Termination by the Vendor Sample Clauses

Termination by the Vendor. If Trinity defaults in a material obligation under this Agreement, through no fault of the Vendor, and the default is not cured within thirty (30) days after receipt by Trinity of written notice thereof or if the default could not be cured within this time period, Trinity is not diligently attempting to cure the default, the Vendor may, upon seven additional days’ written notice to Trinity, terminate the Agreement and recover from Trinity payment for Professional Services properly executed and reasonable, direct and proven costs incurred by reason of such termination (consequential and incidental damages specifically being excluded under this Section 7.2).
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Termination by the Vendor. The Vendor may terminate this Agreement only with the written consent of MaineHousing upon thirty (30) days advance written notice to MaineHousing and an opportunity by MaineHousing to inspect the Records of the Vendor prior to the effective date of termination. No consent of MaineHousing will be required in the event Vendor gives MaineHousing notice of its intent to cease doing business as a vendor of Home Energy. In the event Vendor terminates this Agreement without the required notice or any required consent of MaineHousing, such termination shall be a default of this Agreement by Vendor.
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Termination by the Vendor. If, prior to or on the Completion Date:- (a) the Purchaser defaults in the performance of its payment obligations contained in Clause 6.2 (b) herein; (b) there is a material breach of representation or warranty or a breach of material representation or warranty (as the case may be), which is made by the Purchaser in this Agreement; or (c) there is a material breach of any of the terms or conditions herein or a breach of any of the material terms or conditions herein (as the case may be), or a failure to perform or observe any material covenant, undertaking or obligation in this Agreement by the Purchaser (save for the obligation to make payment of the Purchase Price); or (d) a petition for winding up is presented against any of the Vsource Companies and/or the Purchaser which is not disputed by the relevant Vsource Company and/or the Purchaser pursuant to the applicable laws under each of their respective jurisdictions; or (e) an order is made, a shareholder(s)' resolution is passed or any legislation enacted for the winding up of any of the Vsource Companies and/or the Purchaser pursuant to the applicable laws under each of their respective jurisdictions; or (f) an administrator, a receiver and/or manager is appointed by the Court or any creditor pursuant to a debenture or any other security document in favour of such creditor over the undertakings, assets and properties of any of the Vsource Companies and/or the Purchaser or any part of their/its assets and properties pursuant to the applicable laws under each of their respective jurisdictions, then the Vendor shall in case of Clauses 10.1(b) and (c) above, be entitled to specific performance of this Agreement against the Purchaser; or in all cases referred to above, opt to terminate this Agreement with immediate effect by giving written notice to the Purchaser prior to or on Completion Date and after service of such notice whereupon:- (i) no party shall have any further obligation to buy or sell the Sale Shares; (ii) the Vendor shall be entitled to retain the Deposit Sum together with all interests accrued thereon, calculated from the date of this Agreement to the date the Deposit Sum is received by the Vendor ("Vendor's Accrued Interest"), as agreed liquidated damages in cases where the termination arose as a result of Clause 10.1(a), (b) or (c) above and the Vendor's Solicitors shall be authorised to 21NEXT PAGE release the Deposit Sum together with the Vendor's Accrued Interest to the Vendor within s...
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Termination by the Vendor. The Vendor may terminate this Agreement if, within the periods specified in Section 7 (“Earning Costs - Initial Earn In Period”) or the period for Option Payments specified in Section 6 (“Option Payments”), or not later than the time provided by law for timely payment of Land Holding Costs as required by Section 11 (“Land Holding Costs”) hereof, Stone fails to pay or incur the scheduled Option Payments or otherwise fails to timely pay or incur the minimum Earning Costs or Land Holding Costs. The Vendor shall give Stone notice describing the alleged existence of any condition (or failure of condition) set forth in said Sections 6, 7 and 11 hereof on which the Vendor are asserting a right to terminate this Agreement. In the event that Stone fails to cure the same or to initiate action in the courts to dispute the existence thereof within thirty (30) days after its receipt of any such notice, then the Vendor may terminate this Agreement by giving Stone notice of the Vendor’ decision to do so. In the event that Stone initiates action in the courts to dispute the existence of any alleged default, then this Agreement may not be terminated by the Vendor unless Stone fails to commence curative action with respect to such default within a thirty (30) day period after its existence is confirmed by a court of competent jurisdiction.
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Termination by the Vendor. In addition to any other rights and remedies (under this Agreement or otherwise) which the Vendor may have to terminate or rescind this Agreement, the Vendor may, at their option, terminate this Agreement by notice in writing to the Purchaser if :- (a) the Purchaser shall default in payment of the Price in accordance with Clause 2, or (b) The Purchaser shall become bankrupt or commit any act of bankruptcy or go into liquidation (as the case may be) or shall otherwise become insolvent or a trustee in bankruptcy or similar officer shall be appointed in respect of the Purchaser or the Purchaser shall suffer his assets or any significant part thereof to be seized or levied on execution or other process or proceedings, or (c) the Purchaser shall be in material breach of any material obligation under this Agreement and/or any other written agreement (if any) between the parties hereto then existing or subsisting. Upon the Vendor terminate or rescind this Agreement, the Vendor may exercise the rights given in Share Mortgage Deed to recover all loss or damages incurred.
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Termination by the Vendor. This Agreement and the transactions contemplated hereby may be terminated prior to Closing by the Vendor, by giving written notice of such termination to the Company, if: 14.3.1. the Company has breached in any material respects any representation, warranty, covenant or agreement contained in this Agreement and such breach is not cured within one (1) Business Day following receipt by the Company of notice of such breach; 14.3.2. there has occurred an event or series of events which, individually or in the aggregate, is likely to have or result in a Material Adverse Effect which is not disclosed in the Disclosure Materials; 14.3.3. trading in the Common Stock has been suspended on the Nasdaq OTC Bulletin Board; or 14.3.4. the Closing has not occurred by July 10, 2003 (other than through the fault of the Vendors).
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Termination by the Vendor. § 16.1.1 The Vendor may terminate the Contract if the Work is stopped through no act or fault of the Vendor or a member of the Construction Team for any of the following reasons: .1 for a period of 120 consecutive days by an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 for a period of 120 consecutive days by an act of government, such as a declaration of national emergency;
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Termination by the Vendor. If the OR fails to issue a payment for a period of forty-five (45) days through no fault of the Vendor, or if the Owner fails to make payment thereon for a period of thirty days from issuance of a payment, the Vendor may, upon fourteen days' written notice to the Owner and the OR, terminate the Contract, provided however, that OR or Owner shall first have an opportunity to remit such payment within the fourteen day period following written notice.
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Related to Termination by the Vendor

  • TERMINATION BY THE OWNER The Owner may terminate this Contract in accordance with the following terms and conditions: (A) The Owner may, for any reason whatsoever, terminate performance under this Contract by the Contractor for convenience. The Owner shall give written notice of such termination to the Contractor specifying when termination becomes effective. The Contractor shall incur no further obligations in connection with the work and the Contractor shall stop work when such termination becomes effective. The Contractor shall also terminate outstanding orders and subcontracts. The Contractor shall settle the liabilities and claims arising out of the termination of subcontracts and orders. The Owner may direct the Contractor to assign the Contractor's right, title and interest under termination orders or subcontracts to the Owner or its designee. The Contractor shall transfer title and deliver to the Owner such completed or partially completed work and materials, equipment, parts, fixtures, information and Contract rights as the Contractor has. When terminated for convenience, the Contractor shall be compensated as follows: (1) The Contractor shall submit a termination claim to the Owner specifying the amounts due because of the termination for convenience together with costs, pricing or other data required by the Owner. If the Contractor fails to file a termination claim within one (1) year from the effective date of termination, the Owner shall pay the Contractor, an amount derived in accordance with Subparagraph (3) below; (2) The Owner and the Contractor may agree to the compensation, if any, due to the Contractor hereunder; (3) Absent agreement to the amount due to the Contractor, the Owner shall pay the Contractor the following amounts: (a) Contract prices for labor, materials, equipment and other services accepted under this Contract; (b) Reasonable costs incurred in preparing to perform and in performing the terminated portion of the work, and in terminating the Contractor's performance, plus a fair and reasonable allowance for direct jobsite overhead and profit thereon (such profit shall not include anticipated profit or consequential damages); provided however, that if it appears that the Contractor would have not profited or would have sustained a loss if the entire Contract would have been completed, no profit shall be allowed or included and the amount of compensation shall be reduced to reflect the anticipated rate of loss, if any; (c) Reasonable costs of settling and paying claims arising out of the termination of subcontracts or orders pursuant to Subparagraph 19(A) of this Paragraph. These costs shall not include amounts paid in accordance with other provisions hereof. The total sum to be paid the Contractor under this Subparagraph 19(A) shall not exceed the total Contract Price, as properly adjusted, reduced by the amount of payments otherwise made, and shall in no event include duplication of payment. (B) If the Contractor does not perform the work, or any part thereof, in a timely manner, supply adequate labor, supervisory personnel or proper equipment or materials, or if it fails to timely discharge its obligations for labor, equipment and materials, or proceeds to disobey applicable law, or otherwise commits a violation of a material provision of this Contract, then the Owner, in addition to any other rights it may have against the Contractor or others, may terminate the performance of the Contractor and assume possession of the Project site and of all materials and equipment at the site and may complete the work. In such case, the Contractor shall not be paid further until the work is complete. After final completion has been achieved, if any portion of the Contract Price, as it may be modified hereunder, remains after the cost to the Owner of completing the work, including all costs and expenses of every nature incurred, has been deducted by the Owner, such remainder shall belong to the Contractor. Otherwise, the Contractor shall pay and make whole the Owner for such cost. This obligation for payment shall survive the termination of the Contract. In the event the employment of the Contractor is terminated by the Owner for cause pursuant to this Subparagraph 19(B) and it is subsequently determined by a Court of competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed a Termination for Convenience under Subparagraph 19(A) and the provisions of Subparagraph 19(A) shall apply.

  • Termination by the HSP (a) The HSP may terminate this Agreement at any time, for any reason, upon giving 6 months’ Notice (or such shorter period as may be agreed by the HSP and the Funder) to the Funder provided that the Notice is accompanied by: satisfactory evidence that the HSP has taken all necessary actions to authorize the termination of this Agreement; and a Transition Plan, acceptable to the Funder, that indicates how the needs of the HSP’s clients will be met following the termination and how the transition of the clients to new service providers will be effected within the six-month Notice period. (b) In the event that the HSP fails to provide an acceptable Transition Plan, the Funder may reduce Funding payable to the HSP prior to termination of this Agreement to compensate the Funder for transition costs.

  • Termination by the Sellers The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.

  • TERMINATION BY THE PARTIES This Agreement may be terminated upon sixty (60) days’ written notice (a) by the Independent Directors of the Company or the Advisor, without Cause and without penalty, (b) by the Advisor for Good Reason, or (c) by the Advisor upon a Change of Control. The provisions of Sections 19 through 31 of this Agreement shall survive termination of this Agreement.

  • Termination by the Owner for Cause § 16.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials;

  • Termination by the Company This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by the Company: (a) in order to enter into an Acquisition Agreement pursuant to and in accordance with Section 5.3(c), so long as concurrently with such termination the Company pays the Expense Reimbursement under Section 7.6(b)(i); (b) if Parent or Merger Sub breaches any of their respective representations or warranties, or fails to perform any of their respective covenants or agreements contained in this Agreement, and which breach or failure (i) would, individually or when aggregated with any such other breaches of failures, result in a Parent Material Adverse Effect and (ii) by its nature cannot be cured or has not been cured by Parent or Merger Sub, as applicable, by the earlier of (A) the Outside Date and (B) the date that is twenty (20) Business Days after Xxxxxx’s receipt of written notice of such breach from the Company, but only so long as the Company is not then in material breach of its representations or warranties or materially failing to perform its covenants or agreements contained in this Agreement in a manner that would allow Parent to terminate this Agreement under Section 7.3(b); or (c) upon prior written notice to Parent, if Xxxxxx Sub fails to commence the Offer in accordance with the terms of this Agreement hereof on or prior to the fifteenth (15th) Business Day following the date hereof or if Merger Sub fails to consummate the Offer when required to do so in accordance with the terms of this Agreement; provided, however, that the right to terminate this Agreement pursuant to this Section 7.4(c) shall not be available to the Company if the Company is in breach of any representation, warranty, covenant or agreement set forth in this Agreement that has been the proximate cause of, or resulted in, Merger Sub’s failure to commence or consummate the Offer in accordance with the terms of this Agreement.

  • Termination by the Funder The Funder may terminate this Agreement by providing ten (10) calendar days written notice to the Claimholder after the occurrence of any of the following events. The notice shall reasonably describe the alleged breach which is the basis of such termination and clearly state the Funder’s intent to terminate this Agreement if the alleged breach is not cured within ten (10) calendar days of the Claimholder’s receipt of the notice. (a) Any representation or warranty given by the Claimholder was untrue in any material respect as of the Initial Effective Date or the Restated Effective Date of this Agreement; (b) Any breach by the Claimholder of a material provision of this Agreement that has a material adverse effect on the value of the Subject Claim or the Proceeds; (c) An event, circumstance or condition has occurred or been discovered after the Initial Effective Date of the Agreement which would reasonably be expected to render it unlikely that the Claimholder Proceeds will be sufficient to pay the amounts corresponding to Sections 7.4(a) and Section 7.4(b) of this Agreement, as applicable, including the occurrence of any event or development with respect to the Subject Claim that has resulted or could reasonably be expected to result in the dismissal, discontinuation or denial of any material portion of the Subject Claim; or (d) Claimholder becomes insolvent and is subject to Insolvency Proceedings.

  • Termination by the Employee The Employee may terminate this Agreement at any time, for any reason or for no reason at all, by giving notice thereof to the Corporation at least thirty (30) days before the effective date of such termination. The Employment Period shall terminate as of the date of such termination of employment.

  • Termination by the Bank for Cause After the occurrence of any of the conditions specified in Section 7.1, the Bank shall have the right to terminate the Term for Cause on written notice to Executive, effective immediately.

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