Default Remedy. In the event that either party fails to perform its respective obligations hereunder, the party claiming default shall deliver written notice of such default and a demand for cure to the other party. In the case of the Seller’s default, the Seller shall have thirty (30) calendar days from receipt of the Buyer’s notification to either remedy the default or confirm in writing that a remedy is required and that the Seller will undertake to cure the default as soon as reasonably possible. If the Seller fails to cure the default within this period or fails to confirm that a remedy is required, the Seller shall, within fifteen (15) calendar days thereafter, provide a written acknowledgment of the default attesting to the breach. Upon the Seller’s acknowledgment of default, the sum paid as Deposits shall be returned to the Buyer within a maximum of ninety (90) calendar days from the date of such acknowledgment. The Buyer’s notification must specify the breach attributable to the Seller and include the demand for the return of Deposits as the sole, sufficient, and definitive indemnification for any loss or damages caused by the Seller’s breach. If the Purchaser defaults and fails to comply with a written demand (including demands for payment of any Additional Deposits due) within twenty (20) calendar days after receipt of such demand, the Seller will have the option to either waive the default or terminate this Agreement. Upon termination, the Seller shall retain the Deposits as liquidated damages and not as a penalty. Upon such retention of the Deposits, both Parties will be discharged from any further obligations and liabilities under this Agreement, and the Seller shall be free to sell the Unit to a third party. It is specifically acknowledged that both the Purchaser and Seller waive all rights to claim or demand specific performance of this Agreement. These remedies shall be in lieu of all other remedies available to the parties at law and in equity.
Default Remedy. In the event the Developer (a) fails to perform any obligation of the Developer set forth herein, or otherwise comply with any stipulation or restriction set forth herein, or (b) any representation or warranty of the Developer set forth herein, is determined by the City to have been materially untrue when made, in addition to any remedies now or hereafter provided by law and in equity, the City or its designee, following prior written notice to the Developer, may (i) institute suit(s) to enjoin such violation by ex parte, temporary, preliminary or permanent injunction, including prohibitory and or mandatory injunctive relief, and to require the restoration of the Property to the condition and appearance required under this Easement or (ii) enter upon the Property, correct any such violation, and hold the Developer responsible for the cost thereof, and such cost until repaid shall constitute a lien on the Property, or (iii) revoke the City’s acceptance of this Easement by seeking judicial extinguishment in a court of competent jurisdiction on the grounds that the Developer’s default renders impossible or impractical the continued use of the Property for conservation purposes as defined under the Act. In the event the Developer violates any of its obligations under this Easement, the Developer shall reimburse all reasonable court costs and attorneys’ fees.
Default Remedy. (a) If any Buyer is in Default for nonpayment, subject to any duty or obligation under this Agreement, Seller may continue to provide services to such Defaulting Buyer, and shall continue to provide services with respect to the non-Defaulting Buyers, pursuant to its obligations under this Agreement; provided that nothing in this Section 13.2(a) shall affect Seller’s rights and remedies set forth in this Section 13.2.
Default Remedy. 3 22.4.1 If the Interconnector is in Default, subject to Section 8.4 herein and except as 4 necessary to maintain the safety and reliability of the Common Bus in 5 accordance with Section 8.1.1 herein, Operator shall continue any of the 6 services provided or made available hereunder to Interconnector and not 7 suspend any right granted to Interconnector pursuant to Section 6 hereof; 8 provided that Operator may exercise its rights and remedies set forth in 9 Section 22.4.5 herein. Operator's continuance of Interconnector's service and 10 rights shall not act to relieve Interconnector of any of its duties or obligations 11 under this Agreement.
12 22.4.2 Within ten (10) Business Days after receiving notice that another Hassayampa 13 Interconnector is in breach of its obligation to pay any portion of the Operating 14 Costs and has not cured such breach within the applicable cure period, 15 Interconnector shall pay its Pro Rata Share (calculated without including the 16 terminations of the defaulting entity) of such unpaid amount. In such event, 17 Operator shall diligently exercise its rights and remedies available under 18 contract, at law or in equity against the breaching Hassayampa 19 Interconnector, in order to effectuate the reimbursement of Interconnector.
20 22.4.3 If any Hassayampa Interconnector cures a payment breach after 21 Interconnector has paid any portion thereof, Operator shall reimburse 22 Interconnector out of the amounts paid to effectuate such cure.
23 22.4.4 If any Party failed to perform any duty or obligation under this Agreement and 1 such failure causes or threatens immediate harm to another Party, the 2 affected Party may, whether or not notice has been given or the applicable 3 grace period has expired, and whether or not the dispute resolution procedure 4 set forth in Section 23 herein has been completed, bring an action in any court 5 of competent jurisdiction seeking injunctive relief in accordance with 6 applicable rules of civil procedure.
7 22.4.5 Except as expressly limited by this Agreement, in the event Interconnector is 8 in Default, Operator may without further notice exercise any rights and 9 remedies provided herein or otherwise available at law or in equity, including 10 the right to terminate this Agreement upon giving notice of intent to terminate 11 to the Interconnector and the filing at FERC of a notice of termination for the 12 Agreement, which filing must be accepted for filing by FERC.
13 22.4.6 If the Oper...
Default Remedy. (a) If a Member fails to pay any amount that it is required to pay under this Agreement (including Capital Contributions under Sections 5B or 5C), it shall be a Defaulting Member. The Company and the Non-Defaulting Members may each pursue any and all available legal or equitable remedies against the Defaulting Member, including, without limitation, actions to compel payment of the amount due. The Members each waive the requirement that any action for collection be in the form of an accounting proceeding or that they await the dissolution of the Company. The Defaulting Member shall pay interest to the Company on the amount in default at an annual interest rate of five percent (5%) above the Prime Rate (but in no event at an interest rate higher than the maximum rate legally permitted) and reasonable fees (including attorneys'), costs and expenses of enforcement incurred by the Company and/or the Non-Defaulting Members. Interest shall begin to accrue on the twenty first (21st) day after the notice from the Managing Member described in Section 5C.
(b) In lieu of pursuing any right or remedy under this Agreement or at law or in equity, a Non-Defaulting Member shall have the right to demand and receive from LLC Agreement of Deep Pacific, LLC - 6 the Company an immediate return of the additional Capital Contribution that was made by such Non-Defaulting Member but not made by the Defaulting Member.
(2) In addition to the remedies described in Section 5D(l)(a) and (b), a Non-Defaulting Member shall have the following cumulative rights and remedies:
(a) A Non-Defaulting Member may lend to the Defaulting Member, on a demand basis, all or any part of the amount in default. The loan shall be disbursed by the Lending Member to the Company on behalf of the Defaulting Member. The Defaulting Member shall be deemed to have made a Capital Contribution to the Company in the amount of the loan, subject to reduction as described in Section 5D(2)(b)(iii). The loan shall bear interest at an annual interest rate of five percent (5%) above the Prime Rate (but in no event at an interest rate higher than the maximum rate legally permitted). The Lending Member shall have a continuing lien and security interest on the Interest of the Defaulting Member to secure the repayment of the loan and interest due thereon, which lien may be foreclosed and enforced at any time and from time to time in accordance with applicable law, after ten (10) days' prior notice to the Defaulting Member. The ...
Default Remedy. If a Default has occurred and is continuing, the remedy of the non-defaulting Party shall be the exercise of any rights and remedies provided for herein, or otherwise available at law or equity, including (i) application of all amounts available under the Development Security Deposit against any amounts then payable by Seller to Buyer under this Agreement or any Ancillary Documents and (ii) termination of this Agreement pursuant to Section
Default Remedy. If a Default has occurred and is continuing, the remedy of the non-defaulting Party shall be the exercise of any rights and remedies provided for herein, or otherwise available at law or equity, including (i) application of all amounts available under the Development Security Deposit against any amounts then payable by Seller to Buyer under this Agreement or any Ancillary Documents and (ii) termination of this Agreement pursuant to Section 11.3. No failure of either Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by either Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power.
Default Remedy. (a) Each and any of the following shall be considered an “Event of Default:”
(i) If Licensee ceases to do business in the Territory for a period exceeding one hundred eighty (180) days;
(ii) If Licensee’s business activities materially alters, disparages or dilutes the quality associated with the Licensed IP, or the associated goodwill, and Licensee fails to cure or adequately address such tarnishment, as assessed in Licensor’s sole discretion within thirty (30) days after notice thereof;
(iii) If Licensee fails to meet Quality Standards measures with respect to the production of the Licensed Products and Licensee fails to cure such quality issues within thirty (30) days of notice thereof, or such other time as reasonably necessary to cure such quality issues;
(iv) If Licensee is Insolvent;
(v) The Licensee is convicted of a criminal offense, and such conviction would under Applicable Law disqualify the Licensee from continuing its obligations under this Agreement under Applicable Law;
(vi) Licensee incurs a violation of Applicable Law and fails to cure such violation within a reasonable time required to cure such violation, or as otherwise promulgated by Applicable Law;
(b) Licensee acknowledges and agrees that Licensor shall be entitled to specific performance of the terms and conditions set forth herein and to preliminary and permanent injunctive relief relating to the enforcement of such terms and conditions. Licensor shall not be required to post a bond or to show special damages in any proceeding seeking any such equitable relief.
Default Remedy. In the event the Property Owner (a) fails to perform any obligation of the Property Owner set forth herein or in the Program Agreement, or otherwise comply with any obligation or restriction set forth herein, or (b) any representation or warranty of the Property Owner set forth herein, is determined by the City to have been untrue when made, in addition to any remedies now or hereafter provided by law and in equity, the City or its designee, following prior written notice to the Property Owner, may (aa) institute suit(s) to enjoin such violation by ex parte, temporary, preliminary or permanent injunction, including prohibitory and or mandatory injunctive relief, and to require the restoration of the Property to the condition and appearance required under this Easement, or (bb) enter upon the Property, correct any such violation, and hold the Property Owner responsible for the cost thereof, and such cost until repaid shall constitute a lien on the Property, or (cc) revoke the City's acceptance of this Easement by written notice to the Property Owner and the Property Owner shall reimburse the City all or part of the Purchase Price. Determination of the amount due to the City shall be made as follows: during the first half of the Term of the Easement, the Property Owner shall reimburse the City the full amount of the Purchase Price. Thereafter, on each anniversary of the execution of the Easement, the amount the Property Owner shall pay in the event of a default shall be reduced by a pro-rata portion of the original amount of the Purchase Price for the remaining years of the Term. In the event the Property Owner violates any of Property Owner’s obligations under this Easement, the Property Owner shall reimburse the City for any and all costs and expenses incurred in connection therewith, including all court costs and attorneys' fees.
Default Remedy. Grantee will be in default of this Agreement if Grantor determines, in its sole discretion, that Grantee (i) has not demonstrate satisfactory performance or financial accountability; (ii) has failed to comply with any of terms or conditions of this Agreement; (iii) is not in compliance with all applicable District and federal laws and regulations. In the event of a default under this section, Grantor may provide Grantee with written notice of the default, along with a demand to cure by the date set forth in the notice, which shall be no less than five (5) days after notice of the default. If the default is not cured or remedied by the date set forth in the notice, Grantor may refuse to disburse the Grant Funds or otherwise suspend or terminate funding to Grantee, as applicable, and if applicable, Grantor may demand in writing the repayment or return of some or all of the Grant Funds, whether or not such Grant Funds have been previously disbursed, obligated or committed by Grantor or the District.
