Non-Performance. The obligation of ECOLOGY to the RECIPIENT is contingent upon satisfactory performance by the RECIPIENT of all of its obligations under this Agreement. In the event the RECIPIENT unjustifiably fails, in the opinion of ECOLOGY, to perform any obligation required of it by this Agreement, ECOLOGY may refuse to pay any further funds, terminate in whole or in part this Agreement, and exercise any other rights under this Agreement. Despite the above, the RECIPIENT shall not be relieved of any liability to ECOLOGY for damages sustained by ECOLOGY and the State of Washington because of any breach of this Agreement by the RECIPIENT. ECOLOGY may withhold payments for the purpose of setoff until such time as the exact amount of damages due ECOLOGY from the RECIPIENT is determined.
Non-Performance. In the event the vendor does not fulfill its obligations under the terms and conditions of this agreement, the ordering agency may purchase equivalent product on the open market. Any difference in cost between the agreement prices herein and the price of open market product shall be the responsibility of the vendor. Any such purchase will be approved by Government Support Services Director and notification to the State Use Commission AND/OR Commission for the Purchase of Goods and Services of the Blind and Other Severely Handicapped Individuals. Under no circumstances shall monies be due the vendor in the event open market products can be obtained below agreement cost. Any monies charged to the vendor may be deducted from an open invoice.
Non-Performance. No failure or delay in performance, whether in whole or in part, by either Gatherer or Shipper shall be deemed to be a breach hereof (other than the obligation to pay amounts when due under this Agreement) when such failure or delay is occasioned by or due to a Force Majeure Event.
Non-Performance. (a) If Seller fails to deliver the Deed, perform its obligations hereunder, or meet any of the conditions hereof, Buyer, at Buyer's sole option, may (i) terminate this Agreement whereupon the Earnest Money shall be returned to Xxxxx xn demand or (ii) Buyer may bring an action for specific performance, and if Buyer prevails, all reasonable costs and expenses of any such action shall be paid by Seller as a reduction of the Purchase Price, or (iii) bring an action for monetary damages. The foregoing shall be the sole and exclusive remedies of Buyer. However, if Buyer elects to bring an action for monetary damages, they shall be specifically limited, if proven, to an amount equal to the Earnest Money on deposit as set forxx xxxxinabove. Any damages resulting from a breach of any warranty or representation either before or after Closing shall be subject to the same limitation and aggregated with any damages for breach of this Agreement as set forth above. The foregoing sentence shall not be applicable with respect to fraud, or any material intentional misrepresentation.
(b) If Buyer defaults at any time, Seller and Buyer agree that it will be extremely difficult or impractical to fix Seller's actual damages. Therefore, in such an event, the entire Earnest Money shall be delivered to Xxxxxx as liquidated damages for loss of a bargain and not as a penalty. Buyer will then be released from all liability to Seller related to this Agreement, such liquidated damages being Seller's sole remedy.
Non-Performance. Provided notice is given in accordance with Clause 14.1 above, performance of the Parties' obligations under the Agreement shall be suspended while and to the extent only that such performance is so affected by the Force Majeure; except that Purchaser’s payment obligations under this Agreement shall not be suspended.
Non-Performance. In the event the contractor does not fulfill its obligations under the terms and conditions of this contract, the ordering agency may purchase equivalent product on the open market. Any difference in cost between the contract prices herein and the price of open market product shall be the responsibility of the contractor. Under no circumstances shall monies be due the contractor in the event open market products can be obtained below contract cost. Any monies charged to the contractor may be deducted from an open invoice.
Non-Performance. Any failure by the Buyer to complete the purchase of the Property will result in the Deposit and any further interest in the Property being forfeited.
Non-Performance. Either party may terminate this Support Agreement in the event the other party breaches its material obligations, provided that the terminating party has given written notice of the alleged non-performance to the failing party sixty (60) days in advance of the termination date, and the non- performing party has not remedied the non-performance to the reasonable satisfaction of the other party. Should such event occur, termination shall become effective at the expiration of the sixty (60) day notice period or on the termination date set forth in such notice, whichever is later.
Non-Performance. If a Company (or any of its Affiliates) fails to comply with any of its obligations set forth in this Section 8 upon reasonable request and notice by the other Company (or any of its Affiliates) and such failure results in the imposition of additional Taxes, the non-performing Company shall be liable in full for such additional Taxes.
Non-Performance. The failure of a Party or its Credit Support Provider, when required, to make a payment, to deliver any Performance Assurance or to perform any other material obligation (other than when such obligation is released pursuant to § 15 (Non-Performance Due to Force Majeure)):
(i) under this Agreement; provided that in the case of a failure to pay, such failure is not cured within five (5) Business Days of a written demand, or, in the case of any other failure of performance, such failure is not cured within twenty (20) Business Days of a written demand;
(ii) under any Credit Support Document (after giving effect to any applicable notice or grace period thereunder); or
(iii) under any Performance Assurance in accordance with § 26 (Performance Assurance).
