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. 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 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. In the event Seller is in default of its obligations under this Agreement, Buyer, as its exclusive remedies, shall be entitled to either (a) a refund of the full amount of the Initial Xxxxxxx Money Payment and the Xxxxxxx Money Deposit together with all other sums, if any, paid on account of this Agreement by Buyer to unrelated third-parties, including, without limitation, all amounts paid or incurred by Buyer, whether before or after the date of this Agreement, in connection with its due diligence investigation of the Property, or (b) enforce specific performance of this Agreement; provided, however, that any such action for specific performance shall be initiated by Buyer, if at all, within sixty (60) days after that date on which the sale of the Property was scheduled to close hereunder and, if such action is not initiated within such 60-day period, then Buyer shall be deemed conclusively to have elected to waive the right to initiate such action for specific performance, in which event, Buyer's sole remedy shall be to terminate this Agreement and receive a refund of the Initial Xxxxxxx Money Payment and the Xxxxxxx Money Deposit together with all other sums, if any, paid on account of this Agreement by Buyer to unrelated third-parties, including, without limitation, all amounts paid or incurred by Buyer, whether before or after the date of this Agreement, in connection with its due diligence investigation of the Property; and provided, further, Seller shall not be in default hereunder unless and until Buyer shall provide written notice to Seller of the basis for any such default and Seller has failed to cure such matter within ten (10) days of its receipt of such notice; provided, further, Buyer may not enforce specific performance against Seller if Seller is unable to deliver the Property subject only to the Permitted Exceptions (e.g., a third party places a cloud on title to the Property which Seller cannot remove prior to Closing). In no event shall Seller be liable to Buyer for any other actual, punitive, speculative, consequential or other damages, excepting only in the case of the inability of Seller to deliver the Property subject only to the Permitted Exceptions is due to a willful and bad faith overt act of Seller. No delay or omission in the exercise of any right or remedy accruing to Buyer upon any default of Seller under this Agreement shall impair any such right or remedy or be construed as waiver of such default or any default theretofore...
Default of Seller. If NSA delivers to Seller a written notice specifying the nature of Seller’s default and Seller fails to cure such default within thirty (30) days following the delivery of such notice, then and only then shall NSA have the right to terminate or cancel this Agreement. A “default” with respect to Seller shall mean that Seller, or Seller’s Affiliate, as applicable:
(i) becomes insolvent or has a petition in bankruptcy, reorganization or similar action filed by or against it;
(ii) has all or a substantial portion of its capital stock or assets expropriated or attached by any government entity;
(iii) is dissolved or liquidated or has a petition for dissolution or liquidation filed with respect to it;
(iv) is subject to property attachment, court injunction, or court order materially affecting its operations under this Agreement; or
(v) breaches any representation, warranty, covenant, obligation, commitment or other agreement contained in this Agreement provided, however, that, notwithstanding anything else to the contrary contained herein, in the event of a material breach by Seller of its obligations under Sections 1, 6, 10, 11 or 23, if NSA delivers to Seller a written notice specifying the nature of Seller’s default and Seller fails to cure such default within three (3) business days following the delivery of such notice, then and only then shall NSA have the right to terminate or cancel this Agreement without further opportunity to cure; or
(vi) shall be in default in the full and prompt payment or performance of any representation, warranty, covenant, obligation, commitment, condition or undertaking on Seller’s or Seller’s Affiliate’s part to be paid, met, kept, observed or performed pursuant to the provisions of any other written
Default of Seller. If Seller fails or refuses to consummate the sale of the Property 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 Xxxxxxx Money 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 Xxxxxxx Money Deposit and prosecute an action for damages if Seller has conveyed or hypothecated the Property 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. 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, 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.
