Default and Early Termination. If either party should fail to perform or be in breach of any of the terms, conditions, agreements, covenants, representations or warranties contained in this Agreement, or anticipatorily breach this Agreement, and such default is not curable, or if such default is curable but remains uncured for a period of 30 days after written notice thereof has been given to the defaulting party, the other party, at its sole election, may immediately terminate this Agreement by written notice thereof to the defaulting party. In the event of an early termination, the parties shall proceed in a commercially reasonable manner and in good faith to facilitate a professional separation. In the event of an early termination due to a breach by Komen Affiliate, Komen Affiliate shall be entitled to all donations due under this Agreement up to the date of termination; provided, however, that, in the event of a Flat Donation, Komen Affiliate shall be entitled to a pro-rated portion of the Flat Donation if (i) the Event was promoted prior to the date of termination, or (ii) the Flat Donation was publically disclosed prior to the date of termination. In the event of an early termination due to a breach by Third Party, Komen Affiliate shall be entitled to all donations due under this Agreement up to the date of termination, including, but not limited to, the full guaranteed minimum donation or full flat donation, as the case may be. The provisions of this Section 11 shall not preclude the parties from seeking any other remedies available to them under this Agreement and applicable law.
Default and Early Termination. 26.1 Except as otherwise set forth herein, in the event of a monetary default by Charterer which is not cured within [...***...] of written notice thereof, Allegiant may terminate this Agreement. Except as otherwise set forth herein, in the event of a material default by Allegiant, which is not cured within [...***...] of written notice thereof, Charterer may either terminate this Agreement or offset any monetary amounts owed by Allegiant in its subsequent payment under section 8.1 or 8.2.
26.2 The following events may justify immediate termination this Agreement by the non-affected Party: (i) the making by either Party of any general assignments for the benefit of creditors; (ii) the filing by either Party of or a petition for the reorganization or arrangement under any laws relating to bankruptcy (unless, in the case of a petition filed against either Party, the same is dismissed within thirty (30) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of such Party's assets; (iv) the attachment, execution or other judicial seizure of substantially all of such Party's assets; or (v) either Party's convening of a meeting of any creditors or any class thereof for the purpose of effecting a moratorium upon or composition of such party's debts, or any class thereof.
26.3 Each Party shall have the ability to terminate this Agreement by giving the other Party [...***...] months advance written notice. Additionally, Charterer may immediately terminate this Agreement at any time upon payment to Allegiant of [...***...] and the payment in full of all outstanding amounts due hereunder.
26.4 In the event that either Party's authorization under the FAA and/or the DOT is revoked, cancelled or suspended, wholly or in part, the non-impaired Party may immediately terminate this Agreement by giving the impaired Party notice thereof.
26.5 The rights of termination contained in this Section are in addition to any other remedies available to any of the Parties hereunder.
26.6 Any termination of the Agreement by either Party pursuant to the terms herein shall be without prejudice to the claims of either Party up to the date of termination. The rights and obligations of the Parties shall cease on the date of termination, except those obligations and debts arising prior to the date of termination, including but not limited to any amounts owed to Allegiant for Services provided, the insurance obligations under Section 20, and any amounts o...
Default and Early Termination. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of this agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of receipt of notice in writing to do so;
(b) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Xxx 0000 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Xxx 0000 or (being a partnership) has any partner to whom any of the foregoing apply;
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of the other party;
(f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(g) the holder of a qualifying floating charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(i) the other party (being an individual) is the subject of a bankruptcy petition, application or order;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution...
Default and Early Termination. If Licensee fails to pay the License Fees, or any other charges provided for hereunder when the same is due, and the same shall not be paid five (5) days after written notice, or if Licensee breaches any other covenant of this Agreement and fails to remedy same within ten (10) days after written notice of such breach, or as to matters which cannot be remedied in ten (10) days fails to commence efforts to remedy such default within such ten (10) day period and thereafter diligently to prosecute such efforts, Licensor may, in addition to any other rights it may have under this Agreement, declare this Agreement terminated and Licensee shall thereupon promptly vacate the Licensed Location, delivering same to Licensor in the condition set forth in paragraph 12 below, and if Licensee fails to do so, it shall be liable to Licensor for Licensor’s cost of doing same. Anything in this Agreement to the contrary notwithstanding, if Licensee shall become insolvent, bankrupt or make an assignment for the benefit of creditors, or if Licensee or its interest hereunder shall be levied upon or sold under execution of other legal process, or if the act or omission of Licensee would or might cause a default under the Lease, Licensor may immediately terminate this Agreement and all License Fees in arrears, together with the next three (3) month’s License Fees shall immediately become due and payable. It is expressly understood and agreed that the Agreement is subject and subordinate to the Lease, and Licensor shall have no liability whatsoever for termination of this Agreement with respect to the Licensed Location arising out of the Lease or any action under the Lease by any Landlord or party claiming under Landlord or under Lease.
Default and Early Termination. (A) If either party should fail to perform or be in breach of any of the terms, conditions, agreements, covenants, representations or warranties contained in this Agreement, or anticipatorily breach this Agreement, and such default is not curable, or if such default is curable but remains uncured for a period of 30 days after written notice thereof has been given to the defaulting party, the other party, at its sole election, may immediately terminate this Agreement by written notice thereof to the defaulting party.
(B) Notwithstanding the provisions of Section 7(A), Komen may terminate this Agreement immediately due to the occurrence of any one or more of the following events: (i) Grantee implements Project changes without Komen’s prior approval, as required under the “Notifications” Section of the Agreement; (ii) Grantee does not maintain its status as a governmental organization described in Section 170(c)(1) or a nonprofit organization described in Section 501(c)(3) non-profit, tax-exempt status with the Internal Revenue Service; (iii) the Project is not conducted in conformance with applicable laws or, if applicable, any approvals, licenses or certifications required to conduct the Project are not obtained or are suspended or revoked; (iv) Grantee commits a willful breach of this Agreement or Grantee or any Collaborating Organization commits an act of gross negligence or willful misconduct in connection with the Project; (v) Komen has a reasonable good faith basis to believe that Grantee or any of its or its Collaborating Organization’s key employees, directors, officers or agents has committed fraud or any other financial or administrative impropriety; or (vi) Grantee or any Collaborating Organization is debarred from the receipt of federal or state funding.
(C) In the event of an early termination due to breach by Grantee under Section 7(A) or an occurrence under Section 7(B), Komen will have no further obligation to provide funding hereunder, and Xxxxxxx immediately will (i) provide Komen with the Final Report due hereunder, which will include all required information available as of the termination date; (ii) reimburse Komen for the full amount of Grant Funds (including any accrued interest) that have been expended in connection with and subsequent to the breach or any of the above occurrences, and (iii) immediately refund all unspent Grant Funds (including any accrued interest) as of the termination date.
(D) Notwithstanding the provisions of Sec...
Default and Early Termination. Operator and Dominion North Carolina Power agree that any of the following will be a material breach by the Operator of this Agreement and shall result in Dominion North Carolina Power having the right to immediate cancellation, without a cure period, of this Agreement: (i) failure to commence construction of the Facility, as defined in Article 7 above, and provide Dominion North Carolina Power with written notice thereof by February 21, 2016, (ii) failure to achieve Commercial Operations Date within thirty months of February 21, 2014; provided, however, an Operator may be allowed additional time to begin deliveries of power to the Company if the QF facilities in question are nearly complete at the end of such thirty month period and the QF is able to demonstrate that it is making a good faith effort to complete its project in a timely manner, (iii) failure to provide two (2) consecutive status reports pursuant to Article 7 above, (iv) delivery or supply of electrical output to any entity other than Dominion North Carolina Power or its agent, assignee or successor, (v) failure to meet those requirements necessary to maintain Qualifying Facility status, (vi) failure at any time to have in effect a valid Interconnection Agreement with Dominion North Carolina Power (or its successor as operator of the Dominion North Carolina transmission system), (vii) failure to generate and deliver power from the Facility to Dominion North Carolina Power for more than 180 consecutive days, at any time after the Commercial Operations Date, or (viii) failure to maintain QF certification. In the event Operator fails to perform in any way, materially or non-materially, any other obligations not specifically listed above, Operator shall be given notice and thirty (30) days to cure such non-performance. Notwithstanding any cure period, Dominion North Carolina Power shall not be obligated to purchase any energy or Contract Capacity under this Agreement while any such breach remains uncured. If Operator fails to cure its non-performance within thirty (30) days of Dominion North Carolina Power's notice, Dominion North Carolina Power shall have the right to cancel this Agreement. Operator agrees that if this Agreement is canceled by Dominion North Carolina Power for Operator's non-performance prior to the end of the initial term of this Agreement, then, Dominion North Carolina Power shall have all rights and remedies available at law or in equity.
Default and Early Termination. 8.1 Without prejudice to any rights that have accrued under this agreement or any of its rights or remedies, either party may at any time terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or
(b) the other party commits a material breach of any material term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of ten working days after being notified in writing to do so; or
(c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; or
(d) the other party becomes insolvent, is unable to pay its debts, ceases to trade, has a receiver appointed over the whole or any part of its assets, has an administrator appointed, enters into any composition with creditors generally, is wound up or any step is taken towards any of these events.
Default and Early Termination. 1. Upon the occurrence of any of the following events on the side of any of the Contracting Parties, each such event shall constitute, for the purposes of this Schedule to the Agreement, an event of default (each, an “Event of Default“):
i. The Client fails to effect any payment or provide performance under the Agreement, and the Client fails to remedy the situation within an additional time of two (2) Trading Days following receipt of a notice from AKCENTA to that effect;
ii. The Client fails to observe, meet in a due and timely fashion, or is otherwise in breach of, any obligation under the Agreement other than that specified in the foregoing sub-clause a), and the Client fails to comply with such obligation within an additional period of time of two (2) Trading Days following receipt of a notice from AKCENTA to that effect;
iii. The value of hedging provided for a Transaction ceases to exist or its value materially deteriorates, and such hedging is not promptly replenished;
iv. The Client becomes insolvent or incapable of paying its debts, or the Client admits in writing its inability to pay its debts upon maturity;
v. The Client (in case of a Client - individual, also his spouse, if applicable) files a petition seeking the institution of bankruptcy proceedings, reorganization or any other measure against his person under the Insolvency Act or another legislation relating to creditor rights or similar foreign legal regulation, until such petition is rejected by a court having jurisdiction. No filing by a third party of a petition seeking the institution of bankruptcy proceedings in relation the Client or any other measure under the Insolvency Act relating to creditor rights where the Client proves to AKCENTA, to its full satisfaction, that such petition seeking bankruptcy is entirely unsubstantiated and vexatious (in particular, due to submission of an external legal opinion) shall be deemed an Event of Default;
vi. The Contracting Party has complied, or may be reasonably expected to comply, with the terms and conditions applicable to the imposition of forced administration (for the purposes hereof, 'forced administration' means any restriction on a Contracting Party's right dispose of its assets in favor of a person appointed by a court or administrative authority, including the CNB and a similar foreign institution);
vii. The Contracting Party adopts the decision to wind-up without a legal successor or to transfer any and all of the assets of the Contractin...
Default and Early Termination. 8.1 The Client may terminate the Agreement if the Agent fails to comply with any aspect of these Terms and Conditions and this failure continues for a period of 2 weeks after notification of non-compliance is given.
8.2 The Agent may terminate the Agreement if the Client has failed to pay any payment due within 8 weeks of the sum being requested.
8.3 Either party may terminate the Agreement by notice in writing to the other if:
a) the other party commits a material breach of these Terms and Conditions and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
b) the other party commits a material breach of these Terms and Conditions which cannot be remedied under any circumstances; or
c) the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
d) the other party ceases to carry on its business or substantially the whole of its business; or
e) the other party is declared insolvent or bankrupt, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer is appointed over any of its assets or any step is taken towards any of these events.
8.4 In the event of termination the Client must pay to the Agent any sums due for work done and expenses incurred up to the date of termination.
8.5 Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination or the continuance in force of any provision of this Agreement which expressly or by implication is intended to come into or continue in f orce after termination.
Default and Early Termination. 8.1 Without affecting any other right or remedy available to it, Talmix may terminate this Agreement with immediate effect (and with no liability to make any further payment to the Talent other than in respect of amounts accrued before the termination date) by giving written notice to the Talent if:
a) the Talent commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of receipt of notice in writing to do so;
b) the Talent repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with having the intention or ability to give effect the terms of this Agreement;
c) the Talent, being an individual, is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
d) the Talent is in the reasonable opinion of Talmix or the relevant Client negligent or incompetent in the performance of the Engagement Services;
e) the Talent makes any arrangement with or for the benefit of its creditors, has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets, ceases, or threatens to cease, to carry on business, or (being an individual) is the subject of a bankruptcy petition or order, or any event occurs, or proceeding is taken, with respect to the Talent in any part of the world that has an effect equivalent or similar to any of the events mentioned in this paragraph (e); or
f) the Talent commits any fraud or dishonesty or acts in any manner which in the opinion of Talmix brings, or is likely to bring, the Talent or Talmix or a Client into disrepute or is materially adverse to the interests of Talmix or a Client.
8.2 The rights of Talmix under clause 8.1 are without prejudice to any other rights that it might have at law to terminate this Agreement or to accept any breach of this Agreement on the part of the Talent as having brought the agreement to an end. Any delay by Talmix in exercising its rights to terminate shall not constitute a waiver of these rights.
