DEFAULT, REMEDIES AND LIQUIDATED DAMAGES Sample Clauses

DEFAULT, REMEDIES AND LIQUIDATED DAMAGES. 11.01 Events of Default.
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DEFAULT, REMEDIES AND LIQUIDATED DAMAGES. Deleted: Contractor
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DEFAULT, REMEDIES AND LIQUIDATED DAMAGES. (a) If the sale of the Shares is not consummated in accordance with this Agreement because of Raytel's breach hereof, Purchaser's sole remedy shall be to terminate Purchaser's obligations under this Agreement pursuant to Section 11.2, and recover damages equal to Purchaser's actual, reasonable, out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement. Purchaser shall have no other remedies, whether at law or in equity, for any default hereunder; provided that Purchaser will be entitled to the benefit of any obligations, covenants and indemnities hereunder and under the Confidentiality Agreement which expressly survive the termination this Agreement. Purchaser may only avail itself of the remedies in this Section 10.5(a) if, at the time of Raytel's default, Purchaser is not in default hereunder.
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DEFAULT, REMEDIES AND LIQUIDATED DAMAGES. 88 326 9.1 Right to Demand Assurances of Performance 88 327 9.2 Right to Terminate Upon Default 88 328 9.3 Immediate Termination 88 329 9.4 Bankruptcy or Insolvency of Contractor 88 330 9.5 Authority to Terminate 89 331 9.6 Termination Cumulative 89 332 9.7 Service Complaint and Penalties 89 333 9.8 Withholding of Monthly Payment and Nonrefundable Charges 89 334 9.9 Excuse from Performance 92 335 ARTICLE 10: REPRESENTATIONS AND WARRANTIES 94 336 10.1 Contractor’s Corporate Status 94 337 10.2 Contractor’s Corporate Authorization 94 338 10.3 Agreement Will Not Cause Breach 94 339 10.4 No Litigation 94 340 10.5 No Adverse Judicial Decisions 94 341 10.6 No Legal Prohibition 95 342 10.7 Contractor’s Ability to Perform 95 343 ARTICLE 11: OTHER AGREEMENTS OF THE PARTIES 96 344 11.1 Independent Contractor 96 345 11.2 Compliance with Law 96 346 11.3 Law to Govern and Interpretation 96 347 11.4 Venue 96 348 11.5 Binding on Successors 96 349 11.6 Assignment 96 350 11.7 No Third Party Beneficiaries 97 351 11.8 Permits and Licenses 97 352 11.9 Ownership of Written Materials 97 353 11.10 Contractor’s Records 97 354 11.11 Transition to Next Contractor 98 355 11.12 Reserved 98 356 11.13 City Ownership of Containers at End of Term 98 357 11.14 Waiver 98 358 11.15 Notices 99 359 11.16 Representatives of the Parties 99 360 ARTICLE 12: MISCELLANEOUS 100 361 12.1 Entirety 100 362 12.2 Section Headings 100 363 12.3 References to Laws 100 364 12.4 Amendment 100 365 12.5 Severability 100 366 12.6 Counterparts 100 367 12.7 Exhibits 101 368 369 370 EXHIBITS 371 A. Maximum Rates Approved by City 372 B. Final Approved Plans 373 B.1 Scope of Services 374 B.2 Customer Service Plan 375 B.3 Outreach and Education Plan 376 B.4 Diversion Plan 377 B.5 Implementation Plan 378 C. Performance Standards and Liquidated Damages 379 D. City Facilities and Public Containers 380 E. Guaranty Agreement 381 F. Contractor’s Proposal 382 G. Performance Bond 383 H. Labor Agreement(s) 384 I. Approved Collection Subcontractors 385 J. Operating Assumptions and Cost Basis 386 K. Approved Post-Collection Facilities 387 FRANCHISE AGREEMENT 388 FOR INTEGRATED SOLID WASTE MANAGEMENT SERVICES 000 XXXXXXX XXX XXXX XX XXXX XXXX 390 AND 391 RECOLOGY XXXX CITY 392 393 394 THIS AGREEMENT is made and entered into this day of , 2014 by and between 395 the CITY OF XXXX CITY ("City”) a municipal corporation of the State of California, and Recology Xxxx City 396 ("Contractor"). 397 RECITALS 398 Services to be provided under...
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DEFAULT, REMEDIES AND LIQUIDATED DAMAGES. 12.3 Liquidated Damages BB. Article 12, Section 3 of the Agreement is hereby amended to read as follows: “
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DEFAULT, REMEDIES AND LIQUIDATED DAMAGES. (a) If the sale of the Shares is not consummated in accordance with this Agreement because of Xxxxxx's breach hereof, Purchaser's sole remedy shall be to terminate Purchaser's obligations under this Agreement pursuant to Section 11.2, and recover damages equal to Purchaser's actual, reasonable, out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement. Purchaser shall have no other remedies, whether at law or in equity, for any default hereunder; provided that Purchaser will be entitled to the benefit of any obligations, covenants and indemnities hereunder and under the Confidentiality Agreement which -25- <PAGE> 27 expressly survive the termination this Agreement. Purchaser may only avail itself of the remedies in this Section 10.5(a) if, at the time of Xxxxxx's default, Purchaser is not in default hereunder. (b) If the purchase of the Shares is not consummated in accordance with this Agreement because of Purchaser's breach hereof, Xxxxxx's sole remedy shall be to terminate Raytel's obligations under this Agreement pursuant to Section 10.1. Raytel shall have no other remedies, whether at law or in equity, for any default hereunder; provided that Xxxxxx will be entitled to the benefit of any obligations, covenants and indemnities hereunder and under the Confidentiality Agreement which expressly survive the termination of this Agreement. Raytel may only avail itself of the remedies in this Section 11.5(b) if at the time of Purchaser's default, Xxxxxx is not in default hereunder. THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT XXXXXX'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN AND THAT THE LIQUIDATED DAMAGES AMOUNT SPECIFIED HEREIN REPRESENTS THE PARTIES' REASONABLE ESTIMATE OF SUCH DAMAGES. THE PAYMENT OF THE LIQUIDATED DAMAGES AMOUNT IS NOT INTENDED AS A FORFEITURE OR A PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO RAYTEL PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671, 1676 AND 1677. ARTICLE XI
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DEFAULT, REMEDIES AND LIQUIDATED DAMAGES. 79 11.1 Events of Default 79 11.2 Criminal Activity of Company 81 11.3 Right to Terminate Upon Default 81 11.4 Liquidated Damages 82 11.5 Excuse from Performance 86 11.6 Assurance of Performance 88 ARTICLE 12 OTHER AGREENEBTS OF THE PARTIES 88 12.1 Relationship of Parties 88 12.2 Compliance with Law 88 12.3 Governing Law 89 12.4 Jurisdiction 89 12.5 Assignment 89 12.6 Contracting or Subcontracting 91 12.7 Binding on Assigns 91 12.8 Transition to the Next Company 91 12.9 Parties in Interest 91 12.10 Waiver 92 12.11 Condemnation 92 12.12 Notice 92 12.13 Representatives of the Parties 93 12.14 City Free to Negotiate with Third Parties 93 12.15 Compliance with Municipal Code 93 12.16 Privacy 93 12.17 Proprietary Information, Public Records 94 12.18 Attorney’s Fees 94 ARTICLE 13 MISCELLANEOUS AGREEMENTS 94 13.1 Entire Agreement 94 13.2 Section Headings 94 13.3 References to Laws 94 13.4 Interpretation 94 13.5 Amendment 94 13.6 Severability 95 13.7 Exhibits 95 13.8 Non-Waiver Provision 95 Exhibits
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DEFAULT, REMEDIES AND LIQUIDATED DAMAGES. Deleted:
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Related to DEFAULT, REMEDIES AND LIQUIDATED DAMAGES

  • REMEDIES AND DAMAGES Section 17.1 (A) If there shall occur any Event of Default, and this Lease and the Term shall expire and come to an end as provided in Article 16 hereof:

  • Default Remedies A "Default" shall exist if any of the following ----------------- occurs and is not remedied (i) in the case of events described in clause (a) below, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the Company; or (f) a sale of all or substantially all of the assets of the Company unless waived in writing by the Lender. Upon the occurrence of a Default, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).

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