Default by Supplier. Supplier shall be in default under this Agreement should any one or more of the following events or conditions arise or exist:
(i) Supplier becomes insolvent, or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of creditors; or
(ii) Insolvency, receivership, reorganization, or bankruptcy proceedings are commenced by or against Supplier and, in the case of any such involuntary proceeding, that is not dismissed or stayed within sixty (60) days after it is commenced; or
(iii) Supplier fails, for any reason, other than failure of Purchaser to make payments to Supplier when obligated in accordance with this Agreement, to make any undisputed payments required to be made by Supplier to Purchaser, which failure continues for ten (10) Business Days after notice of such non-payment; or
(iv) Supplier is in material default of any term or provision of this Agreement or has materially failed to perform its obligations under this Agreement, and such breach or failure continues for thirty (30) Business Days following receipt of written notice from Purchaser to cure such breach or failure; provided, however, if such failure cannot with due diligence be remedied by Supplier within such thirty (30) Business Days period, and Supplier shall have diligently prosecuted the remedying of such failure within such thirty (30) Business Days, such period shall be extended by such additional time period as may be reasonably required by Supplier to cure such failure.
Default by Supplier. If Supplier fails to produce and deliver Product that meets the Quality Standards during three (3) consecutive Supply Periods and Customer has timely provided notices of such failures to Supplier in accordance with Sections 3.8 and 3.9, then, Supplier shall be deemed to be in default, and, at any time during the thirty (30) day period following such third (3rd) consecutive Supply Period, Customer shall have the option, at its sole discretion, to terminate this Agreement by giving written notice of termination to Supplier; failure to exercise such termination right within such 30-day period shall constitute a waiver of such termination right. No such termination by Customer shall constitute or be construed as a waiver or any right or remedy of Customer for breach of contract resulting from the facts and circumstances forming the basis of such termination.
Default by Supplier. Supplier shall be deemed to be in “Default” under this Agreement or the applicable Purchase Order in the event that: (i) Supplier becomes the subject of a voluntary or involuntary bankruptcy, insolvency, reorganization of liquidation proceeding; (ii) Supplier makes an assignment for the benefit of creditors; (iii) Supplier admits in writing its inability to pay debts when due; or (iv) Supplier fails to observe and perform any material term of this Agreement or an applicable Purchase Order and such failure continues for a period of thirty (30) days after written notice from CENIC or CENIC Member.
i. For Defaults under a Purchase Order, CENIC Member may (A) terminate the Purchase Order or SOW in whole or in part, in which event CENIC Member shall have no further duties or obligations, except
(i) in the case of partial termination, the rights, duties and obligations shall continue in full force and effect to the extent not terminated and (ii) for those duties or obligations that by their terms survive any termination of the Purchase Order or SOW, and/or (B) pursue any remedies CENIC Member may have under the SOW according to this Agreement, at law or in equity. In such event, CENIC Member shall be responsible for payment to Supplier for all Products and Services delivered or performed and accepted prior to the Default.
ii. For Defaults under this Agreement, CENIC may A) terminate this Agreement. In which event CENIC shall have no further duties or obligations, except (i) in the case of partial termination, the rights, duties and obligations shall continue in full force and effect to the extent not terminated and (ii) for those duties or obligations that by their terms survive any termination of this Agreement, and/or (B) pursue any remedies CENIC may have under this Agreement, at law or in equity.
Default by Supplier. The occurrence of any of the following events at any time during the Term shall constitute an Event of Default by Supplier: Supplier shall fail to pay Company any amount as and when due under this Agreement (less any amounts disputed in good faith pursuant to Article 12 (Governing Law; Dispute Resolution)) and Supplier does not remedy such non-payment within thirty (30) Days after written demand therefor by Company served upon Supplier; Supplier shall fail to operate, maintain or repair the GSDS in accordance with the terms of this Agreement such that a condition exists in relation to the GSDS that has an adverse physical impact on the Company System or the equipment of Company’s customers or other suppliers or which Company reasonably determines presents an immediate danger to such personnel or equipment, and Supplier shall fail to initiate and diligently pursue reasonable action to cure such failure within seven (7) Days after actual receipt by Supplier of demand therefor by Company, provided, that Company may, after providing written notice to Supplier, access the GSDS and any of Supplier’s equipment related to the GSDS or Supplier’s provision of Grid Services to Company, and undertake such reasonable action on behalf of Supplier, until either such adverse effect or danger is eliminated or Company is reasonably satisfied that Supplier has, within the aforesaid seven (7) Day period, initiated and is diligently pursuing such reasonable action. Supplier shall bear or reimburse Company, as the case may be, for all reasonable, documented, out-of-pocket costs incurred by Company in connection with such reasonable actions taken by Company on behalf of Supplier as provided herein, and shall cooperate in good faith with Company in providing access to the GSDS and any of Supplier’s equipment related to the GSDS or Supplier’s provision of Grid Services to Company, in the event Company elects to undertake such action as provided herein; Supplier shall (i) abandon the GSDS prior to the date sixty (60) days after System Integration Date Deadline or (ii) fail to maintain continuous service to the extent required by this Agreement for a period of seven (7) or more consecutive Days, the last twenty-four (24) hours of which shall be after notice by Company to Supplier that it is not in compliance with this provision, unless such abandonment or failure is caused by Force Majeure or an Event of Default by Company. For purposes of this Section 6.1(a) (Default by Supplier), ...
Default by Supplier. (a) Each of the following events and circumstances constitutes an event of default by the Supplier (a “Supplier Event of Default”) under this Contract:
(i) becoming subject to any act of insolvency or bankruptcy, dissolution or liquidation voluntary or otherwise;
(ii) having a receiver, trustee, custodian or similar agent appointed on account of insolvency or in respect of any property;
(iii) making a general assignment for the benefit of creditors;
(iv) committing a breach of Anti- Corruption Laws;
(v) failing to comply with any request, instruction or order of OPG’s Representative;
(vi) failing to pay accounts relating to the Services as they come due;
(vii) failing to comply with statutes, laws, regulations, bylaws or directives of competent authorities relating to the Services;
(viii) failing to perform the Services with skill and diligence;
(ix) any representation made by the Supplier herein that was intentionally false or misleading when made in any material respect;
(x) assigning or attempting to assign this Contract, in whole or in part, except in a manner expressly permitted in Section 9.2;
(xi) failing, neglecting, refusing or being unable at any time during the term to provide reasonably adequate Supplier’s Personnel to perform the Services;
(xii) a change of ownership or control of the Supplier occurs without the prior written consent of OPG;
(xiii) failing or refusing to correct defective or deficient Services; or
(xiv) being otherwise in default in carrying out any of its obligations under this Contract, whether such default is similar or dissimilar in nature to the causes listed previously and failing to remedy the breach to the satisfaction of OPG within ten business days following receipt of notice from OPG specifying the breach, or if the breach cannot be cured within such ten business day period, after such longer period of time as is reasonably required to cure the breach (but no longer than 60 days in any circumstances), so long as the Supplier diligently and constantly endeavours to cure the breach during such extended period.
(b) Notice that the Supplier is in default will not be required if the default relates to the bankruptcy, insolvency or financial instability of the Supplier. Other than defaults arising from Section 7(a)(i), (ii) and (iii), OPG will provide the Supplier with ten days written notice.
(c) If the Supplier is in default under this Contract, then in addition or as an alternative to terminating this Contract, OPG may...
Default by Supplier. 18.1 If the Supplier defaults in the performance of its obligations under this Agreement, including its obligations under any Order, dormakaba may give notice to it to remedy the default specifying details of the default.
18.2 The Supplier is required to notify dormakaba without delay in writing if any circumstances occur or become evident which would suggest that the contractually agreed deadlines for delivery of Goods or provision of Service cannot be met. If dormakaba accepts a delayed delivery or service provided by the Supplier without reservation, this does not constitute a waiver of any other claims which dormakaba may assert due to the delayed delivery or service.
18.3 If the Supplier fails to remedy the default within 5 Business Days, dormakaba may suspend payment under this Agreement for the particular Goods and Services to which the default relates until the default has been remedied
18.4 If the Supplier fails to remedy the default within the notice period, dormakaba will be entitled to full statutory claims. dormakaba may, in particular, claim damages in lieu of performance and/or withdraw from the contract. The Supplier will be liable for damages for any losses (including direct, indirect and consequential losses), costs, or expenses reasonably incurred by dormakaba as a direct result of the Supplier default, including, but not limited to, additional expenses incurred in procuring substitute Goods or Services.
18.5 If the Supplier is in default, dormakaba will also be entitled to liquidated damages amounting to 0.1% of the value of the Order for the delayed service and/or delivery for each full day of delay, but not exceeding 5% of the value of the Order for the delayed delivery or service. The liquidated damages can also be claimed up to 14 calendar days after receipt of the service without reference to such a reservation being necessary. The liquidated damages will be deducted from the total default loss which has been asserted.
18.6 Suspension of payment will not affect the continuing obligations of the Supplier under this Agreement, including its obligations under any Order, and will be without prejudice to any other rights that dormakaba may have against the Supplier as a result of the default.
Default by Supplier. As to Supplier’s obligations under this Agreement, the following events shall be deemed events of default, for which Distributor, in addition to such other remedies as may be provided in this Agreement or by law, may terminate this Agreement at any time prior to the expiration of its stated term:
9.2.1 Supplier fails to perform its obligations, duty or responsibility or is in default with respect to any material term or condition under this Agreement, and such failure or default continues unremedied for a period of fourteen (14) days after written notice thereof to Supplier; or
9.2.2 Supplier or any material part of its operations, voluntarily or involuntarily files for protection under the U.S. Bankruptcy Code or is placed in the hands of or under the control of a receiver, or is otherwise dissolved by operation of law, court order, or vote of Supplier’s ownership.
Default by Supplier. In the event of any default by Supplier in carrying out the work specified by this contract (not being default caused by the Customer), the Customer may at his discretion give notice in writing of the default to Supplier requiring that the default be remedied within thirty (30) days after the date of service of the notice. If Supplier does not remedy the default within the time specified in the notice the Customer may terminate the Agreement as per Clause “Right to Terminate Contract”. Supplier will not be responsible to the Customer for the costs and expenses incurred by the Customer by reason of the default and any losses or damages incurred by reason of the dependence by the Customer on the fulfilment of this Agreement or any consequential or incidental losses or damages or liability to any third party.
Default by Supplier. 9.1 If the Supplier shall be in breach of any of his obligations under the Contract, the Customer shall be entitled to give the Supplier notice in writing to forthwith remedy such breach.
9.2 If the Supplier shall fail to comply with such notice within twenty-eight (28) days of its receipt or such longer period as the Customer may allow in writing having regard to the nature of the breach, the Customer shall be entitled forthwith to terminate the Contract and either carry out himself or employ others to carry out the Services that the Supplier has not performed at the Supplier’s risk and cost.
9.3 Upon such termination, the Customer shall be under no obligation to pay the Supplier any further sums until the whole of the Services, which were to have been provided by the Supplier under the Contract, have been completed. Upon such completion the Customer shall pay to the Supplier, or be entitled to recover from the Supplier, the difference between the sums due to the Supplier for the Services performed by the Supplier in accordance with the Contract up to the date of termination, and the costs incurred by the Customer in the completion of the Services, together with the direct damages suffered by the Customer arising out of the Supplier’s default.
