Damages and Default Sample Clauses

Damages and Default. In the event of a failure or refusal of either party to comply with its obligations hereunder, the following shall apply: a. If Buyer fails or refuses to timely comply with Buyer’s obligations hereunder for any reason other than the failure of an express condition to Buyer’s obligations set forth in this Agreement, or Seller’s default under this Agreement, and Buyer fails to cure such default within five (5) business days after receiving written notice thereof from Seller (except that there shall be no cure period for Buyer’s failure to timely close on or before the Closing Date), then Seller may terminate this Agreement upon written notice to Buyer; and as Seller’s sole and exclusive remedy (subject to the immediately following sentence) the Title Company shall pay to Seller the Deposit together with interest earned thereon, it being agreed that the Deposit will be delivered to Seller as liquidated damages and not a penalty, in full satisfaction of Seller’s claims against Buyer hereunder. In addition, however, Buyer shall also return to Seller all original materials supplied by Seller (and not supplied by email or via internet site) on account of this transaction and shall also deliver to Seller, without warranty or representation of any kind, copies of all studies and reports obtained by Buyer with regard to the physical characteristics of the Property, and Buyer shall continue to be responsible for it indemnification obligation under Section 4.2 above. Seller and Buyer agree that it is difficult to determine the actual amount of Seller’s damages arising out of Buyer’s breach but said amount is a fair estimate of those damages which have been agreed to by the parties in a sincere effort to make the damages certain. b. Should Seller fail or refuse to timely comply with Seller’s obligations hereunder for any reason other than the failure of an express condition to Seller’s obligation set forth in this Agreement, or Buyer’s default under this Agreement, and Seller fails to cure such default within five (5) business days after receiving written notice (“Default Notice”) thereof from Buyer (except that there shall be no cure period for Seller’s failure to timely close on or before the Closing Date), then (i) Buyer may terminate this Agreement upon written notice to Seller, whereupon Buyer shall be entitled to receive an immediate return of the Deposit together with the interest earned thereon from the Title Company plus Seller shall reimburse Buyer for the ve...
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Damages and Default. The parties acknowledge that there is great difficulty in ascertaining damages under this Addendum and it is therefore agreed that the liability of COMPANY to the CUSTOMER for any losses or damages, whether direct or indirect, arising out of this Addendum, shall not exceed the amount actually paid by CUSTOMER for use of the ASPS SYSTEM in the previous twelve (12) month period, including reasonable attorney’s fees, for bringing and maintaining an action to remedy any breach by COMPANY with regard to the services provided under this Addendum. It is further agreed expressly between the parties that in no event shall COMPANY be liable for any indirect, special, or consequential damages, such as, but not limited to, economic loss in connection with, or arising out of the services provided for in this Addendum, the performance of the software, or the use of the system. a. Failure by CUSTOMER to pay any amounts due under this Addendum within sixty (60) days after such amount becomes due. b. Failure by CUSTOMER to observe or perform any other covenants, conditions or provisions contained in this Addendum, provided that such default shall continue for a period of thirty (30) business days after written notice from COMPANY to CUSTOMER. In the event that a default occurs and continues after written notice from COMPANY to CUSTOMER, COMPANY may exercise any or all of the following remedies: a. Immediately terminate the Addendum and the rights granted to CUSTOMER under this Addendum and take all necessary actions to deny, prevent and prohibit access and use of the System by the CUSTOMER and its employees. b. COMPANY shall be permitted and authorized to collect the entire balance due under this Addendum by any and all legal means available to it.
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Related to Damages and Default

  • Answer and Default An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating the Arbitration within twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the required deadline, the arbitrator must provide written notice to the defaulting party stating that the arbitrator will enter a default award against such party if such party does not file an answer within five (5) calendar days of receipt of such notice. If an answer is not filed within the five (5) day extension period, the arbitrator must render a default award, consistent with the relief requested in the Arbitration Notice, against a party that fails to submit an answer within such time period.

  • Breach and Default 7.6.1 No Breach of this Agreement shall exist where such failure to discharge an obligation (other than the payment of money) is the result of a Force Majeure event or the result of an act or omission of the other Parties. Upon a Breach, the non-breaching Party shall give written notice of such Breach to the Breaching Party. Except as provided in article 7.6.2, the Breaching Party shall have 60 calendar days from receipt of the Breach notice within which to cure such Breach; provided however, if such Breach is not capable of cure within 60 calendar days, the Breaching Party shall commence such cure within 20 calendar days after notice and continuously and diligently complete such cure within six months from receipt of the Breach notice; and, if cured within such time, the Breach specified in such notice shall cease to exist. 7.6.2 If a Breach is not cured as provided in this article, or if a Breach is not capable of being cured within the period provided for herein, a Default shall exist and the non-defaulting Parties acting together shall thereafter have the right to terminate this Agreement, in accordance with article 3.3 hereof, by written notice to the Defaulting Party at any time until cure occurs, and be relieved of any further obligation hereunder and, whether or not those Parties terminate this Agreement, to recover from the Defaulting Party all amounts due hereunder, plus all other damages and remedies to which they are entitled at law or in equity. The provisions of this article shall survive termination of this Agreement. 7.6.3 In cases where the Interconnection Customer has elected to proceed under Section 32.3.5.3 of the SGIP, if the Interconnection Request is withdrawn or deemed withdrawn pursuant to the SGIP during the term of this Agreement, this Agreement shall terminate.

  • BREACH AND DEFAULT PROVISIONS ‌ A. Stipulated Penalties OIG may assess:‌‌ 1. A Stipulated Penalty of up to $1,000 for each day Align fails to comply with Section III.A;‌ 2. A Stipulated Penalty of up to $1,000 for each day Align fails to comply with Section III.B;‌ 3. A Stipulated Penalty of up to $1,000 for each day Align fails to comply with Section III.C;‌ 4. A Stipulated Penalty of up to $1,000 for each day Align fails to comply with Section III.D;‌ 5. A Stipulated Penalty of up to $1,000 for each day Align fails to comply with Section III.E;‌ 6. A Stipulated Penalty of up to $1,000 for each day Align fails to comply with Section III.F;‌ 7. A Stipulated Penalty of up to $1,000 for each day Align fails to comply with Section III.G;‌ 8. A Stipulated Penalty of up to $1,000 for each day Align fails to comply with Section III.H (if applicable);‌‌ 9. A Stipulated Penalty of up to $1,000 for each day Align fails to comply with Section IV;‌ 10. A Stipulated Penalty of up to $1,000 for each day Align fails to comply with Section V;‌ 11. A Stipulated Penalty of up to $1,000 for each day Align fails to comply with Section VII;‌ 12. A Stipulated Penalty of up to $1,000 for each day Align fails to comply with Section VIII; or‌ 13. A Stipulated Penalty of up to $50,000 for each false certification submitted by or on behalf of Align under this IA.‌

  • Termination and Default Either party, upon determination that the other party has failed or refused to perform or is otherwise in breach of any obligation or provision under this Agreement or the Contract Document, may give written notice of default to the defaulting party in the manner specified for the giving of notices herein. Termination of this Agreement by either party for any reason shall have no effect upon the rights or duties accruing to the parties prior to termination.

  • Event of Default Remedies 8.1 Any one or more of the following acts or omissions of the Contractor shall constitute an event of default hereunder (“Event of Default”): 8.1.1 failure to perform the Services satisfactorily or on schedule; 8.1.2 failure to submit any report required hereunder; and/or 8.1.3 failure to perform any other covenant, term or condition of this Agreement. 8.2 Upon the occurrence of any Event of Default, the State may take any one, or more, or all, of the following actions: 8.2.1 give the Contractor a written notice specifying the Event of Default and requiring it to be remedied within, in the absence of a greater or lesser specification of time, thirty (30) days from the date of the notice; and if the Event of Default is not timely cured, terminate this Agreement, effective two (2) days after giving the Contractor notice of termination; 8.2.2 give the Contractor a written notice specifying the Event of Default and suspending all payments to be made under this Agreement and ordering that the portion of the contract price which would otherwise accrue to the Contractor during the period from the date of such notice until such time as the State determines that the Contractor has cured the Event of Default shall never be paid to the Contractor; 8.2.3 give the Contractor a written notice specifying the Event of Default and set off against any other obligations the State may owe to the Contractor any damages the State suffers by reason of any Event of Default; and/or 8.2.4 give the Contractor a written notice specifying the Event of Default, treat the Agreement as breached, terminate the Agreement and pursue any of its remedies at law or in equity, or both.

  • No Event of Default No Default or Event of Default has occurred and is continuing.

  • No Default or Event of Default No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the Extension of Credit to be made on such date unless such Default or Event of Default shall have been waived in accordance with this Agreement.

  • Events of Default Rights and Remedies on Default 10.1 Events of Default 10.2 Acceleration of the Obligations

  • No Default; No Waiver Except for payment delinquencies continuing for a period of not more than 30 days as of the Cut-Off Date, the records of the Servicer did not disclose that any default, breach, violation or event permitting acceleration under the terms of the Receivable existed as of the Cut-Off Date or that any continuing condition that with notice or lapse of time, or both, would constitute a default, breach, violation or event permitting acceleration under the terms of the Receivable had arisen as of the Cut-Off Date and the Seller has not waived any of the foregoing.

  • Events of Default Remedies on Default Events of Default . Each of the following shall be an "Event of Default" if it occurs for any reason whatsoever, whether voluntary or involuntary, by operation of law or otherwise: (a) Borrowers (or any other Obligor, if applicable) fail to pay (i) any principal of any Loan when due (whether at stated maturity, on demand, upon acceleration or otherwise) or (ii) any interest, fee, indemnity or other amount payable under this Agreement or any other Loan Document within 2 Business Days after the date when due; (b) Any representation or warranty of an Obligor made in any Loan Documents or transactions contemplated thereby is incorrect or misleading in any material respect when made or deemed made; (c) Borrowers breach or fail to perform any covenant contained in Section 7.2, 7.3, 9.1.1, 9.

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