Early Termination by Seller Sample Clauses

Early Termination by Seller. In addition to the right to terminate upon a Buyer Event of Default as provided in Article 6, Seller shall have the right at any point up to the Project COD Deadline, unless waived by Seller in writing, to terminate this Agreement, without any further or financial obligation to Buyer as a result of such termination, by written notice to Buyer if despite Seller having used [commercially reasonable efforts], it could not obtain all Consents required to achieve Project COD, without material conditions unacceptable to Seller acting reasonably. In the event of such termination, Seller will be entitled to a return of any Seller Security provided to Buyer.
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Early Termination by Seller. In addition to the right to terminate upon a Buyer Event of Default as provided in Article 6, Seller shall have the right at any point up to the Project COD Deadline, unless waived by Seller in writing, to terminate this Agreement, without any further or financial obligation to Buyer as a result of such termination, by written notice to Buyer if despite Seller having used [commercially reasonable efforts], it could not obtain all Consents required to achieve Project COD, without material conditions unacceptable to Seller acting reasonably. In the event of such termination, Seller will be entitled to a return of any Seller Security provided to Buyer. Effective Date Notwithstanding anything herein, this Agreement shall be null and void and the Parties shall have no obligation to each other hereunder if the Effective Date has not occurred on or before, [DATE TO BE INSERTED] unless otherwise mutually agreed by the Parties in writing. OBLIGATIONS AND DELIVERIES Delivery and Sale of Products
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Early Termination by Seller. Seller shall have the right to terminate Seller’s performance of all, but not less than all, of the Services if Buyer breaches its obligations under this Agreement and such breach is not cured within thirty (30) days after Buyer’s receipt of written notice thereof from Seller. If Seller terminates its performance of all of the Services pursuant to this Section 6(c), then such termination shall constitute the termination of this Agreement.
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Early Termination by Seller. Notwithstanding the foregoing, this Agreement may be terminated and all rights to the Intellectual Property shall revert back to the Seller if, in the event that (i) the Royalty Fee is not paid for any period on the Payment Due Date for that calendar period, or (ii) the Purchaser materially breaches or defaults under the terms of any provision of this Agreement; provided, however, that Purchaser shall not have cured such non-payment or default pursuant to this Agreement.
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Early Termination by Seller. Not later than sixty-five (65) days following the Effective Date, Seller, in its sole discretion and without cause, may terminate this Agreement by providing notice to Buyer. In the event Seller terminates this Agreement pursuant to this Section 2.2, all rights, obligations and liabilities of both Parties under this Agreement shall immediately cease and be of no further force and effect and neither Party shall be obligated to the other Party for any costs, expenses, damages or other charges incurred prior to or as 41 47 a result of such early termination, other than as may have been specifically provided for in that certain Reimbursement Agreement between the Parties attached hereto as Exhibit H, as may be amended from time to time.
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Early Termination by Seller. In addition to the right to terminate upon a Buyer Event of Default as provided in Article 6, Seller shall have the right at any point up to the Project COD Deadline, unless waived by Seller in writing, to terminate this Agreement, without any further or financial obligation to Buyer as a result of such termination, by written notice to Buyer if either event described in Section 2.4.1 or 2.4.2 has not been waived or satisfied. In the event of such termination, Seller will be entitled to a return of any Seller Security provided to Buyer. If Seller has used commercially reasonable efforts, but cannot obtain all Consents required to complete Project COD, free of material conditions reasonably unacceptable to Seller; or If Seller has used commercially reasonable efforts, but cannot execute an Interconnection Agreement, free of material conditions reasonably unacceptable to Seller, which allows for the Project and the Electrical Interconnection Facilities to meet Seller’s delivery obligations to Buyer with a schedule of completion of the Electrical Interconnection Facilities by no later than [Insert Date] or if approval for parallel operations from the Connecting Transmission Owner is not provided by [Insert Date] Effective Date Notwithstanding anything herein, this Agreement shall be null and void and the Parties shall have no obligation to each other hereunder if the Effective Date has not occurred on or before [Insert Date], unless otherwise mutually agreed by the Parties in writing. OBLIGATIONS AND DELIVERIES Delivery and Sale of Products Seller shall, in accordance with Sections 3.1.1 and 3.1.2, as applicable, sell and deliver to Buyer at the Delivery Point all Energy produced by the Project during the Term, and convey to Buyer all Related Capacity and Renewable Attributes associated with and attributable to such Energy, and Buyer shall purchase all such Energy. Buyer shall pay Seller the applicable Monthly Costs set forth in Exhibit C for Delivered Energy in the corresponding Contract Year, subject to the provisions of Sections 5.2 and 5.3. For the avoidance of doubt, there shall be no additional charge to Buyer for Renewable Attributes or any Related Capacity. Delivered Energy Title to and risk of loss for all Delivered Energy shall pass from Seller to Buyer at the Delivery Point. Seller shall be responsible for any costs or charges related to the Seller’s transmission and delivery of Energy up to the Delivery Point, and Buyer shall be responsible for an...
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Early Termination by Seller. Notwithstanding any provisions of this Agreement to the contrary, (a) if no financial closing for the construction of the Facility occurs before December 31, 2007, or (b) if Seller reasonably determines that the requirements of the permits issued for the Facility would make development or operation of the Facility infeasible or uneconomic, Seller shall, on the terms and subject to the conditions of this Section 2.4, have the right to terminate this Agreement, without any further financial or other obligation to Buyer as a result of such termination (except as expressly provided herein), by providing written notice of such determination to Buyer at any time before December 31, 2007. Seller shall provide written notice to Buyer of financial closing for the construction financing of the Facility within five (5) Business Days after such financial closing has occurred.
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Early Termination by Seller. Seller shall have the right, but not the obligation, to terminate this Agreement prior to the Expiration Date only upon the occurrence of: (i) the determination by Seller in its sole and absolute discretion within one hundred eighty (180) days from the Effective Date that it is unable or that it would be commercially unreasonable to install the System on the Site; (ii) an unstayed order of a court or administrative agency having the effect of subjecting the sales of Energy Output to federal or state regulation of prices and/or service; (iii) elimination or alteration of one or more Rebates or Other Credits or other change in law that results in a material adverse economic impact on, or impairment of, Seller’s ability to meet its ongoing financial obligations with regards to the System; or (iv) the termination of the License Agreement by its terms and conditions for any reason prior to the Expiration Date. In the event that Seller terminates this Agreement pursuant to Sections 6.1(b)(i)-(iv), this Agreement shall terminate without triggering the default provisions of this Agreement or the Termination Value set forth in Exhibit C, and with no liability of either Party to the other Party except such amounts then due and owing under this Agreement as of the date of such termination.
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Early Termination by Seller. Participation in Future Programs‌ If the Seller terminates this EPA under section 15.3(a), the Seller and its Affiliates may be, in relation to or in connection with the Seller’s Plant, ineligible to participate in any future calls for power or power procurement or acquisition initiatives, programs or activities led, initiated or administered by the Buyer or the Province of British Columbia. If, after the Effective Date, the Seller wishes to sell, transfer or assign its interest in the Seller’s Plant to any other Person, the Seller will inform the prospective transferee prior to agreeing to transfer such interest that the Buyer may not consider, approve or permit any applications or requests for participation by any Person, with respect to or in connection with the Seller’s Plant, in any future calls for power or power procurement or acquisition initiatives, programs or activities in such circumstances.
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Related to Early Termination by Seller

  • Termination by Seller Subject to any limitations imposed by Law, Seller may terminate this Agreement for any of the following grounds. (1) Buyer’s failure to comply with any provision of this Agreement, which provision is both reasonable and of material significance to the relationship under this Agreement; (2) Buyer’s failure to exert good faith efforts to carry out the provisions of this Agreement; (3) The occurrence of an event which is relevant to the relationship under this Agreement and as a result of which termination of this Agreement is reasonable, including, without limitation, the following events: (i) Buyer’s fraud or criminal misconduct relevant to the operation of Buyer’s business, Buyer’s Marketing Premises, or Buyer’s Outlets; (ii) Buyer’s declaration of bankruptcy or judicial determination of insolvency of Buyer; (iii) Buyer’s continuing severe physical or mental disability if Buyer is an individual, or if Buyer is a partnership or corporation, the disability of any individual who is currently in “control” of the ownership interest (“control” being the authority to direct the operations of Buyer and to have or exercise management responsibility) of at least 3 months that renders Buyer unable to provide for the continued proper operation of Buyer’s Marketing Premises or Buyer’s Outlets; (iv) Loss of Seller’s right to grant the right to use the Identifications, which are the subject of the franchise; (v) Buyer’s failure to pay to Seller in a timely manner when due all sums to which Seller is legally entitled; (vi) Buyer’s failure to operate Buyer’s Marketing Premises for 7 consecutive days, or such lesser period which under the facts and circumstances constitutes an unreasonable period of time; (vii) Buyer’s willful adulteration, mislabeling, or misbranding of motor fuels or other trademark violations; (viii) Buyer’s knowing failure to comply with the Laws relevant to the operation of Buyer’s business, Buyer’s Marketing Premises, or Buyer’s Outlets; (ix) Buyer’s conviction of any felony involving moral turpitude; (x) Subject to Article 22(b), Buyer’s death if Buyer is an individual, or if Buyer is a partnership or corporation, the death of any individual who is currently in “control” of the ownership interest of Buyer (“control” being the authority to direct the operations of Buyer and to have or exercise management responsibility); and (xi) Buyer’s failure to comply with Buyer’s obligations relating to Insurance set forth in Article 21. (4) A determination is made by Seller in good faith and in the normal course of business to withdraw from marketing of motor fuel through retail outlets in the relevant geographic market area in which Buyer’s Outlets are located; (5) Termination by Seller for cause of any other agreement between Buyer and Seller pertaining to this facility. (6) Any other ground for which termination is provided for in this Agreement or is otherwise allowed by the PMPA or other applicable Law.

  • Early Termination In the absence of any material breach of this Agreement, should the Trust elect to terminate this Agreement prior to the end of the term, the Trust agrees to pay the following fees: a. all monthly fees through the life of the contract, including the rebate of any negotiated discounts; b. all fees associated with converting services to successor service provider; c. all fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider; d. all out-of-pocket costs associated with a-c above.

  • Termination by XOOM We may terminate this Contract, or the applicable portion of this Contract, at our discretion and without penalty immediately upon notice to you if: a. do not pay your bill in full by the date on your bill; b. do anything that prevents us from supplying you with Energy or services; c. increase your consumption above 2,500 gigajoules per year; or d. do not give us satisfactory financial or credit information, do not give us a deposit when we request one, or do not meet our credit requirements. We may terminate this Contract, or the applicable portion of this Contract, at our direction and without penalty for any other reason on thirty (30) days notice.

  • TERMINATION BY MPS MPS further reserves the right to terminate this Contract at any time for any reason by giving Contractor written notice by Registered or Certified Mail of such termination. MPS will attempt to give Contractor 20 days’ notice, but reserves the right to give immediate notice. In the event of said termination, Contractor shall reduce its activities hereunder, as mutually agreed to, upon receipt of said notice. Upon said termination, Contractor shall be paid for all services rendered through the date of termination, including any retainage. This section also applies should the Milwaukee Board of School Directors fail to appropriate additional monies required for the completion of the Contract.

  • Termination by Buyer This Agreement may be terminated by Buyer and the purchase and sale of the Station abandoned, if Buyer is not then in material default, upon written notice to Seller, upon the occurrence of any of the following:

  • Early Termination by Borrower Borrower has the option, at any time upon 90 days prior written notice to Lender, to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination.

  • Termination by Us We may terminate this Contract with 30 days’ written notice as follows: 1. For Non-payment of Premiums. Premiums are to be paid by the Subscriber to Us on each Premium due date. While each Premium is due by the due date, there is a grace period for each Premium payment. If the Premium payment is not received by the end of the grace period, coverage will terminate as follows: • If the Subscriber fails to pay the required Premium within a 30-day grace period, this Contract will terminate retroactively back to the last day Premiums were paid. The Subscriber will be responsible for paying any claims submitted during the grace period if this Contract terminates. 2. Fraud or Intentional Misrepresentation of Material Fact. If the Subscriber has performed an act that constitutes fraud or made an intentional misrepresentation of material fact in writing on his or her enrollment application, or in order to obtain coverage for a service, this Contract will terminate immediately upon a written notice to the Subscriber from Us. If termination is a result of the Subscriber’s action, coverage will terminate for the Subscriber and any Dependents. If termination is a result of the Dependent’s action, coverage will terminate for the Dependent. 3. If the Subscriber no longer lives, or resides in Our Service Area.

  • Termination by Xxxxx Subject to Section 5.2, the CAISO may terminate this Agreement by giving written notice of termination in the event that the Participating Load commits any material default under this Agreement and/or the CAISO Tariff which, if capable of being remedied, is not remedied within thirty (30) days after the CAISO has given, to the Participating Load, written notice of the default, unless excused by reason of Uncontrollable Forces in accordance with Article X of this Agreement. With respect to any notice of termination given pursuant to this Section, the CAISO must file a timely notice of termination with FERC, if this Agreement was filed with FERC, or must otherwise comply with the requirements of FERC Order No. 2001 and related FERC orders. The filing of the notice of termination by the CAISO with FERC will be considered timely if: (1) the filing of the notice of termination is made after the preconditions for termination have been met, and the CAISO files the notice of termination within sixty (60) days after issuance of the notice of default; or (2) the CAISO files the notice of termination in accordance with the requirements of FERC Order No. 2001. This Agreement shall terminate upon acceptance by FERC of such a notice of termination, if filed with FERC, or thirty (30) days after the date of the CAISO’s notice of default, if terminated in accordance with the requirements of FERC Order No. 2001 and related FERC orders.

  • Termination by ICANN (a) ICANN may, upon notice to Registry Operator, terminate this Agreement if: (i) Registry Operator fails to cure (A) any fundamental and material breach of Registry Operator’s representations and warranties set forth in Article 1 or covenants set forth in Article 2, or (B) any breach of Registry Operator’s payment obligations set forth in Article 6 of this Agreement, each within thirty (30) calendar days after ICANN gives Registry Operator notice of such breach, which notice will include with specificity the details of the alleged breach, (ii) an arbitrator or court of competent jurisdiction has finally determined that Registry Operator is in fundamental and material breach of such covenant(s) or in breach of its payment obligations, and (iii) Registry Operator fails to comply with such determination and cure such breach within ten (10) calendar days or such other time period as may be determined by the arbitrator or court of competent jurisdiction. (b) ICANN may, upon notice to Registry Operator, terminate this Agreement if Registry Operator fails to complete all testing and procedures (identified by ICANN in writing to Registry Operator prior to the date hereof) for delegation of the TLD into the root zone within twelve (12) months of the Effective Date. Registry Operator may request an extension for up to additional twelve (12) months for delegation if it can demonstrate, to ICANN’s reasonable satisfaction, that Registry Operator is working diligently and in good faith toward successfully completing the steps necessary for delegation of the TLD. Any fees paid by Registry Operator to ICANN prior to such termination date shall be retained by ICANN in full. (c) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator fails to cure a material breach of Registry Operator’s obligations set forth in Section 2.12 of this Agreement within thirty (30) calendar days of delivery of notice of such breach by ICANN, or if the Continued Operations Instrument is not in effect for greater than sixty (60) consecutive calendar days at any time following the Effective Date, (ii) an arbitrator or court of competent jurisdiction has finally determined that Registry Operator is in material breach of such covenant, and (iii) Registry Operator fails to cure such breach within ten (10) calendar days or such other time period as may be determined by the arbitrator or court of competent jurisdiction. (d) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator makes an assignment for the benefit of creditors or similar act, (ii) attachment, garnishment or similar proceedings are commenced against Registry Operator, which proceedings are a material threat to Registry Operator’s ability to operate the registry for the TLD, and are not dismissed within sixty (60) calendar days of their commencement, (iii) a trustee, receiver, liquidator or equivalent is appointed in place of Registry Operator or maintains control over any of Registry Operator’s property, (iv) execution is levied upon any material property of Registry Operator, (v) proceedings are instituted by or against Registry Operator under any bankruptcy, insolvency, reorganization or other laws relating to the relief of debtors and such proceedings are not dismissed within sixty (60) calendar days of their commencement, or (vi) Registry Operator files for protection under the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq., or a foreign equivalent or liquidates, dissolves or otherwise discontinues its operations or the operation of the TLD. (e) ICANN may, upon thirty (30) calendar days’ notice to Registry Operator, terminate this Agreement pursuant to Section 2 of Specification 7 or Sections 2 and 3 of Specification 11, subject to Registry Operator’s right to challenge such termination as set forth in the applicable procedure described therein. (f) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator knowingly employs any officer who is convicted of a misdemeanor related to financial activities or of any felony, or is judged by a court of competent jurisdiction to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that ICANN reasonably deems as the substantive equivalent of any of the foregoing and such officer is not terminated within thirty (30) calendar days of Registry Operator’s knowledge of the foregoing, or (ii) any member of Registry Operator’s board of directors or similar governing body is convicted of a misdemeanor related to financial activities or of any felony, or is judged by a court of competent jurisdiction to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that ICANN reasonably deems as the substantive equivalent of any of the foregoing and such member is not removed from Registry Operator’s board of directors or similar governing body within thirty (30) calendar days of Registry Operator’s knowledge of the foregoing. (g) ICANN may, upon thirty (30) calendar days’ notice to Registry Operator, terminate this Agreement as specified in Section 7.5. (h) [Applicable to intergovernmental organizations or governmental entities only.] ICANN may terminate this Agreement pursuant to Section 7.16.

  • Termination by City City reserves the right to terminate this Agreement at any time, with or without cause, upon written notice to Consultant. Upon receipt of any notice of termination from City, Consultant shall immediately cease all services hereunder except such as may be specifically approved in writing by City. Consultant shall be entitled to compensation for all services rendered prior to receipt of City's notice of termination and for any services authorized in writing by City thereafter. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may take over the work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the services required hereunder, including costs incurred by City in retaining a replacement consultant and similar expenses, exceeds the Budget.

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