Default by VENDOR. Each of the following shall constitute an Event of Default on the part of VENDOR:
a. A material failure to keep, observe, perform, meet, or comply with any covenant, term, or provision hereof, which failure continues for a period of twenty (20) days after receipt of VENDOR of written notification thereof;
b. (1) Admit in writing its inability to pay its debts; (2) make a general assignment for the benefit of creditors; (3) suffer a decree or order appointing a receiver or trustee for it or substantially all of its property, and, if entered without its consent, same is not stayed or discharged within sixty (60) days of such decree or order, (4) suffer filing under any law relating to bankruptcy, insolvency, or the reorganization for relief of debtors by or against it and, if contested by it, not to be dismissed or stayed within sixty (60) days of such filing; or (5) suffer any judgment, writ of attachment or execution, or any similar process issued or levied against a substantial part of its property that is not released, stayed, bonded, or vacated within sixty (60) days after such issuance or levy; and
c. The discovery by DEPARTMENT that any statement, representation of warranty in this AGREEMENT is false, misleading, or erroneous in any material respect.
Default by VENDOR. If the Vendor shall, otherwise than by reason of the default of the Purchaser, fail to complete the sale of the Sale Share, to the Purchaser hereunder on the Completion Date, the Vendor shall forthwith (in addition and without prejudice to any other rights or remedies available to the Purchaser) return to the Purchaser, the deposit and all or any part of the Consideration paid by the Purchaser pursuant to Clause 3. The provisions hereof shall not preclude the Purchaser from obtaining an order for specific performance and/or damages in lieu of or in addition to the remedies provided herein.
Default by VENDOR. (a) The following events shall constitute events of default by Vendor:
(i) If Vendor, in any material respect: violates or breaches, or fails fully and completely to observe, keep, satisfy, perform or comply with any terms, covenants, conditions, requirements, provisions, duties and obligations under this Agreement other than the breaches described in clauses (ii), (iii) (iv), (v) and (vi) below, and does not cure or remedy such failure to perform within ten (10) days after receipt of written notice from SBCW with respect thereto (which notice shall describe with reasonable particularity such failure); provided, however, that if such failure to perform shall necessitate longer to cure than such ten (10) day period, and SBCW does not unreasonably object to an extension, then such cure period shall be extended for such period of time as is reasonably necessary to cure such failure to perform, provided, further, that Vendor commences such cure within ten (10) days after receipt of written notice from SBCW and thereafter proceeds diligently and in good faith to cure the default within thirty (30) days from the date of receipt of notice of such default;
(ii) If, (x) in any consecutive twelve (12) month period, SBCW becomes entitled to the Liquidated Damages pursuant to Section 11.01(b) in excess of $200,000 in respect of any BTS Sites or (y) SBCW becomes entitled to Liquidated Damages pursuant to Section 11.01(b) in the amount of $15,000 in respect of any BTS Site; 48 43
(iii) If any representation or warranty made by Vendor in this Agreement or the BTS Sublease was false or misleading in any material respect on the date as of which made (or deemed made);
(iv) if Vendor breaches the provisions of Section 5.01(a);
(v) if Vendor breaches the provisions of Section 5.02 hereof;
(vi) If (A) a trustee or receiver is appointed to take possession or control of all or substantially all of Vendor's assets, and such receiver or trustee shall fail, within sixty (60) days of appointment to affirm or assume this Agreement, to provide adequate assurance as to its ability to perform all of the terms and conditions of this Agreement as a receiver or trustee of Vendor, to cure all other events of default and to pay all damages incurred by SBCW as a result of all events of default; (B) Vendor shall commence any voluntary proceeding under present or future Federal bankruptcy laws or under any other bankruptcy, insolvency or other laws respecting debtor's rights; or (C) an "order f...
Default by VENDOR. Vendor has specifically induced NASDAQ to enter into this Agreement based on the representations and undertakings of Vendor contained herein. Strict compliance with the provisions of this Agreement is and shall be a condition precedent to Vendor's right hereunder to continue to receive the Information. Vendor expressly acknowledges and agrees that NASDAQ shall have the rights set forth in Article IX if NASDAQ shall determine that Vendor is in default of any part of this Agreement.
Default by VENDOR. 34 Section 13.02.Obligations upon Termination................................36 Section 13.03.Termination of Agreement by Vendor in Respect of SBCW's Bankruptcy................................................................36
Default by VENDOR. The following events shall constitute events of default by Vendor which give School District the right to receive for its own and sole use only, a single copy of the Escrow Materials from the Escrow Agent pursuant to Paragraph 8 (“Delivery of Escrow Materials to School District”):
(a) Vendor breaches its warranty in Section 6 Warranties and Remedies (“Performance”) of the License Agreement or fails to meet its maintenance or support commitments as set forth in Exhibit [designation of Exhibit A+ (“Vendor Maintenance and Support Services”) to the License Agreement for a period of fifteen (15) days, or Vendor notifies School District at any time subsequent to [date] of its election to discontinue such support;
(b) Vendor becomes insolvent, or files or has filed against it any proceeding in bankruptcy or for reorganization under any federal bankruptcy law or similar state law, or has any receiver appointed for all or a substantial part of Vendor's assets or business, or makes any assignment for the benefit of its creditors, or enters into any other proceeding for debt relief;
(c) Vendor ceases to do business or institutes any proceedings for the liquidation or winding up of its business or for the termination of its corporate charter;
(d) Vendor or Vendor's business is acquired by a competitor of School District.
Default by VENDOR. Each of the following shall constitute an Event of Default on the part of VENDOR:
a. A material failure to keep, observe, perform, meet, or comply with any covenant, term, or provision hereof, which failure continues for a period of twenty (20) days after receipt of VENDOR of written notification thereof;
b. A failure to maintain TDSHS Licensure Rules in accordance with Sections 1.4 and 1.13 hereof;
c. (1) Admit in writing its inability to pay its debts; (2) make a general assignment for the benefit of creditors; (3) suffer a decree or order appointing a receiver or trustee for it or substantially all of its property, and, if entered without its consent, same is not stayed or discharged within sixty (60) days of such decree or order, (4) suffer filing under any law relating to bankruptcy, insolvency, or the reorganization for relief of debtors by or against it and, if contested by it, not to be dismissed or stayed within sixty (60) days of such filing; or (5) suffer any judgment, writ of attachment or execution, or any similar process issued or levied against a substantial part of its property that is not released, stayed, bonded, or vacated within sixty (60) days after such issuance or levy; and
Default by VENDOR. Upon Vendor’s failure to perform, fulfill or observe any term or covenant contained in this License to be performed, fulfilled or observed by Vendor, Vendor will be deemed in default of this Vendor Agreement.
Default by VENDOR. 9.1 In the event the Vendor shall fail or refuse or neglect to perform his obligations under this Agreement and that such failure is not in any way due to any fault of the Purchaser, the Purchaser shall have to serve upon the Vendor in default a written notice to require the Vendor to remedy the breach alleged within seven (7) days of the said notice prior to enforcing any remedy against the Vendor. In the event the Vendor shall fail to remedy fully the breach alleged, then the Purchaser shall be entitled to elect the remedies stated hereinbelow:-
(a) the Purchaser may seek specific performance of this Agreement against the Vendor and all costs and expenses (including solicitors costs on solicitors-clients basis) incurred by the Purchaser shall be borne fully by the Vendor; or Shares Sale AgreementIRG SAMOA - TEHG 7
(b) in the alternative, the Purchaser may at its sole discretion elect to terminate his Agreement, and recover from the Vendor a compensation sum in amount stated in Section D of the Schedule hereto (hereinafter referred to as “Agreed Liquidated Damages”). Once the said Agreed Liquidated Damages is fully paid, neither party hereto shall have any further claim against each other.
Default by VENDOR. Without prejudice to clause 9, if the Vendor has not fully complied with the provisions of clauses 4 or 5 on Completion, the Purchaser may (in addition to and without prejudice to all other rights or remedies available to the Purchaser under this Agreement or otherwise) at the Purchaser's option:
