Disputed Performance Obligation Sample Clauses

Disputed Performance Obligation. The right to compel a conveyance to Founder under Section 4.01, shall be available to the Founder Parties notwithstanding whether the Company disputes its obligation to convey any such Homesite in accordance with the underlying Program Documents. If, and only if, (x) the Company or a Company Affiliate alleges in good faith that the applicable Founder Party does not have the right to purchase the Homesites solely because the applicable Founder Party exercise of a purchase option violated specifically identified pooling cross-termination rights pursuant to a Cross-Termination Agreement (such allegation, a “Pooling Violation Allegation”) and (y) the Company notifies Founder of such dispute arising and specifically identifies the Cross-Termination Agreement at issue, prior to the end of the applicable 10-day cure period described in Section 4.01(a) (a “Dispute”), then: (a) Notwithstanding Founder’s right to xxxxx monthly option payments pursuant to Section 4.02, Founder shall continue to make timely payment of all Monthly Option Payment obligations under any Program between Founder and the Company; (b) the Company shall, upon written request from Founder, at Founder’s sole and absolute discretion, discontinue payment of management fees to the Manager for the Dispute Period; provided, however that if any Dispute is resolved by final unappealable judgement in favor of the Company, Founder shall, on behalf of the Company, pay to Manager any such withheld payment; (c) if a Dispute is resolved by settlement or an unappealable judgement by a court of competent jurisdiction in favor of Founder, then, in lieu of any other remedies available to Founder at law or in equity, the Company shall remit to Founder, as liquidated damages, an amount equal to three times all such Monthly Option Payments received during the Dispute Period; (d) if a Dispute is resolved by settlement or an unappealable judgement by a court of competent jurisdiction in favor of the Company, then, in lieu of any other remedies available to the Company at law or in equity, Founder shall remit to the Company, as liquidated damages, an amount equal to three times all Monthly Option Payments that were received during the Dispute Period; and (e) During the Dispute Period, the construction of any homes performed by any Founder Party pursuant to a Fee Building Request (as defined in the Master Program Agreement or its functional equivalent in any similar successor or supplemental agreement by and between a ...
Sample 1
AutoNDA by SimpleDocs

Related to Disputed Performance Obligation

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement through no fault of its own then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon. Upon delivering such notice, the obligation of the affected party, so far as it is affected by such Force Majeure as described, shall be suspended during the continuance of the inability then claimed but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. In the event that Vendor’s obligations are suspended by reason of Force Majeure, all TIPS Sales accepted prior to the Force Majeure event shall be the legal responsibility of Vendor and the terms of the TIPS Sale Supplemental Agreement shall control Vendor’s failure to fulfill for a Force Majeure event.

  • Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).

  • Waiver The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

  • Notice Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by registered or certified mail, postage prepaid, addressed by the party giving notice to the other party at the last address furnished by the other party to the party giving notice: if to the Issuer, at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, and if to Distributors, at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!