Common use of Default-Cancellation Clause in Contracts

Default-Cancellation. Buyer may, in Buyer’s sole discretion, elect to cancel the Agreement or any part thereof at no cost to Buyer in the event of Seller’s Default as herein after described. Seller’s Default shall include, without limitation: (a) Seller’s failure to comply with the specifications, delivery requirements or terms and conditions of the Agreement: (b) Seller’s failure to deliver Goods ordered herein accordance with the delivery and timing requirement or in accordance with Buyer’s specifications; or (c) Seller’s threatened or actual refusal to deliver Goods for any reason (Seller’s Default). In the event of Seller’s Default under (b) above, the parties acknowledge and agree that such default by Seller will cause Buyer irreparable harm and Buyer shall be entitled to any and all legal and equitable rights and remedies available to it against Seller to remedy such default, including without limitation, injunctive relief prohibiting Seller from refusing to deliver the Goods. If Seller has actually refused to deliver Goods as set forth in (b) above, the parties stipulate that it will be difficult to ascertain the amount of damages resulting from such default and that Seller will pay to Buyer $50,000.00 USD per day as liquidated damages for each day that Seller refuses to deliver the Goods. The parties agree that this sum represents a reasonable estimate of damages and does not constitute a penalty. In case of ambiguity in the specifications, drawings, or other requirements of the Agreement, before proceeding, it is Seller’s obligation to seek clarification from Buyer, whose written interpretation shall be final. Buyer’s right to cancel hereunder shall be in addition to all rights and remedies available to Buyer under the Agreement or otherwise and Buyer shall have no obligation for payment to Seller for work in progress or otherwise incomplete Goods.

Default-Cancellation. Buyer may, in Buyer’s sole discretion, elect to cancel Any one or more of the Agreement following events or any part thereof at no cost to Buyer in the event circumstances shall constitute an "Event of Seller’s Default as herein after described. Seller’s Default shall include, without limitationDefault" hereunder: (a) Seller’s failure Seller becomes insolvent, ceases operations, fails to comply with pay its debts generally as such debts become due, becomes a debtor in any voluntary or invol- untary case or proceeding under title 11, United States Code (Bankruptcy) as from time to time in effect or any other law or procedure for the specificationsrelief of debtors, delivery requirements is or terms and conditions has any material part of its assets subject to the Agreement: appointment of a trustee, receiver or similar official, and/or makes an assignment for the benefit of creditors; (b) Seller’s failure fails to deliver Goods ordered herein accordance with the delivery and timing requirement or in accordance with Buyer’s specifications; or perform its obligations hereunder and/or (c) Buyer has reasonable grounds for insecurity regarding Seller’s threatened 's performance of any or actual refusal all of its obligations hereunder and Seller fails to deliver Goods for provide Buyer adequate assurance of such perfor- xxxxx within five (5) days of notice of insecurity from Buyer. Upon and following the occurrence of any reason (Seller’s one or more Events of Default). In the event of Seller’s Default under (b) above, the parties acknowledge and agree that such default by Seller will cause Buyer irreparable harm and Buyer shall have the following rights, which may be entitled to any exercised with or without notice and shall in all legal and equitable rights and remedies available to it against Seller to remedy such default, including without limitation, injunctive relief prohibiting Seller from refusing to deliver the Goods. If Seller has actually refused to deliver Goods as set forth in (b) above, the parties stipulate that it will be difficult to ascertain the amount of damages resulting from such default and that Seller will pay to Buyer $50,000.00 USD per day as liquidated damages for each day that Seller refuses to deliver the Goods. The parties agree that this sum represents a reasonable estimate of damages and does not constitute a penalty. In case of ambiguity in the specifications, drawings, or other requirements of the Agreement, before proceeding, it is Seller’s obligation to seek clarification from Buyer, whose written interpretation shall be final. Buyer’s right to cancel hereunder shall events be in addition to and not in lieu of any and all other rights and and/or remedies available to Buyer under at law, in equity, or pursuant to the Agreement terms hereof: (i) cancel this order in whole or otherwise in part, in which case Seller shall be liable to Buyer for all damages, losses and liability incurred by Buyer directly or indirectly resulting from Seller’s breach and/or (ii) obtain some or all of the goods and/or services ordered herein from another source with any resulting additional cost to Buyer to be reimbursed in full to Buyer by Seller. Seller shall have no obligation be liable for payment Buyer’s damages in connection with such breach or failure to per- form including consequential damages reasonably foreseeable by Seller or of which Seller was apprised by Xxxxx. Any amounts that may be owed by Buyer for work goods and/or services accepted shall be subject to setoff for damages sustained by Xxxxx. The remedies herein provided shall be cumulative and in progress addition to any other remedies provided at law or otherwise incomplete Goodsin equity.

Default-Cancellation. Buyer may, in Buyer’s sole discretion, elect to cancel Any one or more of the Agreement following events or any part thereof at no cost to Buyer in the event circumstances shall constitute an "Event of Seller’s Default as herein after described. Seller’s Default shall include, without limitationDefault" hereunder: (a) Seller’s failure Seller becomes insolvent, ceases operations, fails to comply with pay its debts generally as such debts become due, becomes a debtor in any voluntary or invol- untary case or proceeding under title 11, United States Code (Bankruptcy) as from time to time in effect or any other law or procedure for the specificationsrelief of debtors, delivery requirements is or terms and conditions has any material part of its assets subject to the Agreement: appointment of a trustee, receiver or similar official, and/or makes an assignment for the benefit of creditors; (b) Seller’s failure fails to deliver Goods ordered herein accordance with the delivery and timing requirement or in accordance with Buyer’s specifications; or perform its obligations hereunder and/or (c) Buyer has reasonable grounds for insecurity re- xxxxxxx Seller’s threatened 's performance of any or actual refusal all of its obligations hereunder and Seller fails to deliver Goods for provide Buyer adequate assurance of such perfor- xxxxx within five (5) days of notice of insecurity from Buyer. Upon and following the occurrence of any reason (Seller’s one or more Events of Default). In the event of Seller’s Default under (b) above, the parties acknowledge and agree that such default by Seller will cause Buyer irreparable harm and Buyer shall have the following rights, which may be entitled to any exercised with or without notice and shall in all legal and equitable rights and remedies available to it against Seller to remedy such default, including without limitation, injunctive relief prohibiting Seller from refusing to deliver the Goods. If Seller has actually refused to deliver Goods as set forth in (b) above, the parties stipulate that it will be difficult to ascertain the amount of damages resulting from such default and that Seller will pay to Buyer $50,000.00 USD per day as liquidated damages for each day that Seller refuses to deliver the Goods. The parties agree that this sum represents a reasonable estimate of damages and does not constitute a penalty. In case of ambiguity in the specifications, drawings, or other requirements of the Agreement, before proceeding, it is Seller’s obligation to seek clarification from Buyer, whose written interpretation shall be final. Buyer’s right to cancel hereunder shall events be in addition to and not in lieu of any and all other rights and and/or remedies available to Buyer under at law, in equity, or pursuant to the Agreement terms hereof: (i) cancel this order in whole or otherwise in part, in which case Seller shall be liable to Buyer for all damages, losses and liability incurred by Buyer directly or indirectly resulting from Seller’s breach and/or (ii) obtain some or all of the goods and/or services ordered herein from another source with any resulting additional cost to Buy- er to be reimbursed in full to Buyer by Seller. Seller shall have no obligation be liable for payment Buyer’s damages in connection with such breach or failure to perform including consequential damages reasonably foreseeable by Seller or of which Seller was apprised by Buyer. Any amounts that may be owed by Buyer for work goods and/or services accepted shall be subject to setoff for damages sustained by Xxxxx. The remedies herein provided shall be cumulative and in progress addition to any other remedies provided at law or otherwise incomplete Goodsin equity.

Default-Cancellation. Buyer may, in Buyer’s sole discretion, elect to cancel Any one or more of the Agreement following events or any part thereof at no cost to Buyer in the event circumstances shall constitute an "Event of Seller’s Default as herein after described. Seller’s Default shall include, without limitationDefault" hereunder: (a) Seller’s failure Seller becomes insolvent, ceases operations, fails to comply with pay its debts generally as such debts become due, becomes a debtor in any voluntary or invol- untary case or proceeding under title 11, United States Code (Bankruptcy) as from time to time in effect or any other law or procedure for the specificationsrelief of debtors, delivery requirements is or terms and conditions has any material part of its assets subject to the Agreement: appointment of a trustee, receiver or similar official, and/or makes an assignment for the benefit of creditors; (b) Seller’s failure fails to deliver Goods ordered herein accordance with the delivery and timing requirement or in accordance with Buyer’s specifications; or perform its obligations hereunder and/or (c) Buyer has reasonable grounds for insecurity regarding Seller’s threatened 's performance of any or actual refusal all of its obligations hereunder and Seller fails to deliver Goods for provide Buyer adequate assurance of such perfor- xxxxx within five (5) days of notice of insecurity from Buyer. Upon and following the occurrence of any reason (Seller’s one or more Events of Default). In the event of Seller’s Default under (b) above, the parties acknowledge and agree that such default by Seller will cause Buyer irreparable harm and Buyer shall have the following rights, which may be entitled to any exercised with or without notice and shall in all legal and equitable rights and remedies available to it against Seller to remedy such default, including without limitation, injunctive relief prohibiting Seller from refusing to deliver the Goods. If Seller has actually refused to deliver Goods as set forth in (b) above, the parties stipulate that it will be difficult to ascertain the amount of damages resulting from such default and that Seller will pay to Buyer $50,000.00 USD per day as liquidated damages for each day that Seller refuses to deliver the Goods. The parties agree that this sum represents a reasonable estimate of damages and does not constitute a penalty. In case of ambiguity in the specifications, drawings, or other requirements of the Agreement, before proceeding, it is Seller’s obligation to seek clarification from Buyer, whose written interpretation shall be final. Buyer’s right to cancel hereunder shall events be in addition to and not in lieu of any and all other rights and and/or remedies available to Buyer under at law, in equity, or pursuant to the Agreement terms hereof: (i) cancel this order in whole or otherwise in part, in which case Seller shall be liable to Buyer for all damages, losses and liability incurred by Buyer directly or indirectly resulting from Seller’s breach and/or (ii) obtain some or all of the goods and/or services ordered herein from another source with any resulting additional cost to Buyer to be reimbursed in full to Buyer by Xxxxxx. Seller shall have no obligation be liable for payment Buyer’s damages in connection with such breach or failure to per- form including consequential damages reasonably foreseeable by Seller or of which Seller was apprised by Xxxxx. Any amounts that may be owed by Buyer for work goods and/or services accepted shall be subject to setoff for damages sustained by Xxxxx. The remedies herein provided shall be cumulative and in progress addition to any other remedies provided at law or otherwise incomplete Goodsin equity.

Default-Cancellation. Buyer may, in Buyer’s sole discretion, elect to cancel the this Agreement or any part thereof at no cost to Buyer in the event of Seller’s Default as herein after hereinafter described. Seller’s Sellers Default shall include, without limitation: (a) Seller’s failure to comply with the specifications, delivery requirements or terms and conditions of the this Agreement: ; (b) Seller’s failure to deliver Goods ordered herein in accordance with the delivery and timing requirement or in accordance with Buyer’s specifications; or (c) Seller’s threatened or actual refusal to deliver Goods for any reason (“Seller’s Default”). In the event of Seller’s Default under (bc) above, the parties acknowledge and agree that such default by Seller will cause Buyer irreparable harm and Buyer shall be entitled to any and all legal and equitable rights and remedies available to it against Seller to remedy such default, including including, without limitation, injunctive relief prohibiting Seller from refusing to deliver the Goods. If Seller has actually refused to deliver Goods as set forth in (bc) above, the parties stipulate that it will be difficult to ascertain the amount of damages resulting from such default and that Seller will pay to Buyer $50,000.00 USD per day as liquidated damages for each day that Seller refuses to deliver the Goods. The parties agree that this sum represents a reasonable estimate of damages and does not constitute a penalty. In case of ambiguity in the specifications, drawings, drawings or other requirements of the Agreement, before proceeding, it is Seller’s obligation to seek clarification from Buyer, whose written interpretation shall be final. Buyer’s right to cancel hereunder shall be in addition to all other rights and remedies available to Buyer under the this Agreement or otherwise and Buyer shall have no obligation for payment to Seller for work in progress or otherwise incomplete Goods.