Remedies; Termination. Upon an Event of Default, the non-defaulting Party shall notify the other Party thereof and shall have available all remedies set forth in this Agreement. Without limiting the foregoing, if an Event of Default occurs and is not waived, the non-defaulting Party may immediately terminate or suspend performance under this Agreement by promptly thereafter delivering written notice thereof to the other Party. The defaulting Party shall be responsible for any other costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the non-defaulting Party in connection with an Event of Default.
Remedies; Termination. (a) Upon an Event of Default under any Schedule, all of Lessee's rights (including its rights to the Products), but not its obligations thereunder, shall automatically be canceled without notice and Lessor may exercise one or more of the following remedies in its sole discretion:
(i) require Lessee to retum any and all such Products in accordance with Section 8, or if requested by Lessor, to assemble the Products in a single location designated by Lessor and to xxxxx Xxxxxx the right to enter the premises where such Products are located (regardless of where assembled) for the purpose of repossession;
(ii) sell, lease or dispose of any or all Products (as agent and attorney-in-fact for Lessee to the extent necessary) upon such terms and in such manner (at public or private sale) as Lessor deems advisable in its sole ("Disposition");
(iii) declare immediately due and payable as a pre-estimate of liquidated damages for loss of bargain and not as a penalty, the Stipulated Loss Value of the Products in lieu of any further Rent, in which event Lessee shall pay such amount to Lessor within days after the date of Lessor's demand; or
(iv) proceed by appropriate court action either at law or in equity (including action for specific performance) to enforce the performance by Xxxxxx or recover damages associated with such Event of Default or exercise any other remedy available to lessor in law or in equity.
(b) Lessee shall pay all costs and expenses arising or incurred by Lessor, including reasonable attorney fees, in connection with or related to an Event of Default or the repossession, transportation, re-furbishing, storage and Disposition of any or all Products ("Default Expenses"). In the event Lessor recovers proceeds (net of Default Expenses) from its Disposition of the Products, Lessor shall credit such proceeds against the owed Stipulated Loss Value. Lessee shall remain liable to Lessor for any deficiency. With respect to this Section, to the extent the proceeds of the Disposition (net of Default Expenses) exceed the Stipulated Loss Value owed under the Lease, or Lessee has paid Lessor the Stipulated Loss Value, the Default Expenses and all other amounts owing under the Lease, Lessee shall be entitled to such excess and shall have no further obligations with respect to such Lease. All rights of Lessor are cumulative and not alternative and may be by Lessor separately or together.
Remedies; Termination. This Agreement may be terminated (in full or in part- as indicated below) as follows:
a. Upon a material breach of this Agreement by a Party, including its Affiliates, successors or assigns, or any of their sublicensees (“Breaching Party”), which material breach has not been cured within sixty (60) days of its receipt of a written notice of breach from the Non-Breaching Party, the Breaching Party shall be in “Default” (excluding …..[REDACTED]*….. and the Non-Breaching Party shall have the following rights: * Material has been omitted pursuant to a request for confidential treatment, and the omitted contents were filed separately with the Securities and Exchange Commission.
i. If the Default is due to a …..[REDACTED] *….. event by either Party, such Default shall be handled exclusively as provided in Section 3.4, which shall be the sole remedy therefore.
ii. If Bimini is in Default with respect to its duties or obligations relating to the Celution Products, then Cytori shall be entitled to any remedies that Cytori may have available at law or in equity, and Cytori shall be entitled to suspend, but not cancel any and all Celution Product licenses& supply obligations to Bimini, until such time as the default is fully remedied.
iii. If Cytori is in Default with respect to its duties or obligations relating to the Bimini’s Standalone Fat Transplantation Products(including the Puregraft Products), then Bimini shall be entitled to any remedies that Bimini may have available at law or in equity, and Bimini shall be entitled to suspend, but not cancel any and all licenses& supply obligations to Cytori, until such time as the default is fully remedied.
iv. If Bimini’s Default is due to failure to pay Cytori the Initial Payment, or Royalty Purchase Payments due for the Puregraft Products, then Cytori shall be entitled to terminate this Agreement in its entirety, and all rights title and interest in the Cytori Technology related Standalone Fat Transplantation products (including the Puregraft Products and all future generations of each) are immediately hereby transferred and assigned back to Cytori.
v. All other Defaults shall be subject to available remedies at law and in equity as appropriate.
Remedies; Termination. The failure by CSI to pay, when due, the principal, any interest, or any other sum payable under the Promissory Note, and continuance of such failure for five (5) business days after the date on which such principal, installment of interest, or other sum is due (whether upon maturity of a Promissory Note, upon any installment payment date, upon acceleration, or otherwise) shall constitute an event of default (an "Event of Default"). Upon such an Event of Default, JLB may exercise any and all of the remedies available to a secured creditor under the Uniform Commercial Code of the State of South Dakota. CSI agrees to pay JLB's costs of collection arising out of an Event of Default, including reasonable attorneys' fees.
Remedies; Termination. (a) If a Default occurs, then at any time thereafter, prior to the curing thereof, Actinium shall be deemed to have automatically exercised its right to purchase the FFE pursuant to Section 2 hereof and the FFE Consideration shall be immediately due and payable, and Relmada may exercise any and all rights and remedies available to Relmada, with or without notice of demand, under this Agreement, at law, or in equity, to recover and collect the FFE Consideration and/or to terminate this Agreement.
(b) Actinium shall pay all reasonable attorney and other fees, expenses and costs incurred by Relmada in protecting its rights under this Agreement and/or for any action taken by Relmada to collect any amounts due by Actinium under this Agreement.
Remedies; Termination. In the event of any default by Tenant hereunder as set forth in Paragraph 22.1 hereof, and in addition to any other remedies available to Landlord at law, in equity or elsewhere under this Lease, all of which rights and remedies shall be cumulative, with the exercise of one or more rights or remedies not to impair Landlord's right to exercise any other right or remedy (and which may be exercised with or without legal process as then may be provided or permitted by the laws of the State of California), Landlord shall have the immediate option to terminate this Lease and all rights of Tenant hereunder by giving Tenant written notice of such election to terminate. In the event that Landlord shall elect to so terminate this Lease, then Landlord may recover from Tenant:
(a) the worth at the time of award of any unpaid Rent or other charges which had been earned at the time of such termination; plus
(b) the worth at the time of award of the amount by which the unpaid Rent and other charges which would have been earned after termination until the time of award exceeds the amount of such rental loss Tenant proves could have been reasonably avoided; plus
(c) the worth at the time of award of the amount by which the unpaid Rent and other charges for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could reasonably be avoided; plus
(d) any other amount necessary to compensate, Landlord for all the detriment proximately caused by Tenant's failure to perform its obligation under this Lease, or which in the ordinary course of things would be likely to result therefrom, including attorneys fees and costs; and
(e) at Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law. As used in Subparagraphs (a) and (b) above, the "worth at the time of award" is computed by allowing interest at the Lease Rate (as defined in Paragraph 22.11, below). As used in Subparagraph (c) above, the "worth at the time of award" is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%). The amount recoverable by Landlord pursuant to Subparagraph (d) above shall include, but is not limited to, any costs or expenses incurred by Landlord in maintaining or preserving the Premises after such default, preparing said Premises for reletting to a new tenant, accomplishing any rep...
Remedies; Termination. Licensee's rights under this License Agreement terminate when Licensee ceases to have any rights to the Covered Machine. In addition, if Licensee breaches any term or condition of this License Agreement, Bull may, in its sole discretion, exercise one or more of the following rights: (i) require Licensee to pay immediately to Bull to Properly Acquire and Activate all Unauthorized Built-In Capacity on the Covered Machine at the then-applicable Bull price; (ii) for all Bull products licensed to and all Bull services provided for the Covered Machine, require Licensee to pay immediately to Bull for all one-time and recurring charges (at the then-applicable Bull prices) that would have been due if Licensee had also Properly Acquired and Activated the Unauthorized Built-In Capacity for such products and services, retroactive to the first use of any Unauthorized Built-In Capacity on the Covered Machine; (iii) terminate this License Agreement, the licenses for Bull products used on the Covered Machine, and any other agreements relating to the Covered Machine; and (iv) pursue all other rights and remedies available at law or in equity. Bull's remedies for any breach of this License Agreement by Licensee survive termination.
Remedies; Termination. Upon the occurrence and continuation --------------------- of an Event of Default, the non-defaulting Party, in addition to any other remedies it may have under this Agreement, may do any or all of the following (which remedies shall be cumulative):
(a) Terminate this Agreement upon thirty (30) days' written notice to the defaulting party; provided, however, no such termination shall terminate Elwood's right to request, and Peoples obligation to grant, the easements referred to in Section 2.6 hereof pursuant to the terms and conditions set forth therein, which Section shall survive any such termination of this Agreement; and provided further, however, if Peoples terminates this Agreement as a result of an Event of Default, Peoples will enter into a new common facilities agreement with the Lenders or their nominee, for the remainder of the term hereof, effective as of the date of such termination, upon the terms, provisions, covenants and agreements herein contained and subject only to the rights, if any, of any parties then in possession of any part of the Lessor's Parcel, provided: (i) the Lenders, the Agent or its or their nominee shall make written request upon Peoples for such new common facilities agreement within fifteen (15) days after the date of such termination and such written request is accompanied by payment to Peoples of sums then due to Peoples under this Agreement; and (ii) the Lenders, Agent or their or its nominee shall pay to Peoples at the time of the execution and delivery of the new Agreement, any and all sums which would, at the time of the execution and delivery thereof, be due pursuant to this Agreement but for such termination, and in addition thereto, any expenses, including reasonable attorneys' fees, to which Peoples shall have been subjected by reason of such Event of Default.
(b) Upon the occurrence of an Event of Default pursuant to Section 7.1(c), either (i) treat Xxxxxx as a tenant in sufferance and charge Xxxxxx for each day such Event of Default continues an amount equal to two (2) times the charge (calculated on a per diem basis) for the Office and Warehouse Space pursuant to Article III (which amount Xxxxxx hereby agrees is a reasonable liquidated damage, and not a penalty), or (ii) to the extent permitted by law, Peoples may re-enter the Office and Warehouse Space and take complete and peaceful possession thereof, with process of law, but without the requirement of any additional notice (to Xxxxxx, any Lender or other...
Remedies; Termination. Upon the occurrence of an Event of Default described in Section 7.01(A), this Agreement shall be terminated by the Authority and the parties shall have no further obligations hereunder to the other. After any such termination of this Agreement, Redeveloper may, at its option, submit a new application for assistance in development financing to the Committee for consideration. Upon the occurrence of any other Event of Default described in Section 7.01 of this Agreement, the Authority will provide the Redeveloper with thirty (30) days’ notice and opportunity to cure the Event of Default; provided, that, if such Event of Default is not reasonably capable of being cured within such 30-day period and Redeveloper promptly begins undertaking actions to cure its default or breach and thereafter pursues such cure with reasonable diligence, then Redeveloper’s time period to cure such default shall continue until such Event of Default is cured or Redeveloper is no longer pursuing such cure with reasonable diligence. The Authority will provide written notice to Redeveloper identifying all specific action(s) or omission(s) of Redeveloper constituting a default. In the event Redeveloper fails to promptly begin undertaking actions to cure its default or breach and thereafter pursue such cure with reasonable diligence, the Authority may exercise any and all available remedies, including, without limitation termination of this Agreement and all assistance in development financing and make demand for immediate payment in full of any funds previously provided or expended by the Authority in their efforts to support the Redevelopment.
Remedies; Termination. After the parties have followed the dispute resolution process of paragraph 5(P) above, and in addition to any other remedies provided for in this Agreement, including default under paragraph 5(Q), and without limiting its remedies otherwise available at law, CSU may exercise the following remedial actions if RMSMC substantially fails to satisfy or perform the duties and obligations of this Agreement. Substantial failure to satisfy the duties and obligations is defined to mean materially insufficient, incorrect or improper performance, activities, or inaction by RMSMC. These remedial actions are as follows:
1. Suspend RMSMC’s performance pending necessary corrective action as specified by CSU without RMSMC’s entitlement to adjustment in price/cost or schedule; and/or
2. Withhold payment to RMSMC until the necessary corrections in performance are satisfactorily completed; and/or
3. Request the removal from work on the Agreement of employees or agents of RMSMC whom CSU justifies as being incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, or whose continued employment on the Agreement CSU deems to be contrary to the public interest or not in the best interest of CSU; and/or
4. Deny payment for obligations which have not been performed and which due to circumstances caused by RMSMC cannot be performed, or if performed would be of no value to CSU. Denial of the amount of payment must be reasonably related to the value of work or performance lost to CSU; and/or
5. Termination of the Agreement. CSU shall give RMSMC written notice of its intent to exercise one or more of the above remedies. RMSMC shall have thirty (30) days from the date of the notice to resolve or make substantial progress towards resolving the issue(s) set forth in the notice. The parties agree that they will cooperate in attempting to resolve any issue(s) identified in the notice. The above remedies are cumulative and CSU, in its sole discretion, may exercise any or all of them individually or simultaneously.
