TERMINATION AND DEFAULTS Sample Clauses

TERMINATION AND DEFAULTS. Either party (Company or Client) can terminate this Agreement by giving five (5) Business Days written notice. Termination will be without prejudice to Transactions already initiated. In the case of such termination, all pending Transactions on behalf of the Client shall be cancelled and any open positions shall be closed. Upon termination of this Agreement the Company will be entitled, without prior notice to the Client, to cease the access of the Client to the Company’s Trading Platform. The Company may terminate this Agreement immediately without giving five (5) Business Days’ notice in the event of: i. Death of the Client; ii. If any application is made or any order is issued or a meeting is convened or a resolution is approved or any measures of bankruptcy or winding up of the Client are taken; iii. Such termination is required by any competent regulatory authority or body or court of law; iv. The Client violates any provision of this Agreement or any other Agreement and in the Company’s opinion the Agreement cannot be implemented; v. The Client involves the Company directly or indirectly in any type of fraud; vi. The Client has failed to provide any information related to any investigation or/and verification undertaken by the Company or/and any other Competent Authority; vii. The Client act in a rude or abusive manner to employees of the Company; viii. False and/or misleading information provided by the Client or unsubstantiated declarations made herein. The Company may terminate this Agreement immediately without giving five (5) Business Days’ notice, and the Company has the right to reverse and/or cancel all previous transactions on a Client’s account, in the event of: i. The Client involves the Company directly or indirectly in any type of fraud, in which it places the Company’s or any Company’s Clients interests at risk prior to terminating the Agreement; ii. The Company has grounds to believe that the Client’s trading activity affects in any manner the reliability and/or smooth operation and/or orderly of the Company’s Trading Platform. The termination of this Agreement shall not in any case affect the rights which have arisen, existing commitments or any contractual provision which was intended to remain in force after the termination and in the case of termination, the Client shall pay: i. Any pending fees/commissions of the Company and any other amount payable to the Company; ii. Any charge and additional expenses incurred or to be incurred ...
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TERMINATION AND DEFAULTS. (a) Either party shall be entitled to terminate this Agreement within one hundred eighty (180) of the date hereof (the "trial period"), if it determines that the Subscriber demand for the WorldGate Service is not acceptable. If Affiliate terminates this Agreement during the trial period as aforesaid and prior to the expiration of such trial period, but no later than 10 business days after it's notice of termination, returns to WG the components of the Headend Package, in working condition, reasonable wear and tear excepted, Affiliate will receive a refund of the purchase price for such components so returned. (b) In addition to all of its other rights and remedies at law and in equity, either party shall be entitled at its option forthwith, upon giving notice to the other party, to terminate this Agreement and all licenses granted hereunder, (i) if said other party shall fail to perform any of its obligations or undertakings required of it hereunder, or shall be in breach of any of its warranties or representations herein contained, and shall not have cured or remedied such failure or breach within sixty (60) days of written notification thereof; provided, however that with respect to any failure to pay Subscriber Access Fees such cure period shall be reduced to ten (10) business days from the date of written notification hereunder; (ii) if a party hereunder commences a voluntary case under Title 11 of the United States Bankruptcy Code as now and hereafter in effect, or any successor statute, or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or a party consents to the entry of an order for relief in an involuntary case, or to the conversion of a voluntary case to an involuntary case, under any such law, or consents to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; a party makes any assignment for the benefit of creditors; a party is unable or fails or admits in writing of its inability or failure to pay its debts as such debts become due; or the Board of Directors or other governing body of a party adopts any resolution or otherwise approves authorization to act upon any of the foregoing, such action shall be deemed a breach hereunder; or (iii) if any order, judgment or decree is entered against decreeing the dissolution or split-up of such party, and such order remains undischarged or unstated for a period in excess of thirty (30) cale...
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TERMINATION AND DEFAULTS a) Calmont may terminate this order in whole or in part at any time by written notice (including facsimile and electronic mail systems) to Seller and such termination shall not constitute default. Calmont and Seller shall have all rights and obligations at law and in equity, including Xxxxxxx’s rights to title and possession of goods paid for. Seller shall be reimbursed for actual, reasonable, substantiated and allowable costs, plus a reasonable profit for work performed to date of termination. Calmont may take immediate possession of all work performed upon notice of termination. Xxxxxx agrees that it will not include in any claim submitted hereunder any direct cost of engineering and/or development or any cost for special tooling unless specifically ordered by Calmont. Seller’s obligations under the warranty and confidentiality provisions of this agreement shall survive such termination. b) Calmont may, by written notice (including facsimile and electronic mail systems) of default to Seller, terminate the whole or any part of this order in any one of the following circumstances: (i) if Seller fails to make delivery of the supplies to perform the services within the time specified herein or any extension thereof; or
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TERMINATION AND DEFAULTS. This Agreement may be terminated at any time prior to the Closing Date and any exercise of the option to purchase Additional Securities may be cancelled at any time prior to the Option Closing Date by the Underwriters by written notice to the Offerors if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or development involving a prospective material adverse change in the condition, financial or otherwise, of the Company, the Subsidiaries and the Trust, taken as a whole, or the earnings, affairs, management, or business of the Company, the Subsidiaries and the Trust, taken as a whole, whether or not arising in the ordinary course of business, that would, in your sole judgment, make it impracticable to market the Securities on the terms and in the manner contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States that, in your sole judgment, is material and adverse and would, in your sole judgment, make it impracticable to market the Securities on the terms and in the manner contemplated in the Prospectus, (iii) the suspension or material limitation of trading in securities on the Nasdaq, (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in your opinion materially and adversely affects, or will materially and adversely affect, the business or operations of the Company, the Subsidiaries and the Trust, taken as a whole, (v) the declaration of a banking moratorium by either federal or Illinois state authorities, (vi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in your opinion has a material adverse effect on the financial markets in the United States or (vii) any change in financial markets or in political, economic or financial conditions which, in your opinion, either renders it impracticable or inadvisable to proceed with the offering and sale of the Securities on the terms set forth in the Prospectus or materially adversely affects the market for the Securities. If on the Closing Date or on the Option Closing Date, as the case may be, any of the Underwriters shall fail or refuse ...
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TERMINATION AND DEFAULTS. A. In the event that FRANCHISEE shall become insolvent or make an assignment for the benefit of creditors, or if a petition in bankruptcy is filed by FRANCHISEE, or such a petition is filed against and consented to by FRANCHISEE, or if FRANCHISEE is adjudicated a bankrupt, or if a bill xx equity or other proceeding for the appointment of a receiver of FRANCHISEE or other custodian for FRANCHISEE'S business or assets is filed and/or is consented to by FRANCHISEE, or a receiver or other custodian is appointed, or if proceedings for composition with creditors under any state or federal law should be instituted by or against FRANCHISEE or if FRANCHISEE shall be attached or levied upon by any sheriff, marshal, or constable and shall not be seasonably cured, then in any of said events, FRANCHISEE shall be deemed to be in default under this Agreement, and all rights granted to FRANCHISEE hereunder shall thereupon terminate upon the occurrence of the above event or events immediately after a 30 day notice to FRANCHISEE from the FRANCHISOR. B. Except as provided in XIV.A. and B.1. of this Agreement, if FRANCHISEE shall be in default under the terms of this Agreement, and such default shall not be cured within thirty (30) days after receipt of written "Notice to Cure" thereof from FRANCHISOR, then in addition to all other remedies at law or in equity, FRANCHISOR may immediately terminate this Agreement. In the event FRANCHISEE is in default under the terms of the Franchise Agreement within twelve (12) months after a prior default, and FRANCHISOR has served FRANCHISEE with a "Notice to Cure" with respect to such prior default, this Agreement may be terminated immediately after a 30 day notice by FRANCHISOR upon such subsequent default. FRANCHISEE shall be in default under this Agreement: 1. If FRANCHISEE fails, refuses, or neglects to promptly pay to FRANCHISOR any monies owing to FRANCHISOR on date due, the FRANCHISOR may terminate this Agreement upon ten (10) day notice to FRANCHISEE of the default. FRANCHISEE has ten (10) days from the date of delivery of the notice to remedy the default; or 2. If FRANCHISEE fails to submit reports or financial data with FRANCHISOR required under this Agreement; or 3. If FRANCHISEE fails to comply with any of the requirements imposed upon it by this Agreement and the Operating Manual, or other such operational memoranda issued by FRANCHISOR, or uses bad faith in carrying out the terms of the franchise. 4. If FRANCHISEE loses his l...
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TERMINATION AND DEFAULTS 
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Related to TERMINATION AND DEFAULTS

  • Termination and Default Either party, upon determination that the other party has failed or refused to perform or is otherwise in breach of any obligation or provision under this Agreement or the Contract Document, may give written notice of default to the defaulting party in the manner specified for the giving of notices herein. Termination of this Agreement by either party for any reason shall have no effect upon the rights or duties accruing to the parties prior to termination.

  • Absence of Violations and Defaults Neither the Company nor any of the Subsidiaries is (A) in violation of its charter, bylaws or similar organizational document, each as amended or supplemented from time to time, (B) in default under any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which it or any of them may be bound or to which any of the properties or assets of the Company or any of the Subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of the Subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect.

  • Events of Default and Termination 9.1 Supplier Event of Default or Solar Pumpset Supplier Event of Default: 9.1.1 The occurrence and continuation of any of the following events, unless any such event occurs as a result of a Force Majeure event or a breach by DISCOM of its obligations under this Agreement, shall constitute a Supplier Event of Default (“Supplier Event of Default/Solar Pumpset Supplier Event of Default”): (i) the Solar Pumpset Supplier transfers or novates any of its rights and/ or obligations under this Agreement, in a manner contrary to the provisions of this Agreement; except where such transfer:  is in pursuance of a law; and does not affect the ability of the transferee to perform, and such transferee has the financial capability to perform, its obligations under this Agreement or  is to a transferee who assumes such obligations under this Agreement and the Agreement remains effective with respect to the transferee; (ii) the Solar Pumpset Supplier becomes voluntarily or involuntarily the subject of any bankruptcy or insolvency or winding up proceedings and such proceedings remain uncontested for a period of thirty (30) days, or Any winding up or bankruptcy or insolvency order is passed against the Solar Pumpset Supplier, or the Solar Pumpset Supplier goes into liquidation or dissolution or has a receiver or any similar officer appointed over all or substantially all of its assets or official liquidator is appointed to manage its affairs, pursuant to law, Provided that a dissolution or liquidation of the Solar Pumpset Supplier will not be a Solar Pumpset Supplier Event of Default if such dissolution or liquidation is for the purpose of a merger, consolidation or reorganization and where the resulting company retains creditworthiness similar to the Solar Pumpset Supplier and expressly assumes all obligations of the Solar Pumpset Supplier under this Agreement and is in a position to perform them; or (iii) the Solar Pumpset Supplier repudiates this Agreement and does not rectify such breach within a period of thirty (30) days from a notice from DISCOM/NREDCAP in this regard; or (iv) except where due to any DISCOM’s failure to comply with its material obligations, the Solar Pumpset Supplier is in breach of any of its material obligations pursuant to this Agreement, and such material breach is not rectified by the Solar Pumpset Supplier within thirty (30) days of receipt of first notice in this regard given by DISCOM/NREDCAP; or (v) the Solar Pumpset Supplier repeatedly delays the commissioning of the Solar Pumpset Systems beyond the timelines or such extended timelines as specified in this Agreement (vi) Occurrence of any other event which is specified in this Agreement to be a material breach/default of the Solar Pumpset Supplier.

  • BREACH AND DEFAULT PROVISIONS ‌ A. Stipulated Penalties OIG may assess:‌‌ 1. A Stipulated Penalty of up to $1,000 for each day Align fails to comply with Section III.A;‌ 2. A Stipulated Penalty of up to $1,000 for each day Align fails to comply with Section III.B;‌ 3. A Stipulated Penalty of up to $1,000 for each day Align fails to comply with Section III.C;‌ 4. A Stipulated Penalty of up to $1,000 for each day Align fails to comply with Section III.D;‌ 5. A Stipulated Penalty of up to $1,000 for each day Align fails to comply with Section III.E;‌ 6. A Stipulated Penalty of up to $1,000 for each day Align fails to comply with Section III.F;‌ 7. A Stipulated Penalty of up to $1,000 for each day Align fails to comply with Section III.G;‌ 8. A Stipulated Penalty of up to $1,000 for each day Align fails to comply with Section III.H (if applicable);‌‌ 9. A Stipulated Penalty of up to $1,000 for each day Align fails to comply with Section IV;‌ 10. A Stipulated Penalty of up to $1,000 for each day Align fails to comply with Section V;‌ 11. A Stipulated Penalty of up to $1,000 for each day Align fails to comply with Section VII;‌ 12. A Stipulated Penalty of up to $1,000 for each day Align fails to comply with Section VIII; or‌ 13. A Stipulated Penalty of up to $50,000 for each false certification submitted by or on behalf of Align under this IA.‌

  • Events of Default and Termination Events The following Events of Default and Termination Events shall apply to Party A and Party B as set forth below:

  • Waiver of Defaults and Events of Default (a) The Noteholders of a majority of the Note Balance of the Controlling Class may waive any Default or Event of Default, except an Event of Default (i) in the payment of principal of or interest on any of the Notes (other than an Event of Default relating to failure to pay principal due only by reason of acceleration) or (ii) in respect of a covenant or provision of this Indenture that cannot be amended, supplemented or modified without the consent of all Noteholders. (b) Upon any such waiver, such Default or Event of Default will be deemed not to have occurred for every purpose of this Indenture. No such waiver will extend to any other Default or Event of Default or impair any right relating to any other Default or Event of Default.

  • Waiver of Past Defaults and Events of Default Subject to Sections 6.02, 6.08 and 8.02, the Holders of a majority in aggregate principal amount of the Notes then outstanding have the right to waive any existing Default or compliance with any provision of this Indenture or the Notes. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

  • Defaults Remedies If Tenant fails to pay the Rent, or any installment thereof, within five (5) days after the same becomes due and payable, or if Tenant violates or fails or neglects to keep and perform any of the covenants, conditions, and agreements herein contained on the part of Tenant to be kept and performed within thirty (30) days after receipt of written notice of such failure or neglect, or if the Premises becomes vacant or deserted, then, and in each and every such event, at the option of Landlord, Tenant's right of possession will thereupon cease and terminate, and to the extent permitted by law Landlord will be entitled to the possession of the Premises and to re-enter the same without demand of Rent or demand of possession and may forthwith proceed to recover possession of the Premises by process of law, ANY NOTICE TO QUIT OR OF INTENTION TO RE-ENTER THE SAME BEING HEREBY EXPRESSLY WAIVED BY TENANT. In the event of such re-entry by process of law or otherwise, Tenant nevertheless agrees to remain answerable for any and all damage, deficiency or loss of Rent which Landlord may sustain by such re-entry, including reasonable attorneys' fees and court costs; and in such case, Landlord reserves full power, which is hereby acceded to by Tenant, to relet the Premises for the benefit of Tenant, in liquidation and discharge, in whole or in part, as the case may be, of the liability of Tenant under the terms and provision of this Lease. In addition to the foregoing remedies, Landlord will also have the following remedies to the extent permitted by law and all other remedies afforded to it at law or in equity, all of which shall be cumulative: to terminate this Lease; to declare due and payable all Rent for the unexpired Term as and when the same becomes due and payable or to defer any suit until after the Term without thereby prejudicing its rights; to accelerate the Rent for the remainder of the Term and declare it all immediately due and payable [with a present value discount two (2) whole percentage points below the prime rate published in The Wall Street Journal on the date Landlord elects said remedy]; and to bring an action for specific performance, injunction, or other equitable relief to prevent any threatened or impending default or to end any existing default. In addition, Landlord may perform any obligation which Tenant has failed to perform after the expiration of any applicable notice and/or cure period (except in an emergency, when no notice or cure period will be necessary or afforded), all at the cost of Tenant as Additional Rent payable upon demand. Tenant shall also pay all expenses (including, without limitation, reasonable attorneys' fees) incurred by Landlord following a default, whether or not suit is instituted; the same shall be Additional Rent payable upon demand. In determining the Rent due for the balance of the Term, all Additional Rent shall be determined by projecting into the future the Additional Rent payable on the date of default increasing by a compounding five percent (5%) per Lease Year. No waiver of any breach of any covenant, condition, or agreement herein contained shall operate as a waiver of the covenant, condition or agreement itself, or of any subsequent breach thereof. No provision of this Lease shall be deemed to have been waived by Landlord unless such waiver shall be in writing signed by Landlord. No payment by Tenant or receipt by Landlord of a lesser amount than the Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such Rent or pursue any other remedy provided in this Lease. Landlord shall have a lien for the payment of the Rent upon all of the goods, wares, chattels, fixtures, furniture and other personal property of Tenant which may be in or upon the Premises, Tenant hereby specifically waiving any and all exemptions allowed by law; such lien may be enforced on the nonpayment of any installment of Rent by the taking and selling of such property in the same manner as in the case of chattel mortgages on default thereunder; said sale is to made upon ten (10) days notice served upon Tenant by posting upon the Premises or such lien may be enforced in any other lawful manner at the option of Landlord.

  • Termination by Default If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(x)(1)), all obligations under this Agreement shall terminate as of the date of default, but any vested rights of the Executive shall not be affected.

  • Notification of Defaults and Events of Default Each Lender hereby agrees that, upon learning of the existence of a Default or an Event of Default, it shall promptly notify the Administrative Agent thereof. The Administrative Agent hereby agrees that upon receipt of any notice under this §14.10 it shall promptly notify the other Lenders of the existence of such Default or Event of Default.

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