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 Lessor may:
(i) require Lessee to return any or all Products as provided in Section 7;
(ii) without further notice, take possession of any or all Products ("Repossession") and for such purpose Lessee hereby (A) shall, if requested by Lessor, assemble the Products and deliver them to a location designated by Lessor and (B) grants Lessor the right to enter the premises where such Products are located for the purpose of Repossession;
(iii) terminate this Agreement and/or any or all Schedules;
(iv) without terminating or being deemed to have terminated this Agreement or any Schedule, sell, lease or otherwise dispose of any or all Products (as agent and attorney for Lessee to the extent necessary) upon such terms as Lessor deems advisable in its sole discretion ("Disposition"); or
(v) in addition to any other right or remedy Lessor may have at law or in equity, demand as a genuine pre-estimate of liquidated damages for loss of bargain and not as a penalty, the then present value of all the unpaid and future Rent together with any other amounts owed with respect to the Products, and (if any Products are not returned to or repossessed by Lessor) the present value of the purchase option amount for such Products determined in accordance with the applicable Schedule, or the estimated in-place fair market value of such Products at the end of the Lease Term as determined by Lessor if no purchase option is provided in such Schedule (calculated by discounting such amounts using the discount rate of the Federal Reserve Bank of Chicago, on the date of the Event of Default plus 1%), in which event Lessee shall immediately pay all such amounts to Lessor.
(b) Upon termination of this Agreement or termination or expiration of any Schedule, all right, title and interest of Lessee in or to the use of the Products subject to the terminated Schedule(s) shall absolutely cease and Lessee shall return any and all such Products as provided in Section 7. Termination of this Agreement shall constitute termination of all Schedules hereto, but termination or expiration of one or more Schedules shall not in and of itself constitute termination or expiration of this Agreement.
(c) Lessee shall pay all costs arising or incurred by Lessor as a result of any Default by Lessee or any Guarantor, including reasonable legal fees and costs related to the Repossession, re-conditioning and Disposition of any or all Products. Such costs shall be deducted from the proceeds...
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 “Failure of Supply”) and the Non-Breaching Party shall have the following rights:
i. If the Default is due to a Failure of Supply 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 as set forth in Paragraph 20.1, then, 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 in which the Premises are located), 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. If Landlord shall elect so to terminate this Lease, then Landlord may recover from Tenant:
(a) The worth at the time of award of any unpaid Rent and 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
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, IBM may, in its sole discretion, exercise one or more of the following rights: (i) require Licensee to pay immediately to IBM to Properly Acquire and Activate all Unauthorized Built-In Capacity on the Covered Machine at the then-applicable IBM price; (ii) for all IBM products licensed to and all IBM services provided for the Covered Machine, require Licensee to pay immediately to IBM for all one-time and recurring charges (at the then-applicable IBM 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 IBM 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. IBM’s remedies for any breach of this License Agreement by Licensee survive termination.
Remedies; Termination. Any party shall be deemed to be in “Default” hereunder if such party breaches, in any material respect, this Agreement and fails to cure the same within thirty (30) days of written notice from the non-breaching party of the breach, provided if such breach cannot be cured with the use of reasonable and diligent efforts within such 30-day period, such breaching party shall have an additional thirty (30) days to cure so long as such party continuously and diligently pursues such cure. In the event of any Default hereunder, the other party shall have any and all rights and remedies available at law and in equity, which rights and remedies shall survive the expiration and/or termination of this Agreement, provided that, subject to Section 9(c), each party’s right to terminate this Agreement shall be limited to the provisions of this Section 9 and Section 13. This Agreement may be terminated by mutual agreement of Manager and Tenant, or otherwise upon the written notice of the party terminating this Agreement to the other party, after the occurrence of any of the events described in Section 9(a) or Section 9(b), as applicable.
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.
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.
