Default Termination and Remedies. 22 Section 11.1 Default 22 Section 11.2 Default Remedy 23 Section 11.3 Termination for Default 23 ARTICLE XII MISCELLANEOUS 23 Section 12.1 Authorized Representative 23 Section 12.2 Notices 24 Section 12.3 Further Assurances 24 Section 12.4 No Dedication of Facilities 24 Section 12.5 Force Majeure 24 Section 12.6 Assignment of Agreement 24 Section 12.7 Entire Agreement 26 Section 12.8 Governing Law; Venue 26 Section 12.9 Representation 26 Section 12.10 Execution in Counterparts 26 Section 12.11 Effect of Section Headings 26 Section 12.12 Waiver 26 Section 12.13 Relationship of the Parties 27 Section 12.14 Third Party Beneficiaries 27 Section 12.15 Indemnification 27 Section 12.16 Limitation of Liability 27 Section 12.17 Severability 28 Section 12.18 Disclosure of Information 28 Section 12.19 Fixed-Rate Contract: Mobile-Sierra Clause 28 Section 12.20 No Agreement for Retail Electric Service 29 Section 12.21 Attorneys’ Fees 29 Section 12.22 LADWP Business Policies 29 Section 12.22.1 Non-Discrimination and Equal Employment Practices 29 Section 12.22.2 Affirmative Action Program 32 Section 12.22.3 Compliance With Los Angeles City Charter Section 470(c)(12) 36 Section 12.22.4 Child Support Policy 37 Section 12.22.5 Equal Benefits Policy 37 Section 12.22.6 Contractor Responsibility Program 38 Section 12.22.7 Iran Contracting Act 38 Section 12.22.8 Los Angeles City Business Tax Registration Certificate 38 Section 12.22.9 Taxpayer Identification Number (TIN) 38 Section 12.22.10 Counterparts and Signatures 38 APPENDIX A FACILITY ................................................................................................... A-1 APPENDIX B BUYER AND SELLER BILLING, NOTIFICATION AND CONTACT INFORMATION...................................................................... B-1 APPENDIX C ENERGY PRODUCTION PROFILE ......................................................... C-1 APPENDIX D FORM OF GENERAL CONSENT TO ASSIGNMENT............................ D-1 APPENDIX E FORM OF CONSENT TO COLLATERAL ASSIGNMENT AND PAYMENT DIRECTION.............................................................................E-1 THIS STANDARD OFFER POWER PURCHASE AGREEMENT (“Agreement”) is
Default Termination and Remedies. 3.1 This Agreement may be terminated prior to the expiration of the Term upon the occurrence of any of the following (each an “EVENT OF DEFAULT”):
(a) the failure of Customer to pay to KeyNetGPS any sums or amounts due and owing for the Services; or
(b) the failure or neglect of Customer to observe, keep or perform any of the covenants, terms and conditions of this Agreement; or
(c) the filing of a petition for Customer’s bankruptcy, whether voluntary or involuntary, or the assignment of Customer’s assets for the benefit of creditors, or a trustee or receiver is appointed to take charge of the business of Customer for any reason, or Customer becomes insolvent or voluntary or involuntary dissolves or is wound-up.
3.2 Upon the occurrence of any Event of Default and at any time thereafter KeyNetGPS may, in its sole discretion, do any one or more of the following: (i) upon notice to Customer, terminate this Agreement; (ii) declare immediately due and payable, and require Customer to pay, all amounts hereunder that are past due, currently due and due in the future during the entire Term of the Agreement; (iii) demand that Customer cease use of KeyNetGPS and that Customer return all equipment, information and other data relating to the KeyNetGPS to KeyNetGPS; (iv) enter Customer’s premises and take immediate possession of any KeyNetGPS equipment, without liability to KeyNetGPS or its agents for such entry, or for damage to property or otherwise; or (v) by written notice to Customer, demand that Customer (and Customer agrees that it shall) pay to KeyNetGPS (as liquidated damages for loss of a bargain and not as a penalty) on the date specified in such notice an amount (plus interest thereon at the rate of 10% per annum from said date to the date of actual payment) equal to all unpaid fees which absent an Event of Default would have been payable by Customer hereunder for the full Term hereof; or (vi) proceed by court action to enforce the terms hereof or to recover damages for the breach hereof. In addition, Customer shall be liable for all legal fees and other costs and expenses resulting from the foregoing defaults or the exercise of KeyNetGPS remedies hereunder. No remedy referred to in this section 3 is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to herein or otherwise available to KeyNetGPS at law or in equity. No express or implied waiver by KyNetGPS of any default shall constitute a waiver of any other...
Default Termination and Remedies. Default and termination of this Contract shall be governed by the provisions in the Instructions/
Default Termination and Remedies. A. Client Default. Client will be in default under the Agreement if any of the following occur:
i. Client fails to make any payment of money in a timely manner;
ii. Client violates, permits any violation of, or acts in a manner inconsistent with, any licenses, agreements, or intellectual property rights related to the Agreement, any Hardware or Software serviced under the Agreement, or any Purchased Equipment;
iii. Client fails or refuses to perform each and every covenant in the Agreement;
iv. Client fails to maintain consistent communication with Crunchsoft; Crunchsoft sends courtesy notice, consisting of established client contact information on file, after 23 days of absent communication between Client and Crunchsoft. Client then has 7 days to contact Crunchsoft; should there be no contact from the Client to Crunchsoft and its staff for longer than the indicated 30 days, the services outlined in the Agreement, Estimate and/or Proposal and/or Quote are considered satisfactory and completed. Any and all payments made to Crunchsoft are non-refundable from Crunchsoft for any reason.
v. any representation or warranty of Client is untrue or becomes untrue during the Term;
vi. Client or its Affiliates commit or permit any other default under or breach of the Agreement or any other agreement between Client and Crunchsoft; or
vii. Client does not provide adequate access to Client’s facilities or takes any other action that causes Crunchsoft to not be able to perform their obligations under this Agreement; viii. commences a voluntary proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in any involuntary case under any such Applicable Law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of the Defaulting Party or for substantially all of its property or the Defaulting Party makes any general assignment for the benefit of its creditors; or
Default Termination and Remedies. (a) Should Subcontractor at any time (i) fail to prosecute and complete the Work in accordance with the current Progress Schedule; (ii) fail to diligently and continuously perform its Work; (iii) fail to correct work determined by Contractor to be defective; (iv) fail to supply the labor, materials, equipment, supervision and other things required of it in sufficient quantities and/or required quality to perform the Work with the skill, conformity, promptness and diligence required hereunder; (v) cause interference, stoppage, or delay to the Project or any activity necessary to complete the Project;
(vi) become insolvent, make a general assignment for the benefit of creditors or take the benefit of any insolvency act;
(vii) fail in the performance or observance of any of the covenants, conditions, or other terms of this Subcontract; (viii) fail to pay for any material or labor (including any fringe benefits or other employee contributions) associated with its Work; (ix) become involved in a strike or stoppage of work resulting from a dispute involving or affecting the labor employed by Subcontractor or its subcontractors; (x) fail to maintain insurance in accordance with this Subcontract; (xi) fail to fully honor its indemnity obligations; or (xii) if in the opinion of Contractor the Work of Subcontractor cannot be completed in the time period set forth in the Subcontract; then in any such event, each of which shall constitute a default hereunder by Subcontractor, Contractor shall, after giving Subcontractor notice to cure and three (3) calendar days within which to cure (provided that no notice and cure right is available to Subcontractor for a default under Section 7(a)(vi) herein), have the right to exercise any one or more of the following remedies:
(i) Contractor may immediately take any action Contractor deems necessary to correct such default, including specifically the right to provide labor, overtime labor, materials, equipment and/or other subcontractors, and may deduct the cost of correcting such default plus a markup of ten (10) percent from any payment due, or that may become due, to Subcontractor.
(ii) Contractor may terminate this Subcontract and/or the employment of Subcontractor, without thereby waiving or releasing any rights or remedies against Subcontractor or its sureties, and take possession of Subcontractor’s materials, tools, equipment, designs, shop drawings, and work product used in performing its Work, and employ another subcontr...
Default Termination and Remedies. 10 (a) Genco's Default..............................................................10 (b) ComEd Default................................................................10 (c) Remedies and Remedies Cumulative.............................................11
Default Termination and Remedies. In the event that: (i) any payment due from Buyer remains more than 30 days past due, (ii) Buyer or any guarantor of Buyer’s obligations hereunder (“Guarantor”) becomes insolvent, its business is dissolved or otherwise ceases, it assigns its assets for the benefit of its creditors, or enters (voluntarily or involuntarily) any bankruptcy or reorganization proceeding, or one of these events occurs for any guarantor of Buyer’s obligations to make payments, or (iii) there is an event of default by Buyer under this Agreement, Siemens may exercise any one or more of the following remedies (which remedies shall be cumulative, and may be exercised simultaneously, in each case to the extent permitted by law): (A) terminate this Agreement; (B) by written notice to Buyer, as liquidated damages for loss of a bargain and not as a penalty, declare the following Termination Payment as immediately due and owing: seventy-five percent (75%) of the total Service Payments for the remaining terms of this Agreement as of the date of Siemens notice (“Termination Payment”). The Termination Payment shall be calculated based on the payment period immediately following the date of such notice immediately due and payable; (C) demand and Buyer shall return the Equipment to Siemens; (D) secure peaceable repossession and removal of the Equipment by Siemens or its agent without judicial process, and in the event of either (C) or (D), Buyer shall pay all expenses in connection with the Equipment relating to its return, deinstallation, repossession and similar actions; and (E) exercise any other right or remedy that Siemens may have under applicable law. Xxxxx agrees to pay all of Siemens’s costs and expenses of enforcing Xxxxx’s rights and remedies hereunder, including without limitation reasonable attorneys’ fees.
Default Termination and Remedies. In addition to termination for default as set forth in Article XIII above, this Agreement may be terminated, or any leased vehicle to this Agreement may be removed from the Agreement by either party with at least 30 calendar days written notice to the other party. Upon the termination of this Agreement, or termination of the leasing of any particular leased vehicle(s), Lessee shall return all applicable leased vehicles on or before the date set by Lessor. The date of return shall serve as the effective termination date of this Agreement or the particular leased vehicle, as the case may be, with respect to the returned vehicle(s), and Lessee shall remit all sums due to Lessor within forty-five (45) days of the effective termination date including but not limited to service fees associated with failure to obtain required PM, excess mileage charges and/or unsatisfactorily graded vehicles.
Default Termination and Remedies. If either party fails to perform any of its obligations or agreements hereunder, the other party shall have the rights and remedies set forth in the First Amendment.
Default Termination and Remedies. (a) Failure of the Grantee to abide by all express or implied terms of this Agreement shall constitute a default in the Grantee’s obligations. The Grantee shall have thirty (30) days after written notice of non-monetary default or ten (10) days after a monetary default to cure the default. The cure period for non-monetary defaults shall be extended for a reasonable period of time if such non-monetary default cannot be cured within the thirty (30) day cure period, provided that Grantee takes appropriate action to cure said default within the thirty (30) day cure period and continues to take such action as may be necessary to complete the cure within a reasonable time.
(b) If resource damage is the cause of the default, the Grantor, without waiving or releasing any obligation or default, shall have the right, but shall be under no obligation, to step in and cure the default immediately and charge Grantee with the costs of curing said default, or may require Grantee to cure the default in less than thirty (30) days.
(i) If Grantee fails to cure the default to the reasonable satisfaction of the Grantor within the allotted time, the holder of an approved performance guarantee who has received notice this Paragraph may remedy the default within sixty (60) days from the date of receipt of notice, or within any additional period the Grantor may in its sole discretion allow for good cause shown.
(ii) If the Grantor cured the default to prevent resource damage, then the Grantor may order suspension of all operations and activity under this Agreement until compliance is achieved, or the Grantor may at its sole option terminate this Agreement. It is specifically agreed that no judicial action shall be necessary to terminate this Agreement or to allow the Grantor to retake possession of the lands subject to this Agreement.
(c) The Grantor is not liable for any expenditure made or undertaken by the Grantee under this Agreement.
(d) In addition to the above, if a Default by Grantee occurs under this Agreement, the Grantor, shall be entitled, after the cure periods set forth above have expired:
(i) To recover any and all damages including incidental and consequential damages and the full actual amount of all costs and/or fees, including attorneys’ fees, reasonably incurred.
(ii) To terminate this Agreement.
(iii) To pursue any and all remedies in addition to, or by way of, alternatives to the foregoing available at law or in equity.
(e) No improvements may be removed from...
