Termination and Events of Default. 12.1 If Payor fails to pay any portion of the License Fee or make any other payment as required by this Agreement, within three (3) days after Payor and Licensee have received written notice from Licensor of such failure, then Licensor may immediately terminate this Agreement upon written notice to Licensee.
12.2 Subject to Section 12.1 above, which covers Licensor’s right to terminate this Agreement for a failure by Payor to pay any portion of the License Fee or make any other payment as required by this Agreement, Licensor may terminate this Agreement immediately upon written notice to Licensee in the event that Licensee fails to cure a material breach of this Agreement within thirty (30) days after Licensee has received written notice from Licensor of such breach. Any failure by Licensee to comply with the quality control provisions included in Section 5 of this Agreement shall be deemed a material breach of this Agreement. In the event any material breach cannot be cured within thirty (30) days, except for non-payment by Payor that must be cured within three (3) days after Payor has received written notice of such breach, and so long as Licensee is making reasonable efforts to implement a cure, the cure period will be automatically extended by a reasonable amount of time to permit such cure (if a cure is feasible).
12.3 The Parties may terminate this Agreement by mutual consent. Licensee shall not otherwise have any right to terminate this Agreement under this Section 12.
12.4 Notwithstanding the foregoing, Licensor may not terminate this Agreement under Sections 12.1 or 12.2 or consent to termination under Section 12.3 without the written consent of the New Notes Collateral Agent.
12.5 If this Agreement is terminated pursuant to Sections 12.1, 12.2, or 12.3, then (w) all rights of Licensee and its affiliates (other than Licensor) under this Agreement shall automatically and immediately cease, (x) all rights of Licensee under Section 6 regarding registration, maintenance, and enforcement of the Licensed Marks will automatically and immediately revert to Licensor and Licensor shall have the exclusive right and authority, in its sole discretion, to make decisions and take all actions with respect to registration, enforcement, and maintenance of the Licensed Marks, (y) all sublicenses granted by Licensee and its affiliates pursuant to Section 2.2 shall automatically and immediately terminate, and (z) Licensee and Payor, and their affiliates (except for Li...
Termination and Events of Default. Reliance’s Right of Termination
Termination and Events of Default. 23.1 Reliance's Right of Termination
23.2 Vendor's Right of Termination
23.3 Continuing Obligations; Survival
Termination and Events of Default. If Payor fails to pay any portion of the License Fee or make any other payment as required by this Agreement, within three (3) days after Payor and Licensee have received written notice from Licensor of such failure, then Licensor may immediately terminate this Agreement upon written notice to Licensee.
Termination and Events of Default. The occurrence of any of the following will constitute an “Event of Default” by Enphase or SunPower, as applicable, who will then be the “Defaulting Party”. The non-Defaulting Party may, at its sole discretion, terminate the MSA by written notice to the Defaulting Party, provided that the non-Defaulting Party first provides the Defaulting Party prior written notice detailing such Event of Default, and the Defaulting Party fails to cure such Event of Default within [*] after receipt of such written notice or such shorter cure period as set forth below. Any such termination must occur within [*] after the expiration of the applicable cure period unless otherwise agreed to in writing by the Parties.
Termination and Events of Default. The Bank, in addition to any rights of immediate termination without notice as may be contained elsewhere in this Merchant Agreement, may terminate this Merchant Agreement, and at the Bank’s discretion, any merchant processing agreement(s) of any other business that is commonly owned or controlled by the Merchant for any reason or cause (or for no reason) whatsoever upon ten (10) Business Days prior written notice to the Merchant. Such termination shall become effective on the later of ten (10) Business Days from the date such notice is given in the manner prescribed for notices herein or the date specified in such notice; In the event of termination due to breach by the Merchant of any of the terms and conditions of this Merchant Agreement, such termination shall become effective upon the giving of such notice by the Bank. Notices of termination due to breach by the Merchant, shall be given in writing. This Merchant Agreement may also be terminated effective upon the giving of notice at the discretion of the Bank for reasons including but not limited to: (a) the Bank determines that the Merchant’s type of business as indicated on the Merchant Application differs from the actual type of business the Merchant operates; (b) the Merchant moves or relocates to a new location without giving the Bank notice prior to, or within thirty (30) days after, the move; (c) The business as conducted by the Merchant could endanger the safety and/or soundness of the Bank; (e) the Merchant files for bankruptcy or is otherwise shown to be insolvent;
Termination and Events of Default. 12.1 Unless specific provision is made as a Special Condition in Schedule 3 the following provisions shall govern termination. Where this matter is addressed as a Special Condition, that Special Condition shall take precedence over the following:
12.2 Without prejudice to any other rights or remedies which the parties may have, we may terminate this Agreement without liability to you on giving it not less than 3 months' written notice (a “Termination Notice”) to terminate this Agreement.
12.3 Without prejudice to any other rights or remedies which the parties may have, we may terminate this Agreement without liability to you immediately on giving written notice (a “Termination Notice”) if:
(a) you fail to deliver the Service Provision for the Project, the Project Milestones and/or the KPIs in accordance with this Agreement having been through the monitoring and evaluation process set out in the Specification;
(b) you commit a material breach of any of the terms of this Agreement and (if such a breach is remediable) you fail to remedy that breach within 30 days of being notified in writing of the breach;
(c) you repeatedly breach any of the terms of this Agreement in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to the terms of this Agreement;
(d) you become insolvent, subject to winding up proceedings or an administrator or administrative receiver is appointed in respect of you busisness;
(e) you suspend or cease, or threaten to suspend or cease, to carry on all or a substantial part of your business;
(f) you make an unapproved substantial change to the Project;
(g) it transpires that any information provided by you in the course of your Proposal or in the monitoring and evaluation process is materially incorrect or incomplete;
(h) you attempt to assign or transfer any of the rights, interests or obligations created by this Agreement without our written approval;
(i) you notify us of any suspected or actual financial irregularity in the use of the monies paid for the Service Provision;
(j) you or any of your staff commit or attempt any financial irregularity or fraud or have any conflict of interest in relation to the Project or the Programme;
(k) you breach BVSC’s Safeguarding Policy as detailed in Appendix 1; and/or
(l) you bring BVSC and/or the Fund into disrepute or BVSC considers that the Project is being carried out in such a way as to conflict with the obj...
Termination and Events of Default. If during the Term, (i) either Party (the “Defaulting Party”) is in breach of any of its obligations under this Agreement or in the event there is a commencement of proceedings by or against the Defaulting Party under applicable bankruptcy, insolvency or reorganization laws (an “Event of Default”), and such breach remains uncured for a period of forty five (45) days for breaches related to the payment of money and ninety (90) days for all other breaches, after the date that the Defaulting Party receives written notice of the breach from the other Party (the “Notifying Party”) then the Notifying Party shall have the right to: (a) terminate this Agreement; or (b) specific performance of the obligations or (ii) PICONYX decommissions the PICONYX Property in accordance with Section 2.6 herein, and such decommissioning lasts more than sixty (60) days, then CARBO shall have the right to terminate this Agreement.
12.2.1 In addition, if (i) the Parties are unable to make a Commercial Product within twelve (12) months of the Effective date, then either Party shall have the right, but not the obligation to terminate this Agreement, or (ii) PICONYX is unable to secure the Offering Proceeds, within six (6) months from the receipt of the permit for the Pilot Kiln, then CARBO shall have the right, but not the obligation to terminate this Agreement.
Termination and Events of Default.
18.1 If an Event of Default occurs or is threatened to occur to the Client, Strata Data can immediately, at its discretion: 18.1.1terminate this Agreement;
18.1. 2suspend or cancel provision of Services;
18.1. 3make the Price immediately due and payable; and/or
18.2 If an Event of Default occurs or is threatened to occur to Strata Data, the Client can immediately, at its discretion, terminate this Agreement.
18.3 The Client may terminate this Agreement by providing a minimum of sixty (60) days written notice to Strata Data.
18.4 Where the Client terminates the Agreement in accordance with clause 18.3, the Client will be required to pay the remainder of the Communications Support Fee for the remainder of the Term at Strata Data’s sole discretion.
18.5 Termination of this Agreement does not affect any rights and remedies of a party which accrued prior to termination.
Termination and Events of Default
