Common use of Default Remedies Termination Clause in Contracts

Default Remedies Termination. A. In the event of early termination under this Agreement and/or any SOW, other than for material breach by Brink's, Customer agrees that actual damages might be sustained by Brink's which are uncertain and would be difficult to determine. Customer hereby agrees to pay Brink's, as liquidated damages and not as a penalty, all remaining charges that would have been payable to Brink's from the date of termination up to and including the date of expiration of the then current term of this Agreement, plus any capital costs incurred by Brink's as a result of entering into this Agreement. Should Customer default in the payment to Brink's of any amounts due under this Agreement, then Customer shall also be responsible for interest as provided above and all attorney's fees, costs and expenses incurred by Brink's in the collection of such past due amounts. The past due amounts, interest and collection costs constitute "Unpaid Obligations". In addition to the other remedies provided in this Agreement and under applicable law, Customer hereby agrees that Brink's shall be permitted to retain as a credit and to offset against such Unpaid Obligations, on a dollar for dollar basis, any Property which Brink's has in its possession under this Agreement. B. Either party may terminate this Agreement in the event of a material breach of this Agreement (including non-payment) by the other party, provided that such breach continues for a period of thirty (30) days after receipt by the breaching party of written Notice from the non-breaching party specifying the nature of such breach. No written Notice is required if the breach is non-payment of amounts due. If such breach is cured within the applicable cure period, then this Agreement shall continue in full force and effect.

Default Remedies Termination. A. In (a) The Parties agree that monetary damages may not be an adequate remedy in the event that any of early termination the provisions of this Agreement were not performed in accordance with their specific terms. It is agreed that the Parties shall be entitled to seek equitable relief including injunctive relief and specific performance of the terms hereof, this being in addition to any other remedies to which they are entitled at law or equity, except as otherwise specifically provided in this Agreement. Each Party hereby waives any requirement of any posting of bond. (b) This Agreement and the Transactions may be terminated, at any time prior to the Closing Date (the date of any such termination, the “Termination Date”), at the terminating Party’s option and, except as otherwise set forth in this Agreement, as its sole remedy, in the following circumstances: (i) by the mutual written consent of Purchaser and Seller; (ii) by Purchaser, if the Transactions have not been consummated on or before the Outside Closing Date; provided that Purchaser shall not be entitled to terminate this Agreement pursuant to this Section 20(b)(ii) if Purchaser’s breach of any obligation, representation or warranty under this Agreement and/or any SOW, other than for material breach by Brink's, Customer agrees that actual damages might be sustained by Brink's which are uncertain and would be difficult to determine. Customer hereby agrees to pay Brink's, as liquidated damages and not as a penalty, all remaining charges that would have been payable to Brink's from has prevented the date of termination up to and including the date of expiration consummation of the then current term Transactions on or prior to such date; (iii) by Seller, if the Transactions have not been consummated on or before Outside Closing Date; provided that Seller shall not be entitled to terminate this Agreement pursuant to this Section 20(b)(ii) if Seller’s breach of any obligation, representation or warranty under this Agreement has prevented the consummation of the Transactions on or prior to such date; (iv) by Purchaser, if Seller has breached any representation, warranty, covenant or agreement contained in this Agreement, plus or if any capital costs incurred by Brink's representation or warranty of Seller has become untrue, in each case, such that the conditions set forth in Section 19(a) or Section 19(b), as a result the case may be, could not be satisfied as of entering into this Agreement. Should Customer default in the payment to Brink's of any amounts due under this AgreementClosing Date; provided, then Customer shall also be responsible for interest as provided above and all attorney's feeshowever, costs and expenses incurred by Brink's in the collection of such past due amounts. The past due amounts, interest and collection costs constitute "Unpaid Obligations". In addition to the other remedies provided in this Agreement and under applicable law, Customer hereby agrees that Brink's shall be permitted to retain as a credit and to offset against such Unpaid Obligations, on a dollar for dollar basis, any Property which Brink's has in its possession under this Agreement. B. Either party Purchaser may not terminate this Agreement in the event of a material breach of pursuant to this Agreement (including non-paymentSection 20(b)(iv) by the other party, provided that unless any such breach continues for a period of or failure to be true has not been cured within thirty (30) days after receipt written notice by Purchaser to Seller informing Seller of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the breaching party Outside Closing Date; and, provided, further that Purchaser may not terminate this Agreement pursuant to this Section 20(b)(iv) if Purchaser is then in breach of this Agreement in any material respect; (v) by Seller, if Purchaser has breached any representation, warranty, covenant or agreement contained in this Agreement, or if any representation or warranty of Purchaser has become untrue, in each case, such that the conditions set forth in Section 19(a) or Section 19(c), as the case may be, could not be satisfied as of the Closing Date; provided, however, that Seller may not terminate this Agreement pursuant to this Section 20(b)(v) unless any such breach or failure to be true has not been cured within thirty (30) days after written Notice from notice by Seller to Purchaser informing Purchaser of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the Outside Closing Date; and, provided, further that Seller may not terminate this Agreement pursuant to this Section 20(b)(v) if Seller is then in breach of this Agreement in any material respect; (vi) by Purchaser, if there has been a Material Adverse Effect; (vii) by Purchaser or Seller, if the aggregate total of Title Carveouts, Environmental Carveouts and Casualty Damage Value exceeds the Loss Threshold; or (viii) by Purchaser or Seller, if any Governmental Authority shall have issued an order or decree or taken any other action, in each case permanently restraining, enjoining or otherwise prohibiting the Transactions and such order or decree or other action shall have become final and non-breaching party specifying the nature appealable. (c) If this Agreement is terminated pursuant to Section 20(b), such termination shall be without liability to any Party to this Agreement or any Affiliate, shareholder, member, director, manager or representative of such breach. No written Notice is required if Party, except that (i) Sections 9(a), 11, 15, 16, this Section 20(c), 22-34, 36, 38-39 shall survive in accordance with their terms and (ii) nothing herein shall relieve any Party for liability for willful misconduct, fraud or any intentional breach of this Agreement (d) Notwithstanding anything contained in this Section 20, no Party shall be liable to the other Parties for any indirect, incidental, consequential or special damages suffered by such other Parties, including lost revenues or lost profits, whether arising in contract, tort, negligence, strict liability, breach is non-payment of amounts due. If statutory duty or otherwise, and regardless of any notice of the possibility of such breach is cured within the applicable cure period, then this Agreement shall continue in full force and effectdamages.

Default Remedies Termination. A. 1. In the event of early termination under this the Agreement and/or any SOW, other than for material breach by Brink's’s, Customer Xxxxxxxx agrees that actual damages might be sustained by Brink's ’s which are uncertain and would be difficult to determine. Customer hereby agrees to pay Brink's’s, as liquidated damages and not as a penalty, all remaining charges that would have been payable to Brink's ’s from the date of termination up to and including the date of expiration of the then current term of this the Agreement, plus any capital costs incurred by Brink's ’s as a result of entering into this the Agreement. Should Customer default in the payment to Brink's ’s of any amounts due under this the Agreement, then Customer shall also be responsible for interest as provided above and all attorney's ’s fees, costs and expenses incurred by Brink's ’s in the collection of such past due amounts. The past due amounts, interest and collection costs constitute "“Unpaid Obligations"”. In addition to the other remedies provided in this the Agreement and under applicable law, Customer hereby agrees that Brink's ’s shall be permitted to retain as a credit and to offset against such Unpaid Obligations, on a dollar for dollar basis, any Property which Brink's ’s has in its possession under this the Agreement. B. 2. Either party may terminate this the Agreement in the event of a material breach of this the Agreement (including non-payment) by the other party, provided that such breach continues for a period of thirty (30) days after receipt by the breaching party of written Notice from the non-breaching party specifying the nature of such breach. No written Notice is required if the breach is non-payment of amounts due. If such breach is cured within the applicable cure period, then this the Agreement shall continue in full force and effect.

Default Remedies Termination. A. In (a) If any of the event following events occur ("Events of early termination under Default"), all obligations on the part of the AGENCY/GRANTEE to make any further payment of funds hereunder shall, if the AGENCY/ GRANTEE so elects, terminate, and the AGENCY/GRANTEE may at its option exercise any of its remedies set forth herein, but the AGENCY/GRANTEE may make any payments or parts of payments after the happening of any Events of Default without thereby waiving the right to exercise such remedies, and without becoming liable to make any further payment: 1. If any warranty or representation made by the RECIPIENT/ SUBGRANTEE in this Agreement and/or or any SOWprevious Agreement with the AGENCY/GRANTEE shall at any time be false or misleading in any respect, other than for material breach by Brink'sor if the RECIPIENT/SUBGRANTEE shall fail to keep, Customer agrees that actual damages might be sustained by Brink's which are uncertain and would be difficult to determine. Customer hereby agrees to pay Brink's, as liquidated damages and not as a penalty, all remaining charges that would have been payable to Brink's from the date of termination up to and including the date of expiration observe or perform any of the then current terms or covenants contained in this Agreement or any previous agreement with the AGENCY/ GRANTEE and has not cured such in timely fashion, or is unable or unwilling to meet its obligations thereunder; 2. If any material adverse change shall occur in the financial condition of the RECIPIENT/SUBGRANTEE at any time during the term of this AgreementAgreement from the financial condition revealed in any reports filed or to be filed with the AGENCY/GRANTEE, plus any capital costs incurred by Brink's as a result of entering into this Agreement. Should Customer default in and the payment RECIPIENT/ SUBGRANTEE fails to Brink's of any amounts due under this Agreement, then Customer shall also be responsible for interest as provided above and all attorney's fees, costs and expenses incurred by Brink's in the collection of such past due amounts. The past due amounts, interest and collection costs constitute "Unpaid Obligations". In addition to the other remedies provided in this Agreement and under applicable law, Customer hereby agrees that Brink's shall be permitted to retain as a credit and to offset against such Unpaid Obligations, on a dollar for dollar basis, any Property which Brink's has in its possession under this Agreement. B. Either party may terminate this Agreement in the event of a cure said material breach of this Agreement (including non-payment) by the other party, provided that such breach continues for a period of adverse change within thirty (30) days after receipt from the time the date written notice is sent by the breaching party AGENCY/GRANTEE; Hazard Mitigation Page 7 FEMA-DR-HMGP 4167-0009-R City of Durham 3. If any reports required by this Agreement have not been submitted to the AGENCY/GRANTEE or have been submitted with incorrect, incomplete or insufficient information; 4. If the RECIPIENT/SUBGRANTEE has failed to perform and complete in timely fashion any of the services required under the Budget and Scope of Work attached hereto as "Attachment A". 5. If the necessary funds are not available to fund this agreement as a result of action by Congress, the N.C. Legislature, or the Office of State Budget and Management. (b) Upon the happening of an Event of Default, then the AGENCY/ GRANTEE may, at its option, upon written Notice notice to the RECIPIENT/ SUBGRANTEE and upon the RECIPIENTI SUBGRANTEE's failure to timely cure, exercise any one or more of the following remedies, either concurrently or consecutively, and the pursuit of any one of the following remedies shall not preclude the AGENCY/GRANTEE from pursuing any other remedies contained herein or otherwise provided at law or in equity: 1. Terminate this Agreement, provided that the RECIPIENT/ SUBGRANTEE is given at least fifteen (15) days prior written notice of such termination. The notice shall be effective when placed in the United States mail, first class mail, postage prepaid, by registered or certified mail return receipt requested, to the address set forth in paragraph (12) herein; 2. Commence an appropriate legal or equitable action to enforce performance of this Agreement; 3. Withhold or suspend payment of all or any part of a request for payment; 4. Exercise any other rights or remedies which may otherwise be available under law. (c) The AGENCY/GRANTEE may terminate this Agreement for cause upon such written notice to RECIPIENT/SUBGRANTEE of such termination and specifying the effective date thereof, at least one (1) day before the effective date of termination. Cause shall include, but not be limited to, misrepresentation in the grant application, misuse of funds; fraud; lack of compliance with applicable rules, laws and regulations; failure to perform in a timely manner, and refusal by the RECIPIENT/SUBGRANTEE to permit public access to any document, paper, letter, or other material subject to disclosure under N.C. General Statutes. (d) Suspension or termination constitutes final AGENCY/GRANTEE action. Notification of suspension or termination shall include notice of administrative hearing rights and time frames. (e) The RECIPIENT/SUBGRANTEE shall return funds to the AGENCY/ GRANTEE if found in non-compliance with laws, rules, regulations governing the use of the funds or this Agreement. (f) Notwithstanding the above, the RECIPIENT/SUBGRANTEE shall not be relieved of liability to the AGENCY/GRANTEE by virtue of any breach of Agreement by the RECIPIENT/SUBGRANTEE. The AGENCY/ GRANTEE may, to the extent authorized by law, withhold any payments to the RECIPIENT/SUBGRANTEE for purpose of set-off until such time as the exact amount of damages due the AGENCY/GRANTEE from the non-breaching party specifying the nature of such breach. No written Notice RECIPIENT/ SUBGRANTEE is required if the breach is non-payment of amounts due. If such breach is cured within the applicable cure period, then this Agreement shall continue in full force and effectdetermined.

Default Remedies Termination. A. In (a) If, on the event Closing Date, the Closing fails to occur by reason of early termination Purchaser’s failure or refusal to perform any of its material obligations hereunder (except if such failure is due to a breach by Seller of its obligations under this Agreement), then Seller may elect to terminate this Agreement and/or any SOW, other than for material breach by Brink's, Customer agrees that actual damages might written notice to Purchaser and the Deposit shall be sustained by Brink's which are uncertain and would be difficult promptly paid to determine. Customer hereby agrees to pay Brink's, Seller as liquidated damages and not as a penalty, all remaining charges in full satisfaction of claims against Purchaser hereunder, and this Agreement shall thereupon terminate. Seller and Purchaser agree that would Seller’s damages resulting from Purchaser’s default are difficult, if not impossible, to determine and that the Deposit is a fair estimate of those damages which has been agreed to in an effort to cause the amount of such damages to be certain. (b) If, on the Closing Date, the Closing fails to occur by reason of Seller’s failure or refusal to perform any of its material obligations hereunder (except if such failure is due to a breach by Purchaser of its obligations under this Agreement), then Purchaser shall have been payable the right within the thirty (30) day period immediately after the scheduled Closing Date, as its sole and exclusive remedy, to Brink's from the date of termination up to and including the date of expiration elect one (but not more than one) of the then current term following remedies: (i) terminate this Agreement by written notice to Seller, promptly after which the Deposit shall be returned to Purchaser and upon the return of the Deposit, neither party shall have any other or further obligation to the other hereunder except for obligations that expressly survive termination in accordance with the terms of this Agreement; (ii) waive the condition, plus breach, failure or refusal by written notice to Seller and proceed to close the Transaction without any capital costs incurred by Brink's as adjustment to, or credit against, the Purchase Price; or (iii) file suit for specific performance against Seller in a result of entering into this Agreement. Should Customer default court having jurisdiction in the payment State of New York; provided, further that notwithstanding the foregoing, if Purchaser for any reason has not elected to Brink's of any amounts due close under this AgreementSection 17(b)(ii) or filed such an action for specific performance as permitted under Section 17(b)(iii), then Customer shall also be responsible for interest as provided above and all attorney's feesin each case, costs and expenses incurred by Brink's in the collection of such past due amounts. The past due amounts, interest and collection costs constitute "Unpaid Obligations". In addition to the other remedies provided in this Agreement and under applicable law, Customer hereby agrees that Brink's shall be permitted to retain as a credit and to offset against such Unpaid Obligations, on a dollar for dollar basis, any Property which Brink's has in its possession under this Agreement. B. Either party may terminate this Agreement in the event of a material breach of this Agreement (including non-payment) by the other party, provided that such breach continues for a period of within thirty (30) days after receipt the scheduled Closing Date, then Purchaser shall conclusively be deemed to have irrevocably waived its right of specific performance as otherwise permitted under this Agreement and to have elected to proceed under clause (i) above as its sole and exclusive remedy under this Section 17. (c) Notwithstanding anything to the contrary in this Agreement but subject to the below terms of this subsection (c), (i) in no event shall Purchaser be permitted to seek any money damages (excluding express indemnity obligations hereunder) against Seller or any Seller Related Party with respect to any default by the breaching party Seller and (ii) Purchaser hereby irrevocably waives any and all rights Purchaser may have to seek money damages (excluding express indemnity obligations hereunder) against Seller or any Seller Related Party with respect to any default of written Notice from the non-breaching party specifying the nature of such breach. No written Notice is required if the breach is non-payment of amounts dueSeller. If such breach a default of Seller shall occur and the remedy of specific performance is cured within not available due to Seller’s assignment, conveyance or other transfer of the applicable cure periodProperty to a third-party and Purchaser terminates this Agreement under Section 10.2(b)(i), then Purchaser shall be entitled to any and all remedies at law or equity, including damages and Seller shall reimburse Purchaser for Purchaser’s actual third-party costs incurred by Purchaser in performing Purchaser’s Due Diligence and legal fees and expenses incurred by Purchaser in negotiating this Agreement and performing Purchaser’s Due Diligence and other costs and expenses incurred in connection with this Agreement and the transactions contemplated herein; provided Purchaser delivers to Seller a written demand for payment thereof which shall continue be delivered no later than thirty (30) days after Purchaser’s termination of this Agreement and which shall include copies of all invoices substantiating such third-party amounts. (d) Notwithstanding anything contained herein to the contrary, in full force the event this Agreement is terminated for any reason, Purchaser agrees that it shall remain liable for all of Purchaser’s repair and effectexpress indemnity obligations set forth hereunder. (e) The terms of this Section 17 shall survive the Closing or the earlier termination of this Agreement.