Events of Default Termination. If any one or more of the following events (each of which is referred to in this Lease as an "Event of Default") shall occur:
(a) if Lessee shall fail to pay any Basic Rent within five days after the due date thereof;
(b) if Lessee shall fail to pay any Additional Rent within five days after the due date thereof;
(c) if Lessee shall fail to perform or comply with any term or provision of this Lease other than a failure to pay Basic Rent or Additional Rent and such failure shall continue for more than 30 days from the earlier of (i) the date upon which Lessor gives notice of such failure to Lessee or (ii) the date upon which the principal operating officer of Lessee responsible for the operations of the Property determines that such failure has occurred; provided that, in the case of any such failure that is susceptible of cure by the Lessee, but that cannot with diligence be cured within such 30 day period, if Lessee shall have promptly commenced to cure the same and shall thereafter prosecute the curing thereof with diligence, the period within which such failure may be cured shall be extended for such further period (not exceeding 90 days) as shall reasonably be required for the curing thereof with diligence;
(d) if Lessee shall make an assignment for the benefit of creditors, or shall be generally not paying its debts as they become due or shall commence a case under the Bankruptcy Code, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting or shall fail timely to contest the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, custodian, receiver or liquidator of Lessee or any material part of its properties;
(e) if, without the consent or acquiescence of Lessee, an order shall be entered constituting an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future statute, law or regulation, or if any such petition shall be filed against Lessee and such petition shall not be dismissed within 60 days, or if, without the consent or acquiescence of Lessee, an order shall be entered appointing ...
Events of Default Termination. 14.1 It shall be an “Event of Default” if:
i. Either Party becomes insolvent, makes an assignment for the benefit of creditors, or a receiver or trustee is appointed for the benefit of such Party’s creditors, or a Party makes a filing for protection from creditors under any bankruptcy or insolvency laws, or such filing is made against a Party;
ii. Buyer fails to make any payment when due and such nonpayment shall have continued for ten (10) Days or more after notice of same from Seller; or
iii. Either Party fails to perform any of its material obligations hereunder and such nonperformance shall have continued for thirty (30) Days or more after notice of same from the other Party.
14.2 If an Event of Default occurs and is continuing, the non-defaulting Party may, by written notice to the defaulting Party, designate a day no earlier than the day such notice is effective as an early termination date (“Early Termination Date”). On the Early Termination Date, all obligations due on or after the Early Termination Date under the Agreement shall be terminated except as provided herein. If an Early Termination Date has been designated, the non-defaulting Party shall in good faith calculate the amount due between the parties as of the Early Termination Date. The non-defaulting party shall notify the defaulting Party in writing of the amount due and whether it is owed to or from the defaulting Party (the “Termination Payment”). The party owing the Termination Payment shall pay it to the other party within two (2) Business Days after the effective date of such notice, with interest at the Base Rate from the Early Termination Date until paid. In addition, the defaulting Party hereunder shall reimburse the non-defaulting Party, on demand, for actual, reasonable out-of-pocket expenses (with interest at the Base Rate), including, without limitation, reasonable legal fees and expenses incurred by the other Party in connection with the enforcement of the Agreement. If an Early Termination Date is designated, the non-defaulting party shall be entitled, in its sole discretion, to set-off any amount payable by the non-defaulting Party or any of its Affiliates to the defaulting Party under the Agreement or otherwise, against any amounts payable by the defaulting Party to the non-defaulting Party or any of its Affiliates under this Agreement or otherwise. This provision shall be in addition to any right of setoff or other right and remedies to which any party is otherwise entitl...
Events of Default Termination. 11.1. Each of the following constitutes an event of default under this Agreement:
(a) If Licensee fails to pay any undisputed funds owing to Licensor pursuant to this Agreement as and when due, provided that with respect to the first such failure by Licensee, Licensor will not be entitled to call a default under this Section 11.1(a) until it gives Licensee notice thereof and Licensee fails to cure such default within five business (5) days of such notice; or
(b) if either party institutes proceedings to be adjudicated a voluntary bankrupt or insolvent, or consents to the filing of a bankruptcy proceeding against it, or files a petition or answer seeking reorganization or arrangement under any bankruptcy act or any other similar applicable law of any country, or consents to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for itself, or any of its property, or makes an assignment for the benefit of creditors, or is unable to pay its debts generally as they become due, or shall cease doing business as a going concern, or corporate action is taken by it in furtherance of any of the foregoing purposes; or
(c) if an order, judgment or decree of a court having jurisdiction is entered adjudicating Licensee, a bankrupt or insolvent, or approving, as properly filed, a petition seeking reorganization of Licensee, or of all or a substantial part of its properties or assets under any bankruptcy act or other similar applicable law, as from time to time amended, or appointing a receiver, trustee or liquidator of Licensee, and such order, judgment or decree remains in force, undischarged and unstayed for a period of thirty (30) days, or a judgment or lien for the payment of money in excess of $500,000 which is secured by a security interest in the licensed merchandise is rendered or entered against it and the same remains undischarged or unbonded for a period of thirty (30) days, or any writ or warrant or attachment shall be issued or levied against a substantial part of its property and the same is not released, vacated or bonded within thirty (30) days after issue or levy; or
(d) if Licensee defaults, subject to applicable cure or waiver provisions, on any obligation in excess of $500,000 which is secured by a security interest in Licensed Merchandise; or
(e) if Licensee for any reason completely discontinues the sale of all Licensed Merchandise, or shall liquidate or dissolve; or
(f) if Licensee fails to materially comply ...
Events of Default Termination. Section 6.01.
Events of Default Termination. Licensor shall have the right to terminate this Agreement upon notice to Licensee, upon the happening of any of the following “Events of Default”:
Events of Default Termination. (a) Each of the following shall be an event of default under this Agreement:
(i) failure by Borrower to repay the entire principal amount, or such lesser principal amount as Lender shall demand, within five (5) business days of the date when such payment is due hereunder; or
(ii) failure by Borrower to pay interest on the outstanding principle amount of the Loan within five (5) business days of the date when such payment is due hereunder; or
Events of Default Termination. Licensee may elect, without prejudice to any other rights or remedies which it may have hereunder, at law or in equity, immediately to terminate this Agreement upon occurrence of any of the following (a "Default"), which shall constitute an event of default under this Agreement.
Events of Default Termination. Licensor may elect, without prejudice to any other rights or remedies which it may have hereunder, at law or in equity, immediately to terminate this Agreement upon occurrence of any of the following (a "Default"), which shall constitute an event of default under this Agreement:
Events of Default Termination. Section 10.1 Energy Manager Events of Default 17 Section 10.2 MMC Events of Default 18 Section 10.3 Rights of Non-Defaulting Party 18
Events of Default Termination a) In addition to its other rights set forth in the Agreement, Payment Facilitator, Acquirer, or Bank may terminate the Agreement immediately without notice if any of the following events shall occur (each an “Event of Default”):
i. irregular Card sales by Sub-Merchant, excessive Chargebacks, noncompliance with any applicable data security standards, as determined by Payment Facilitator, any Card Organization, Acquirer, or Bank, or an actual or suspected data security breach, or any other circumstances which, in the discretion of Payment Facilitator, Acquirer, or Bank, may increase the risk exposure of such parties or otherwise present a direct or indirect financial or security risk to such parties; or
ii. a violation by Sub-Merchant of any Applicable Law or Card Organization Rule or Payment Facilitator’s, Acquirer’s, or Bank’s reasonable belief that termination of this Addendum or suspension of Services is necessary to comply with any law including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the U.S. Department of the Treasury.
b) Notwithstanding any other provisions of this Addendum or the Agreement, Acquirer or Bank may terminate this Addendum at any time for good cause or fraudulent or other activity, or upon request of any Card Organization. Further, this Addendum will automatically and immediately terminate upon the termination of Payment Facilitator’s agreement with Acquirer and Bank, and will automatically and immediately terminate with respect to a particular Card Organization if Payment Facilitator is de-registered by such Card Organization, Bank ceases to be a member of such Card Organization, or if Acquirer fails to have a valid license to use such Card Organization’s Marks.
c) Neither the expiration nor termination of this Addendum or the Agreement shall terminate the obligations and rights of the parties pursuant to provisions of this Addendum which by their terms are intended to survive or be perpetual or irrevocable. Such provisions shall survive the expiration or termination of this Addendum and the Agreement.
d) The Card Organizations often maintain lists of merchants who have had their merchant agreements or Card Acceptance rights terminated for cause. If this Addendum or the Agreement is terminated for cause, Sub-Merchant acknowledges that Payment Facilitator may be required to report Sub-Merchant’s business name and the names and other information regarding its principals to the C...
