Default Termination Remedies. In the event of Seller’s breach of this Purchase Agreement, including if Seller fails to deliver the Property as set forth herein or fails to meet City’s Specifications, City may, at its option, take any or all of the following actions without prejudice to any other rights or remedies available to the City by law: (i) declare the Seller in default and immediately cancel and rescind this Purchase Agreement; (ii) require Seller to repair or replace any equipment or materials used in the Property, and upon Seller’s failure or refusal to do so, repair or replace the same at Seller’s expense; (iii) reject any material or equipment included in the Property containing defective or nonconforming equipment or material and return for credit or replacement at Seller’s option; or (iv) cancel any outstanding deliveries and treat such breach by Seller as Seller’s repudiation of this Purchase Agreement. Thereafter, City may procure substitute property to replace the Property described herein. In such event, Seller is liable to City for the difference between the price set forth herein and the price paid by City for the replacement property. Additionally, the City may pursue any other remedy it has at law or in equity. In the event of the City’s breach hereunder, Seller’s exclusive remedy shall be Seller’s recovery of the material or equipment or of the Purchase Price or portion of the Purchase Price payable for equipment and material delivered to the City prior to such breach.
Default Termination Remedies. 7.1 The following shall each constitute an Event of Default by a Party to this Agreement:
(a) a Party breaches any non-monetary material obligation under the Agreement and fails to cure such breach within thirty (30) days after notification by another Party of the breach;
(b) a Party fails to make a payment due under this Agreement within forty-five (45) days after such payment is due unless such payment is contested;
(c) if any material representation or warranty made by a Party proves to have been misleading or false in any material respect when made and such Party does not cure the underlying facts so as to make such representation or warranty correct and not misleading within fifteen (15) days of written notice from another Party; and
(d) a Party fails to provide or maintain in full force and effect any required insurance, if such failure is not remedied within three (3) Business Days after receipt of written notice from another Party, or the occurrence of a default by the insurer of a Party under any insurance policy provided hereunder.
Default Termination Remedies. If one or more of the following events occurs, LESSOR or LESSEE, as the case may be, will be deemed for all purposes to be in default hereof, and the other party thereupon shall have the right to terminate this Lease and will be afforded the remedies provided under this Lease or under applicable law:
(a) LESSOR or LESSEE violates or otherwise fails to comply substantially with any requirement imposed upon or promise made by it in this Lease, and within ten (10) days after written notice is given by the other party of such violation of or failure to comply substantially with, fails to correct such violation or failure to comply, unless such violation or failure to comply cannot reasonably be corrected within said ten (10) day period, or fails to initiate and diligently pursue such correction to completion;
Default Termination Remedies. (a) Upon the occurrence of a material default hereunder, which default is not cured within thirty (30) days following written notice of default, or, if such default is not reasonably capable of cure during such period, within ninety (90) days following written notice of default provided that the defaulting party is exercising good faith and due diligence to cure the default, the non-defaulting party may terminate this Lease.
(b) City may terminate this Lease with immediate effect if BRD (i) makes an assignment or any general arrangement for the benefit of creditors, (ii) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy or similar law for the protection of creditors, or has such a petition filed against it, (iii) otherwise becomes bankrupt or insolvent (however evidenced), or (iv) is unable to pay its debts as they fall due.
(c) Upon the termination of the Development and Operating Agreement in accordance with its terms, this Lease shall terminate, without any further action on the part of the parties hereto, upon the termination date of the Development and Operating Agreement.
(d) In the event of termination of this Lease for any reason, BRD shall, with immediate effect, cease to be obligated to pay any rental amounts or Operating Costs due hereunder which are incurred and/or payable after the termination date and shall have no further liability or obligations to the City except as otherwise provided for in this Lease.
(e) Notwithstanding the termination or expiration of this Lease, and except as otherwise stated in this Lease, those obligations contained herein that by their terms or nature are intended to survive such termination or expiration and shall be binding upon the parties and their legal representatives, heirs, successors and assigns.
Default Termination Remedies. If; 1) Customer shall fail to make any payment hereunder when due, or 2) Customer shall fails to perform any other term of this Agreement and such failure shall continue for five (5) days after written notice hereof to Customer by Supplier, or 3) Customer becomes insolvent, makes an assignment for the benefit of creditors, or dissolves or liquidates a substantial part or all of its business or becomes subject to a bankruptcy, receivership, or other similar proceeding filed by or against it, or 4) Customer is acquired by or merges with any other entity, unless this Agreement is assumed in writing by the new entity and such assumption is agreed to by Supplier; then Customer shall be in default of this Agreement and Supplier shall have the right to exercise one or more of the following remedies: a) to declare the entire amount of rent hereunder immediately due and payable, without notice or demand to Customer; b) to xxx for and recover all rents, and other payments, then accrued or thereafter accruing; c) to take possession of any or all items of the equipment without demand, notice, or legal process, wherever they may be located. Customer hereby waives any and all damages occasioned by such taking of possession. Any taking of possession shall not constitute a termination of this Agreement as to any or all items of equipment, unless Supplier expressly so notifies Customer in writing; d) to terminate this Agreement as to any or all items of equipment; and e) to pursue any other remedy at law or in equality. Notwithstanding any said repossession, or any other action which Supplier may take, Customer shall be and remain liable for the full performance of all obligations on the part of Customer to be performed under this Agreement. All such remedies are cumulative, and may be exercised concurrently or separately.
Default Termination Remedies. If one or more of the following events occurs, LESSOR or LESSEE, as the case may be, will be deemed for all purposes to be in default hereof, and the other party thereupon shall have the right to terminate this Lease and will be afforded the remedies provided under this Lease and under applicable law:
(a) LESSOR or LESSEE violates or otherwise fails to comply substantially with any requirement imposed upon or promise made by it in this Lease, and within ten (10) days after written notice is given by the other party of such violation of or failure to comply substantially with, fails to correct such violation or failure to comply, unless such violation or failure to comply cannot reasonably be corrected within said ten (10) day period, or fails to initiate and diligently pursue such correction to completion; ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(b) LESSOR or LESSEE: (i) becomes insolvent (which term is defined for purposes hereof as failure generally to meet its obligations as the same become due); (ii) files a voluntary petition in bankruptcy, reorganization, receivership, or arrangement; (iii) files an answer admitting any material allegation of any insolvency petition filed pursuant to any insolvency act, federal, or state; (iv) makes an assignment for the benefit of creditors; or (v) applies for, consents to, or suffers the appointment of a receiver or trustee for any part of its property or assets.
Default Termination Remedies. 11.1 Events of Default. Each of the following shall constitute an Event of Default:
(a) a Party fails to make when due, any payment required pursuant to this Agreement;
(b) Seller fails to timely satisfy the Completion Deadline (as such time period may be extended pursuant to Section 4.2);
(c) Seller fails to timely satisfy the Commercial Operation Date Deadline by the date that is ninety (90) days after such Completion Deadline;
(d) any of the representations, warranties or covenants made by a Party in this Agreement is false or misleading in any material respect, or not performed as required in a timely manner, and is not cured within the applicable Cure Period;
(e) a Party, or the entity that controls or owns a Party, ceases the conduct of active business; or if proceedings under the federal bankruptcy law or insolvency laws shall be instituted by or for or against a Party or the entity that controls or owns a Party; or if a receiver shall be appointed for a Party or any of the Party's assets or properties, or for the entity that controls or owns a Party; or if any part of a Party's assets shall be attached, levied upon, encumbered, pledged, seized or taken under any judicial process, and such proceedings shall not be vacated or fully stayed within sixty (60) days thereof; or if a Party shall make an assignment for the benefit of creditors; or if a Party admits in writing its inability to pay its debts as they become due.
Default Termination Remedies. In addition to the rights of City to suspend and/or terminate this Agreement in accordance with its terms and conditions, either Party may terminate this Agreement, upon (i) any material breach or default of any representation or warranty of the other Party upon thirty (30) days written notice and such breach or default remaining uncured at the end of such thirty (30) day period, or (ii) any material breach or default of any covenant or agreement of the other Party upon thirty (30) days written notice and such breach or default remaining uncured at the end of a thirty (30) day cure period. Upon any such suspension and/or termination pursuant to Section 3.03 hereof or the immediately preceding sentence, the aggrieved Party shall, in addition to its rights and remedies herein, have the right to any and all remedies at law or equity.
Default Termination Remedies. If US2 fails to close on the D-2 Block Closing Date for any reason other than the SRA’s failure to perform its obligations hereunder, the SRA shall be entitled to terminate this Master LDA and to retain the entire D-2 Block Deposit as liquidated damages as its sole remedy notwithstanding any other provision under this Master LDA for US2’s failure to so close. The SRA and US2 agree that the D-2 Block Deposit is a fair and reasonable amount to be retained by the SRA as agreed and liquidated damages in light of the SRA’s entering into this Master LDA with US2, and the costs incurred by the SRA in connection therewith, and shall not constitute a penalty or a forfeiture. If prior to the D-2 Block Closing US2 shall become in breach of or default under this Master LDA with respect to any other obligations hereunder, Escrow Agent shall, upon written instructions from the SRA, wire the D-2 Block Deposit to the SRA in the amount of all such damages.
Default Termination Remedies
