Early Termination for Default. Upon the occurrence of a Default, the Non-Defaulting Party may terminate this Agreement as set forth in Section 13.3.
Early Termination for Default. In accordance with Article 5 above, either Party may elect to terminate one or more Service Orders prior to the scheduled expiration date in the event of an uncured Default by the other Party.
Early Termination for Default. Upon the occurrence and during the continuation of a Default, and subject to applicable cure periods, if any, the Non-Defaulting Party may, in its sole discretion, terminate this Agreement as set forth in Section 13.3.
Early Termination for Default. (a) Subject to the provisions of Section 6.4, if either Party (“Breaching Party”) commits a material breach of a material obligation under this Agreement, the other Party (“Terminating Party”) may terminate this Agreement. The Terminating Party shall provide written notice to the Breaching Party, which notice shall identify the material breach with specificity, the intent to so terminate and the actions or conduct that it considers would be an acceptable cure of such breach. The Breaching Party shall have a period of [*] days ([*] days in respect of any payment default) after written notice is provided to cure such breach. If such breach is not cured within [*] days (or [*] days if applicable), or if the breach is not capable of cure, the Terminating Party may terminate this Agreement immediately upon written notice to the Breaching Party.
(b) Either Party may terminate this Agreement at any time during the Term by giving written notice to the other Party if the other Party files in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party * Confidential treatment requested; certain information filed separately with the SEC. or of its assets, or if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition is not dismissed with [*] days after the filing thereof, or if the other Party proposes or is a party to any dissolution or liquidation, or if the other Party makes an assignment for the benefit of creditors.
(c) Either Party may terminate this Agreement simultaneously with any termination of the QMS License Agreement, the Ireland License Agreement or the QMS Agreement.
Early Termination for Default. 12.2.1 In the event that any Party (the "Defaulting Party"):
(a) commits any Material Default or shall cause substantial economic harm to any Party that is not the Defaulting Party (the "Non-Defaulting Party");
(b) fails to remedy a continued breach of this Agreement within 30 days after being required in writing to do so by any Non-Defaulting Party; or
(c) enters into a voluntary or compulsory winding-up or becomes insolvent or a liquidator or receiver is appointed with authority over all or any part of its assets; then in any such case, the Non-Defaulting Party to this Agreement may terminate this Agreement by giving written notice of such termination specifying the nature of the default (the "Default Notice").
12.2.2 At the expiry of 30 calendar days after a Default Notice has been issued under Clause 12.2.1, by Onyx to Prime where Prime is the Defaulting Party, Onyx shall have the right at its election to (in addition to any other rights Onyx or other Shareholders may have under Clause 13 or at law):
(a) purchase all of the Shares held by Prime at Fair Market Value; or
(b) require that Onyx Japan be liquidated, in which case, Prime will receive a pro-rata payment of the net receipts from such liquidation, in accordance with its shareholder ratio.
12.2.3 At the expiry of 30 calendar days after a Default Notice has been issued under Clause 12.2.1, by Prime to Onyx where Onyx is the Defaulting Party, Prime shall have the right to (in addition to any other rights Prime may have under Clause 13 or at law) sell all of the Shares held by it to Onyx at the higher of Par Value and Fair Market Value or, at its discretion, to a third party at any price subject to the restrictions contained in Clause 12.5.
Early Termination for Default. As set forth in Article 5 above, either Party may elect to terminate this MSA and/or one or more Service Orders prior to the scheduled Expiration Date in the event of an uncured Default by the other Party.
Early Termination for Default. This Agreement may be terminated: (i) by Customer if a Supplier Event of Default occurs and continues or (ii) by Supplier if a Customer Event of Default occurs and continues. The terminating Party shall exercise its early termination right by providing no less than 30 calendar days’ prior written notice to the defaulting Party. In the event this Agreement is terminated due to a Customer Event of Default, in addition to any other amounts due under this Agreement, Customer shall reimburse Supplier the remaining unamortized portion of the amount of all actual costs incurred by Supplier in connecting Customer to the District Chilled Water System, including the costs of all labor, supplies, equipment, permits and regulatory fees, real property rights and professional engineering services.
Early Termination for Default. This Agreement or any or all of the services to be provided hereunder may be terminated by either party (the "non-defaulting party") if any of the following events ("Events of Default") occur by or with respect to the other party (the "defaulting party"): (i) the defaulting party commits a material breach of any of its obligations hereunder (including a failure to make payment when due) and, subject to Section 22, fails to cure such breach within thirty (30) days of receipt of written notice from the non-defaulting party; (ii) any insolvency of the defaulting party, any filing of a petition in bankruptcy by or against the defaulting party, any appointment of a receiver for the defaulting party, or any assignment for the benefit of the defaulting party's creditors; provided, however, that in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if the proceeding is not dismissed within sixty (60) days after the filing thereof; or (iii) the Steam Agreement or both flue gas agreements are terminated due to a default by the defaulting party. Upon any Event of Default, in addition to its right to terminate this Agreement, a party may pursue any remedy available at law or in equity. In addition, if the Steam Agreement is terminated for any reason other than a default hereunder, this Agreement shall automatically terminate.
Early Termination for Default. Without prejudice to any other rights or remedies, either Party may terminate this Agreement in writing in the event:
7.3.1. the Party in default: (i) commits a material breach of this Agreement and such breach is incapable of remedy; or (ii) commits a material breach of this Agreement which is capable of remedy and but the defaulting Party fails to remedy the breach within 30 (thirty) business days of receiving written notice requesting it be remedied.
7.3.2. The other Party is unable to pay its debts, is bankrupt, insolvent or is liable to be wound-up for any reason; or (ii) if a receiver is appointed or a creditor enforces its security over any of the Party’s assets; or (iii) an application or actual appointment of an administrator, nominee or any other insolvency office; or (iv) the Party proposes or enters into a composition or other arrangement with its creditors, or makes any assignment for the benefit of its creditors generally; or (v) if any order for the bankruptcy, winding up or any judicial management of the Party is granted or an effective resolution is passed for its winding up or dissolution or (vi) the Party ceases to carry on business.
Early Termination for Default. The Trust will be entitled to terminate all or any of the Services in the event of poor performance by the Council. Performance will be measured against agreed KPIs. The Council will be entitled to terminate the provision of a service in the event that the Trust fails to pay for all or any of the Services following written demand.
