Common use of TERMINATION AND DEFAULTS Clause in Contracts

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) calendar days, such action shall be deemed a breach hereunder. (c) Sections 3,(a), 3(b), 6, 8-12, and 14-16, as well as any obligation which has accrued prior to any expiration or termination of this Agreement shall survive such expiration or termination. All outstanding amounts owing hereunder shall become immediately due and payable in the event of any expiration or termination of this Agreement.

TERMINATION AND DEFAULTS. (a) Either party shall be entitled Buyer may by notice in writing direct Seller to terminate this Agreement within one hundred eighty (180) purchase order or work under this purchase order in whole or in part, at any time, and such termination shall not constitute default. In such event, unless Seller shall have defaulted or been in default in performance hereof, Buyer and Seller shall have all rights and obligations accruing to it both at law or in equity, including Buyer’s rights to title and possession of the goods paid for. Seller shall be reimbursed for actual, reasonable, substantiated and allowable costs, plus a reasonable profit for work performed to date hereof (the "trial period"), if it determines that the Subscriber demand for the WorldGate Service is not acceptableof termination. If Affiliate terminates this Agreement during the trial period as aforesaid and prior to the expiration Buyer may take immediate possession of such trial period, but no later than 10 business days after it's all work so performed upon notice of termination. Seller’s obligations under the warranty, returns to WG the components intellectual property, and confidentiality provisions of the Headend Package, in working condition, reasonable wear and tear excepted, Affiliate will receive a refund of the this purchase price for order shall survive such components so returnedtermination. (b) In addition Buyer may, by written notice of default to all Seller, terminate the whole or any part of its other rights and remedies at law and this order in equity, either party shall be entitled at its option forthwith, upon giving notice to any one of the other party, to terminate this Agreement and all licenses granted hereunder, following circumstances: (i) if said other party shall fail Seller fails to make delivery of the supplies to perform the services within the time specified herein or any extension thereof; or if (ii) Seller fails to perform any of the provisions of this order or so fails to make progress as to endanger performance of this order in accordance with its obligations or undertakings required terms and in either of it hereunder, or shall be in breach of any of its warranties or representations herein contained, and shall these two circumstances does not have cured or remedied cure such failure within a period of 10 days (or breach within sixty (60such longer period as Buyer may authorize in writing) days after receipt 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 notice from the date Buyer specifying such failure; or (iii) Seller becomes insolvent or the subject 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, proceedings under any such law, law relating to bankruptcy or consents to the appointment relief 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 debtors or admits in writing of its inability or failure to pay its debts as such debts they become due; or the Board (iv) if Seller fails to provide Buyer, within a reasonable time after demand by Xxxxx, written assurance 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 hereunderdue performance by Seller; or (iiiv) if any order, judgment or decree prime contract is entered against decreeing terminated for convenience by the dissolution or split-up of such party, and such order remains undischarged or unstated for a period in excess of thirty (30) calendar days, such action shall be deemed a breach hereunderGovernment. (c) Sections 3,(aIf this order is so terminated (for items "i through v"), 3(b)Buyer may procure or otherwise obtain, 6upon such terms and in such manner as Buyer may deem appropriate, 8-12supplies or services similar to those terminated. Seller, subject to the exceptions set forth below shall be liable to Buyer for any excess costs of such similar supplies or services along with additional administrative costs tied to procurement actions. (d) Seller shall transfer title and 14-16deliver to Buyer, in the manner and to the extent requested in writing by Xxxxx at or after termination such complete articles, partially completed articles and materials, parts, tools, dies, patterns, jigs, fixtures, plans, drawings, information and contract rights as well Seller has produced or acquired as any obligation which has accrued prior part of the contract. Xxxxx will pay Seller the contract price for completed articles delivered to any expiration or termination and accepted by Xxxxx and the fair value of the other property of Seller so requested and delivered. (e) Seller shall continue performance of this Agreement order to the extent not terminated. Buyer shall survive such expiration or terminationhave no obligations to Seller in respect to the terminated part of this order except as herein provided. All outstanding amounts owing hereunder Xxxxx's rights as set forth herein shall become immediately due and payable be in addition to Xxxxx's other rights in case of Seller's default, whether set forth in the event of any expiration order or termination of this Agreementnot.

TERMINATION AND DEFAULTS. (a) Either party Glenair may terminate this Purchase 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. Glenair retains and shall be entitled to terminate this Agreement within one hundred eighty (180) of the date hereof (the "trial period"), if all rights available to 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 including Glenair’s rights to title and possession of goods paid for. Seller shall be entitled at its option forthwithreimbursed for actual, upon giving notice reasonable, substantiated and allowable costs, plus a reasonable profit for work performed to the other party, to terminate this Agreement and all licenses granted hereunder, (i) if said other party shall fail to perform any date of its obligations or undertakings required of it hereunder, or shall be in breach of any of its warranties or representations herein contained, and termination. Seller shall not be paid for any work performed or costs incurred that reasonably could have cured or remedied such failure or breach within sixty (60) days been avoided. Glenair may take immediate possession of written notification thereof; provided, however all work performed upon notice of termination. Xxxxxx agrees that with respect to it will not include in any failure to pay Subscriber Access Fees such cure period shall be reduced to ten (10) business days from the date claim submitted hereunder any direct cost 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, engineering and/or development or any successor statute, or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or a party consents to cost for special tooling unless specifically ordered by Glenair. Seller’s obligations under 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, warranty and such order remains undischarged or unstated for a period in excess of thirty (30) calendar days, such action shall be deemed a breach hereunder. (c) Sections 3,(a), 3(b), 6, 8-12, and 14-16, as well as any obligation which has accrued prior to any expiration or termination confidentiality provisions of this Agreement shall survive such expiration termination. (b) Glenair may, by written notice (including facsimile and electronic mail systems) of default to Seller, terminate this Purchase Order, in whole or termination. All outstanding amounts owing hereunder shall in part, in any one of the following circumstances: (i) if Seller fails to deliver the goods and/or perform the services within the time specified herein (or such longer period as Glenair may authorize in writing); or (ii) Seller fails to perform any of the provisions of this Agreement and/or Purchase Order or fails to make progress thus endangering performance of this Purchase Order in accordance with its terms and in either of these two circumstances set forth in this sub-section (ii) does not cure such failure within a period of five (5) calendar days (or such longer period as Glenair may authorize in writing) after receipt of notice from Glenair specifying such failure; or (iii) Seller becomes insolvent or the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become immediately due; or (iv) if Seller fails to provide written assurance of due and payable performance, within a reasonable time after demand by Xxxxxxx; (c) If this Purchase Order is so terminated under this sub-section (b), Glenair may procure or otherwise obtain, in the event terms and manner as Glenair deems appropriate, goods and/or services similar to those terminated. Seller, subject to the exceptions set forth below shall be liable to Glenair for any excess costs of similar goods and/or services along with additional administrative costs tied to such re-procurement efforts. (d) If this Agreement or any expiration Purchase Order is terminated as provided in this Section (13.0), Glenair, in addition to any other rights and remedies provided at law, in equity or termination under this Agreement, may require Seller to transfer title and deliver to Glenair, in the manner and to the extent directed by Xxxxxxx, (i) any completed goods, and (ii) such partially completed goods and any materials, parts, tools, dies, patterns, jigs, fixtures, plans, drawings, information and contract rights (hereinafter “Manufacturing Materials”) that Seller has produced or acquired for the performance of the terminated part of this AgreementAgreement and/or the Purchase Order, and Seller shall, upon direction of Glenair, protect and preserve property in Seller’s possession in which Glenair has an interest. Glenair will pay Seller the contract price for completed goods delivered to and accepted by Glenair and the fair value of the Manufacturing Material so requested, delivered and accepted by Glenair. (e) Seller shall continue performance of this Purchase Order to the extent not terminated. Glenair shall have no obligations to Seller for the terminated part of this Purchase Order except as provided herein. Glenair's rights as set forth herein shall be in addition to other rights set forth by law in case of Seller's default.

TERMINATION AND DEFAULTS. (a) Either party shall be entitled Buyer may by notice in writing direct Seller to terminate this Agreement within one hundred eighty (180) purchase order or work under this purchase order in whole or in part, at any time, and such termination shall not constitute default. In such event, unless Seller shall have defaulted or been in default in performance hereof, Buyer and Seller shall have all rights and obligations accruing to it both at law or in equity, including Buyer’s rights to title and possession of the goods paid for. Seller shall be reimbursed for actual, reasonable, substantiated and allowable costs, plus a reasonable profit for work performed to date hereof (the "trial period"), if it determines that the Subscriber demand for the WorldGate Service is not acceptableof termination. If Affiliate terminates this Agreement during the trial period as aforesaid and prior to the expiration Buyer may take immediate possession of such trial period, but no later than 10 business days after it's all work so performed upon notice of termination. Seller’s obligations under the warranty, returns to WG the components intellectual property, and confidentiality provisions of the Headend Package, in working condition, reasonable wear and tear excepted, Affiliate will receive a refund of the this purchase price for order shall survive such components so returnedtermination. (b) In addition Buyer may, by written notice of default to all Seller, terminate the whole or any part of its other rights and remedies at law and this order in equity, either party shall be entitled at its option forthwith, upon giving notice to any one of the other party, to terminate this Agreement and all licenses granted hereunder, following circumstances: (i) if said other party shall fail Seller fails to make delivery of the supplies to perform the services within the time specified herein or any extension thereof; or if (ii) Seller fails to perform any of the provisions of this order or so fails to make progress as to endanger performance of this order in accordance with its obligations or undertakings required terms and in either of it hereunder, or shall be in breach of any of its warranties or representations herein contained, and shall these two circumstances does not have cured or remedied cure such failure within a period of 10 days (or breach within sixty (60such longer period as Buyer may authorize in writing) days after receipt 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 notice from the date Buyer specifying such failure; or (iii) Seller becomes insolvent or the subject 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, proceedings under any such law, law relating to bankruptcy or consents to the appointment relief 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 debtors or admits in writing of its inability or failure to pay its debts as such debts they become due; or the Board (iv) if Seller fails to provide Buyer, within a reasonable time after demand by Xxxxx, written assurance 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 hereunderdue performance by Seller; or (iiiv) if any order, judgment or decree prime contract is entered against decreeing terminated for convenience by the dissolution or split-up of such party, and such order remains undischarged or unstated for a period in excess of thirty (30) calendar days, such action shall be deemed a breach hereunderGovernment. (c) Sections 3,(aIf this order is so terminated (for items "i through v"), 3(b)Buyer may procure or otherwise obtain, 6upon such terms and in such manner as Buyer may deem appropriate, 8-12supplies or services similar to those terminated. Seller, subject to the exceptions set forth below shall be liable to Buyer for any excess costs of such similar supplies or services along with additional administrative costs tied to procurement actions. (d) Seller shall transfer title and 14-16deliver to Buyer, in the manner and to the extent requested in writing by Xxxxx at or after termination such complete articles, partially completed articles and materials, parts, tools, dies, patterns, jigs, fixtures, plans, drawings, information and contract rights as well Seller has produced or acquired as any obligation which has accrued prior part of the contract. Xxxxx will pay Seller the contract price for completed articles delivered to any expiration or termination and accepted by Xxxxx and the fair value of the other property of Seller so requested and delivered. (e) Seller shall continue performance of this Agreement order to the extent not terminated. Buyer shall survive such expiration or terminationhave no obligations to Seller in respect to the terminated part of this order except as herein provided. All outstanding amounts owing hereunder Xxxxx's rights as set forth herein shall become immediately due and payable be in addition to Xxxxx's other rights in case of Seller's default, whether set forth in the event of any expiration order or termination of this Agreementnot.

TERMINATION AND DEFAULTS. ‌ (a) Either party shall be entitled Buyer may by notice in writing direct Seller to terminate this Agreement within one hundred eighty (180) purchase order or work under this purchase order in whole or in part, at any time, and such termination shall not constitute default. In such event, unless Seller shall have defaulted or been in default in performance hereof, Buyer and Seller shall have all rights and obligations accruing to it both at law or in equity, including Buyer’s rights to title and possession of the goods paid for. Seller shall be reimbursed for actual, reasonable, substantiated and allowable costs, plus a reasonable profit for work performed to date hereof (the "trial period"), if it determines that the Subscriber demand for the WorldGate Service is not acceptableof termination. If Affiliate terminates this Agreement during the trial period as aforesaid and prior to the expiration Buyer may take immediate possession of such trial period, but no later than 10 business days after it's all work so performed upon notice of termination. Seller’s obligations under the warranty, returns to WG the components intellectual property, and confidentiality provisions of the Headend Package, in working condition, reasonable wear and tear excepted, Affiliate will receive a refund of the this purchase price for order shall survive such components so returnedtermination. (b) In addition Buyer may, by written notice of default to all Seller, terminate the whole or any part of its other rights and remedies at law and this order in equity, either party shall be entitled at its option forthwith, upon giving notice to any one of the other party, to terminate this Agreement and all licenses granted hereunder, following circumstances: (i) if said other party shall fail Seller fails to make delivery of the supplies to perform the services within the time specified herein or any extension thereof; or if (ii) Seller fails to perform any of the provisions of this order or so fails to make progress as to endanger performance of this order in accordance with its obligations or undertakings required terms and in either of it hereunder, or shall be in breach of any of its warranties or representations herein contained, and shall these two circumstances does not have cured or remedied cure such failure within a period of 10 days (or breach within sixty (60such longer period as Buyer may authorize in writing) days after receipt 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 notice from the date Buyer specifying such failure; or (iii) Seller becomes insolvent or the subject 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, proceedings under any such law, law relating to bankruptcy or consents to the appointment relief 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 debtors or admits in writing of its inability or failure to pay its debts as such debts they become due; or the Board (iv) if Seller fails to provide Buyer, within a reasonable time after demand by Xxxxx, written assurance 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 hereunderdue performance by Seller; or (iiiv) if any order, judgment or decree prime contract is entered against decreeing terminated for convenience by the dissolution or split-up of such party, and such order remains undischarged or unstated for a period in excess of thirty (30) calendar days, such action shall be deemed a breach hereunderGovernment. (c) Sections 3,(aIf this order is so terminated (for items "i through v"), 3(b)Buyer may procure or otherwise obtain, 6upon such terms and in such manner as Buyer may deem appropriate, 8-12supplies or services similar to those terminated. Seller, subject to the exceptions set forth below shall be liable to Buyer for any excess costs of such similar supplies or services along with additional administrative costs tied to procurement actions. (d) Seller shall transfer title and 14-16deliver to Buyer, in the manner and to the extent requested in writing by Xxxxx at or after termination such complete articles, partially completed articles and materials, parts, tools, dies, patterns, jigs, fixtures, plans, drawings, information and contract rights as well Seller has produced or acquired as any obligation which has accrued prior part of the contract. Xxxxx will pay Seller the contract price for completed articles delivered to any expiration or termination and accepted by Xxxxx and the fair value of the other property of Seller so requested and delivered. (e) Seller shall continue performance of this Agreement order to the extent not terminated. Buyer shall survive such expiration or terminationhave no obligations to Seller in respect to the terminated part of this order except as herein provided. All outstanding amounts owing hereunder Xxxxx's rights as set forth herein shall become immediately due and payable be in addition to Xxxxx's other rights in case of Seller's default, whether set forth in the event of any expiration order or termination of this Agreementnot.