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) 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 Section 8.01(b) if Nasdaq shall determine that one or more of the following events or conditions occurs or is continuing:
(i) Vendor fails to pay any amounts due Nasdaq under this Agreement within thirty (30) days after the applicable due date for such amounts specified in this Agreement;
(ii) any representation, warranty or certification, which is material to the Corporations for regulatory, commercial or other reasons, made by Vendor in this Agreement or in any other document furnished by Vendor in connection herewith was false or misleading, as of the time made or furnished;
(iii) Vendor defaults in the performance of any of its obligations or covenants under this Agreement, or any representation, warranty or certification described in clause (ii) above becomes untrue or inaccurate, and such default, untruth or inaccuracy (if curable) continues unremedied for a period of fifteen (15) days after Nasdaq notifies Vendor thereof; provided, however, that if such default, untruth or inaccuracy cannot be remedied by Vendor in good faith and with due diligence within fifteen (15) days and the failure to so remedy within fifteen (15) days does not cause any of the Corporations to be in violation of applicable law or regulations or to otherwise materially injure any of the Corporations, then an event or condition of default under this clause (iii) will not be considered to exist or to have occurred for so long as Vendor commences such actions as are necessary to remedy such default, untruth or inaccuracy within such fifteen (15) day period and thereafter diligently pursues such actions to remedy such default, truth or inaccuracy;
(iv) Vendor proceeds with a proposed action in default of its obligations or covenants under this Agreement, or in breach of any representation, warranty or certification, which is material to the Corporations for regulatory, commercial or other reasons, made by Vendor in connection herewith, after Nasdaq has notified Vendor that such proposed action would constitute a default hereunder;
(v) Vendor defaults (and such default is not cured within appl...
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. The Purchaser may provide written notice to the Vendor if the Vendor:
(a) fails to deliver any goods or services to be provided hereunder in the manner and in strict compliance with the schedule specified in the Order; or
(b) defaults under the Order in any respect. If:
(c) the Vendor fails to remedy its failure or default within 3 days of receipt of such notice; or
(d) if the Vendor becomes insolvent, a receiver is appointed, or if the Vendor is petitioned or assigned into bankruptcy or otherwise seeks protection under bankruptcy laws, then without limiting the Purchaser’s other rights and remedies, the Purchaser may terminate the Order or any part of it and the Purchaser may purchase similar goods or services or both elsewhere, or secure the manufacture and delivery of goods or the performance of services by contract or otherwise, and the Vendor shall be liable to the Purchaser for all costs, expenses, losses and damage suffered or incurred by the Purchaser arising or resulting from the Vendor’s failure, default or insolvency. The Purchaser’s remedies hereunder are not exclusive, but are in addition to any other rights and remedies available to the Purchaser as provided by law or equity.
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. 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. Each of the following shall constitute an Event of Default on the part of VENDOR:
5.1.1 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
5.1.2 A failure to maintain current DSHS Substance Abuse Related Rules and subsequent revisions in accordance with Sections 1.4 and 1.13 hereof
5.1.3 (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
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. 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 and the Vendor Eventeny account will be disconnected from the event.
