Default of Seller. If Seller shall (a) fail to deliver Goods and/or Services within the time scheduled or in compliance to the Delivery Date or (b) fail to perform any other provision of this order or (c) become insolvent, or (d) file or have filed against it a petition under any state or federal bankruptcy or insolvency law, then, and in any such event, without prejudice to Buyer’s other rights or remedies Buyer shall have the right at its option to terminate this order, in whole or in part. Upon any such termination Buyer may exercise any and all rights accruing to it, both at law including those set forth in the Uniform Commercial Code or in equity and may also (1) require Seller to deliver forthwith any or all Goods , or parts thereof, which have been produced, or are in process of production pursuant to this order, in which event Buyer shall pay Seller the order price for the acceptable completed items so delivered and shall reimburse Seller for its costs actually incurred with respect to the partially completed Goods so delivered, provided that such costs in no event shall exceed the order price equitably allocated therefore and (2) procure, for such items and in such manner as it may deem appropriate, Goods and/or Services similar to those terminated, and to recover from Seller the excess cost incurred by Buyer in procuring such similar Goods and/or Services. Seller’s obligations under the Warranty, Patent and Confidentiality provisions of this order shall survive such termination.
Default of Seller. The provisions of FAR 52.249-8, “Default (Fixed-Price Supply and Service),” in effect on the date of this order are incorporated in this paragraph by reference as follows: Subparagraphs (a), (b), (e), and (f), except for the third sentence thereof, (g) and (h). Where necessary to make this FAR provision applicable to this purchase order, “Contractor” shall mean “Seller,” “Contracting Officer” shall mean “Northrop Grumman” and “Government” shall mean “Northrop Grumman” or “Government.” If bankruptcy, insolvency, dissolution, receivership or equivalent proceedings shall be instituted by or against Seller, or upon Seller’s making any assignment for the benefit of creditors or entering into any such arrangement or upon Seller’s suspension of its business or becoming insolvent, Northrop Grumman shall have the right to terminate this purchase order in accordance with FAR 52.249-8.
Default of Seller. In the event that seller (i) becomes bankrupt or otherwise insolvent, (ii) commences or becomes the object of any proceeding involving Seller's insolvency, bankruptcy, reorganization, dissolution, liquidation, or any similar proceeding for the relief of financially distressed debtors, and such proceeding is not dismissed within sixty (60) days, or (iii) fails in any material way to perform any of Seller's obligations under this purchase order, or so fails to make progress as to endanger such performance and does not cure such failure within ten (10) days of receipt of Buyer's notice of such failure, then Buyer may, at its sole election, by notice to Seller, terminate this purchase order, in whole or in part, for default. Seller shall pay to Buyer any excess costs for Xxxxx's reprocurement of such supplies, goods, or services. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by law under this purchase order or otherwise.
Default of Seller. The provisions of FAR 52.249-8 as in effect on the date of this order are incorporated in this paragraph by reference as follows: Subparagraphs (a), (b), (e), and (f), except for the third sentence thereof, (g) and (h). Where necessary to make this FAR part applicable to this purchase order, “Contractor” shall mean “Seller”, “Contracting Officer” shall mean “Buyer” and “Government” shall mean “Buyer” or the “Government”. If bankruptcy, insolvency, dissolution, receivership or equivalent proceedings be instituted by or against Seller, upon Xxxxxx’s making any assignment for the benefit of creditors or entering into any such arrangement or upon Seller’s becoming insolvent, Xxxxx shall have the right to terminate this purchase order in accordance with FAR 52.249-8.
Default of Seller. In the event Seller fails to perform its obligations pursuant to Section 2.3, 2.4 or 2.8 or to consummate the Closing pursuant to this Agreement for any reason except failure of a closing condition in Seller’s favor set forth in this Agreement or except failure by Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller in accordance with the express provisions hereof, Purchaser may elect to either (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing or within five (5) business days after the Closing in the event of Seller’s failure to consummate the Closing as set forth above, in which event Purchaser shall be entitled to receive back the Eaxxxxx Xoney (together with all interest earned thereon) and, if applicable the return of any Contingency Payments required to be returned by Seller pursuant to Section 3.4 herein; or (ii) seek specific performance to enforce Seller’s obligations hereunder by notice to Seller of Purchaser’s election within 30 days after the originally scheduled Closing Date and filing of such suit within sixty (60) days of the Closing Date, and to receive reimbursement from the Seller of the reasonable out-of-pocket expenses incurred by the Purchaser as evidenced by documentation reasonably acceptable to Seller in connection with this Agreement in an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the event that specific performance is unavailable as a result of Seller’s conveyance to a third party in violation of the terms of this Agreement. The remedies set forth in this Section 6.2 shall be the sole and exclusive remedy available to Purchaser for Seller’s failure to close the transaction which is the subject of this Agreement in accordance with the provisions of this Agreement.
Default of Seller. In the event Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller in accordance with the express provisions hereof, then Purchaser may, as its sole and exclusive remedy, either: (i) terminate this Agreement by giving Seller timely written notice of its election before or at Closing and recover the Exxxxxx Money; (ii) enforce specific performance of Seller’s obligations under this Agreement; or (iii) waive Seller's failure or breach and proceed to Closing. If Purchaser enforces specific performance of this Agreement by Seller, Purchaser agrees that Purchaser shall be required to pay the entire Purchase Price in Immediately Available Funds, and that Purchaser shall accept whatever title Seller has to the Property, if any, subject to all liens, encumbrances and other matters affecting title to the Property (all of which shall be deemed Permitted Exceptions) except for (A) liens and encumbrances intentionally or deliberately placed by Seller on the Property after expiration of the Inspection Period; (B) any liens granted by Seller under a deed of trust or other security instrument securing indebtedness of Seller; (C) unpaid taxes and special assessments for any years before the year of Closing during which Seller has had title to the Property; and (D) liens, encumbrances, and other matters that Seller is requested by Purchaser to cure or remove or bond against and that Seller expressly and unconditionally agrees in writing, in response to that request, to cure or remove or bond against (the matters described in items (A), (B), (C), and (D) are referred to herein as "Non-Permitted Liens"), with no reduction in the Purchase Price, and in no event shall Seller be obligated to cure or remove or bond against any title defects, liens, encumbrances, or other matters affecting title, other than Non-Permitted Liens. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) Business Days following the scheduled Closing Date or, having given that notice, fails to file a lawsuit asserting the claim or cause of action in Arapahoe County, Colorado, within sixty (60) days following the scheduled Closing Date....
Default of Seller. If Seller fails or refuses to consummate the sale of the Project to Buyer pursuant to this Contract at the Closing or fails to perform any of Seller's other obligations hereunder for any reason other than Buyer's failure to perform Buyer's obligations under this Contract, then Buyer may, as Buyer's sole and exclusive remedy for such default, either (i) bring an action against the Seller for specific performance of the Seller's obligations under this Contract, (ii) terminate this Contract by giving written notice thereof to Seller and the Title Company at or prior to the Closing Date, whereupon the Title Company shall deliver the Earnxxx Xxxey Deposit (including the interest earned thereon) to Buyer and thereafter neither party hereto shall have any further rights or obligations hereunder, or (iii) receive the return of the Earnxxx Xxxey Deposit and prosecute an action for damages if (but only if) Seller has conveyed or hypothecated the Project to a third party in violation of the terms hereof.
Default of Seller. If Seller defaults in its obligations hereunder after the expiration of any notice and cure periods, if applicable, Purchaser may, as its sole remedy, at its option, either: (A) terminate this Agreement and receive a refund of the Deposit, whereupon the obligations of the parties hereto, other than those expressly set forth to survive termination hereof, shall terminate, and neither shall have any further claim against the other by reason of this Agreement or (B) seek an action for specific performance under this Agreement. Purchaser agrees that it shall not record this Agreement or any memorandum hereof unless Seller has defaulted in its obligations hereunder. This Section 9.2 shall survive Closing or other termination of this Agreement.
Default of Seller. In the event Seller fails to perform its material obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller in accordance with the express provisions hereof, Purchaser may (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing, in which event Purchaser shall be entitled to receive back the Xxxxxxx Money, or (ii) xxx for specific performance. The remedies set forth in this Section 6.2 shall be the sole and exclusive remedies available to Purchaser for Seller’s failure to close the transaction which is the subject of this Agreement in accordance with the provisions of this Agreement. Notwithstanding the foregoing, in the event that specific performance is unavailable solely as a result of Seller having conveyed the Property to another purchaser in violation of this Agreement and Purchaser is not then in default, Purchaser shall be entitled to exercise all rights and remedies available at law or in equity.
Default of Seller. If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller in accordance with the express provisions hereof, and if such failure continues for twenty (20) days after written notice to Seller, Purchaser may terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing, in which event Purchaser shall be entitled to either (a) receive the return of the Xxxxxxx Money (together with all interest earned thereon), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) enforce specific performance of Seller’s obligation to execute the documents required to convey the Property to Purchaser, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Purchaser expressly waives its rights to seek damages in the event of Seller’s default hereunder. Purchaser shall be deemed to have elected to terminate this Agreement and receive back the Xxxxxxx Money (together with all interest earned thereon) if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before thirty (30) days following the date upon which Closing was to have occurred. The remedies set forth in this Section 6.2 shall be the sole and exclusive remedies available to Purchaser for Seller’s failure to close the transaction which is the subject of this Agreement in accordance with the provisions of this Agreement.