Termination by Supplier. If Supplier is not then in breach of this Agreement giving rise to an event of termination, Supplier shall be entitled to terminate this Agreement should Xxxxx fail to order and take delivery of the required volumes of Product or pay sums due hereunder. Supplier shall give Xxxxx written notice of any such failure and provide a reasonable time to cure which shall not exceed ***. Should Xxxxx fail to cure prior to the end of such *** period, then Supplier may terminate this Agreement immediately. Supplier’s sole and exclusive damages in case of such termination shall be limited to $*** per short ton of Product that remains undelivered under the Minimum Purchase Requirements for the remaining Term of the Agreement after the filling of all outstanding Purchase Orders. The Parties acknowledge and agree that in the event of a breach under this Section 8.3, the damages would be difficult if not impossible to quantify, and accordingly, such payment shall be for liquidated damages and not as any form of penalty.
Termination by Supplier. Section 17.2.1 Supplier may terminate this Agreement in the event a Suspension Period continues longer than forty-five (45) days. In such event, System Owner shall compensate Supplier for all Work performed up to the start of the Suspension Period, plus, without duplication of amounts paid pursuant to Section 16.3.1, all reasonable and documented demobilization and cancellation costs incurred by Supplier.
Section 17.2.2 Supplier may terminate this Agreement prior to Final Completion for good cause, consisting of System Owner’s material breach of this Agreement, if such material breach has not been cured within fifteen (15) days after notice of such material breach.
Section 17.2.3 In the event that Supplier terminates or cancels this Agreement pursuant to this Section 17.2, Supplier will (a) cease Work and vacate the Premises in an orderly manner and otherwise in accordance with this Agreement, (b) take the actions necessary, or that System Owner may direct, for the protection and preservation of the Site, the Work and the System, (c) assign to System Owner or its designee all right, title and interest in contracts, including Subcontracts, purchase orders, warranties and guaranties related to the Work and the System, and deliver to System Owner complete and unredacted copies of all such assigned contracts, Subcontracts, purchase orders, warranties and guaranties, (d) deliver waivers of lien substantially in the form of Exhibit N to establish that the Work, the System and the Premises are free from any claims, liens, security interests or encumbrances arising out of or in connection with performance by Supplier or any Subcontractor of the Work, other than to the extent any such liens result from the System Owner’s failure to pay undisputed amounts due to Supplier hereunder, (e) confirm in writing the assignment hereunder of all Environmental Credits to System Owner, (f) assign or transfer, to the extent assignable or transferrable, all issued Government Approvals, if any, then held by Supplier pertaining to the System and (g) deliver to System Owner the System Manuals and Design Work Product, and all information in Supplier’s possession relating to the Work and the System requested by System Owner.
Termination by Supplier. In no instance will termination by Supplier be considered. Failure by an Authorized User to make timely payments owed to Supplier for its performance under this Contract will constitute a breach by that Authorized User. Supplier’s remedy for a breach is limited to the remedies set forth in Code § 2.2-4363 and the “Remedies” section of this Contract below.
Termination by Supplier. Supplier may terminate this Agreement at any time for any reason whatsoever by delivering not less than one hundred eighty (180) days' prior written notice thereof to Novation.
Termination by Supplier. The Supplier may immediately terminate this agreement if the Council breaches a material term of this agreement and fails to remedy the breach within a reasonable time after receiving notice requiring it to do so.
Termination by Supplier. In no instance will termination by Supplier be considered. Failure by DMAS to make timely payments owed to Supplier for its performance under this Contract will constitute a breach by that DMAS. Supplier’s remedy for a breach is limited to the remedies set forth in Code § 2.2-4363 and the “Remedies” section of this Contract below.
Termination by Supplier. (a) The Supplier may terminate the Agreement by giving Xxxxxxx notice if any step is taken to appoint a receiver, a trustee and manager (or either of them) (including a statutory manager), a provisional liquidator, a liquidator, an administrator or other like person of the whole or part of Xxxxxxx' assets, operations or business.
(b) If an amended or new Seasonal Pricing Letter is issued by Xxxxxxx under clause 2, subject to the Seasonal Price being below the Minimum Price, then at any time within 21 days after receiving notice of the amended or new Seasonal Pricing Letter, the Supplier may terminate the Agreement by a further 21 days-notice, or the date of which the Seasonal Price takes effect, whichever is the sooner, in writing to Xxxxxxx (Notice Period). Subject to this clause 5.4 (b) the Supplier may rescind the termination notice at any time within those 21 days.
(c) Before the date of termination under clause 5.4(b), either party must (on request from the other party) reasonably negotiate with the other party to seek to reach agreement on the terms of a new Seasonal Pricing Letter that are mutually acceptable to the parties. If the parties:
(i) reach agreement prior to expiry of the Notice Period, then the Supplier's termination notice under clause 5.4(b) will automatically be withdrawn and the Agreement will continue on the terms agreed by the parties; or
(ii) do not reach agreement prior to expiry of the Notice Period, this Agreement will expire on the last day of the Notice Period.
Termination by Supplier. Supplier has the right to terminate the Agreement or any portion thereof, if Customer is in default of any material term or condition of the Agreement, and fails to cure such default within thirty (30) days after receipt of written notice of such default. Without limitation, it will be deemed a Customer default under the Agreement if Customer fails to pay any amount when due hereunder. Supplier may terminate the Agreement immediately if: (i) Customer uses a Product in a way that violates any law or is causing, or is reasonably expected to cause, material harm to Supplier, its Affiliates, its Personnel, or the Products; or (ii) Customer becomes insolvent, a receiver, administrator, controller or a liquidator is appointed to Customer, Customer assigns any of its property for the benefit of creditors or any class of them or any proceedings have been commenced by or against Customer under any bankruptcy, insolvency or similar laws.
Termination by Supplier. 29.3.1 If:
(a) the Purchaser has failed to pay the Supplier any sum due under the Contract within the specified period, has failed to approve any invoice or supporting documents without just cause pursuant to the SCC, or commits a substantial breach of the Contract, the Supplier may give a notice to the Purchaser that requires payment of such sum, requires approval of such invoice or supporting documents, or specifies the breach and requires the Purchaser to remedy the same, as the case may be. If the Purchaser fails to pay such sum, fails to approve such invoice or supporting documents or to give its reasons for withholding such approval, fails to remedy the breach or take steps to remedy the breach within thirty (30) days after receipt of the Supplier’s notice; or
(b) the Supplier is unable to carry out any of its obligations under the Contract for any reason attributable to the Purchaser, including but not limited to the Purchaser’s failure to provide possession of or access to the site or other areas or failure to obtain any governmental permit necessary for the execution and/or completion of the System; then the Supplier may give a notice to the Purchaser of such events, and if the Purchaser has failed to pay the outstanding sum, to approve the invoice or supporting documents, to give its reasons for withholding such approval, or to remedy the breach within twenty-eight
