Termination by Vendors Sample Clauses

Termination by Vendors. If any of the conditions set forth in Section 6.3 have not been fulfilled or waived at or prior to the Closing Date or any obligation or covenant of Purchaser or Immersion to be performed at or prior to the Closing Date has not been observed or performed by such time, the Vendors may terminate this Agreement by notice in writing to Purchaser, and in such event Vendors shall be released from all obligations hereunder save and except for their obligations under Sections 10.3, 10.4 and 10.7 which shall survive. Purchaser and Immersion shall only be released from its obligations if the condition or conditions for the non-performance of which Vendors have terminated this Agreement are not reasonably capable of being performed or caused to be performed by Purchaser or Immersion. If Vendors waive compliance with any of the conditions, obligations or covenants contained in this Agreement, the waiver will be without prejudice to any of their rights of termination in the event of non-fulfilment, non-observance or non-performance of any other condition, obligation or covenant in whole or in part. The Vendors' right of termination under this Article 6 is in addition to any other rights they may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. Except as otherwise provided herein, nothing in Article 6 shall limit or affect any other rights or causes of action the Vendors may have with respect to the representations, warranties, covenants and indemnities in their favour contained in this Agreement.
Sample 1Sample 2
AutoNDA by SimpleDocs
Termination by Vendors. VENDORS may terminate this Agreement if either the Dispenser materially breaches any of its obligations set forth herein and does not cure the breaches within 30 days of VENDORS's written notice, fails to pay any invoice by its due date, or if circumstances beyond the control of VENDORS occur that affect the program.
Sample 1
Termination by Vendors. 6.4.1 If any of the conditions set forth in Section 6.3 have not been satisfied, or waived by the Vendors, on or before the Outside Date, or it becomes reasonably apparent that any of such conditions cannot be satisfied on or before such date, then the Vendors may terminate this Agreement by notice in writing to the Purchaser, provided, however, that the Vendors will not be entitled to terminate this Agreement if the failure or impossibility of satisfaction of the condition was as a result of the breach, default or violation of any obligations of the Vendor or the Corporation under this Agreement. 6.4.2 Upon termination of this Agreement by the Vendors pursuant to this Section 6.4, the Corporation and Vendors will be released from all obligations hereunder, other than their obligations under Sections 9.6, 9.7 and 9.9 which will survive any termination of this Agreement. The Purchaser will only be released from its obligations hereunder (other than its obligations under Sections 9.6, 9.7 and 9.9 which will survive any termination of this Agreement) if the failed condition for which the Vendors have terminated this Agreement was not capable of being satisfied or caused to be satisfied by the Purchaser notwithstanding its commercially reasonable efforts.
Sample 1
Termination by Vendors. If any of the conditions in Section 6.2 is not fulfilled or waived at or prior to Closing or any obligation or covenant of the Purchaser to be performed at or prior to Closing is not observed or performed by such time, the Vendors may terminate this Agreement by notice in writing to the Purchaser, and in such event the Vendors shall be released from all obligations hereunder, save and except for their obligations under Section 5.2(3), Section 12.3, Section 12.4 and Section 12.7, which shall survive. If the Vendors waive compliance with any of the conditions, obligations or covenants in this Agreement, the waiver will be without prejudice to any of their rights of termination in the event of non-fulfilment, non-observance or non-performance of any other condition, obligation or covenant, as a whole or in part.
Sample 1
Termination by Vendors. Subject to Section 5.3(1), if any of the conditions set forth in Section 6.2 have not been fulfilled or waived at or prior to Closing or any obligation or covenant of the Purchaser to be performed at or prior to Closing has not been observed or performed by such time, the Vendors or the Corporation may terminate this Agreement by notice in writing to the Purchaser, and in such event the Vendors and the Corporation shall be released from all obligations hereunder save and except for this obligations under the Section 11.2, Section 11.3 and Section 11.5 which shall survive. The Purchaser shall only be released from its obligations hereunder if the condition or conditions for the non-performance of which the Vendors or the Corporation have terminated this Agreement are not reasonably capable of being performed or caused to be performed by the Purchaser. If the Vendors or the Corporation waives compliance with any of the conditions, obligations or covenants contained in this Agreement, the waiver will be without prejudice to any of its rights of termination in the event of non-fulfilment, non-observance or non-performance of any other condition, obligation or covenant in whole or in part.
Sample 1
Termination by Vendors. If any of the conditions set forth in Section 6.2 have not been fulfilled or waived at or prior to Closing or any obligation or covenant of the Purchaser to be performed at or prior to Closing has not been observed or performed by such time, for any reason or cause whatsoever, the Vendors may terminate this Agreement by notice in writing to the Purchaser, and in such event the Vendors, the Purchaser and the Corporation and the Principal shall be fully and unconditionally released from all of their respective obligations hereunder save and except for their obligations under Section 5.3, Section 11.3, Section 11.4 and Section 11.6 which shall survive. If the Vendors waive compliance with any of the conditions, obligations or covenants contained in this Agreement, the waiver will be without prejudice to any of their rights of termination in the event of non-fulfilment, non-observance or non-performance of any other condition, obligation or covenant in whole or in part. For greater certainty, if the Vendors terminate this Agreement for any reason whatsoever, the Vendors' sole and exclusive remedy shall be such termination of this Agreement and the Vendors shall have no right, remedy or recourse as against the Purchaser or the Principal notwithstanding any rule or principle of law or equity to the contrary.
Sample 1
Termination by Vendors. If any of the conditions set forth in Section 6.4 have not been fulfilled in all material respects or waived at or prior to the earlier of the date determined to be the Closing Date by Section 7.1 and the Drop-Dead Date, or any material obligation or covenant of OP or Purchaser to be performed at or prior to the Closing Date has not been observed or performed by such time, Vendors’ Representative may terminate this Agreement by notice in writing to Purchaser, and in such event Vendors shall be released from all obligations hereunder save and except for their obligations under Sections 11.3 and 11.5 which shall survive. Each of OP and Purchaser shall be released from its obligations if the condition or conditions for the non-performance of which Vendors’ Representative has terminated this Agreement is or are not reasonably capable of being performed or caused to be performed by OP or Purchaser. If Vendors’ Representative waives compliance with any of the conditions, obligations or covenants contained in this Agreement, the waiver will be without prejudice to any of its rights of termination in the event of non-fulfillment, non-observance or non-performance of any other condition, obligation or covenant in whole or in part. If any of Vendors or any of their representatives or agents is aware, on or prior to the Closing, that a representation or warranty of OP or Purchaser is untrue, incorrect or inaccurate or a covenant or obligation of OP or Purchaser to be performed on or prior to Closing is breached or not performed and Vendors proceed with the Closing, Vendors shall be deemed to have waived such representation, warranty, covenant or obligation to the extent of such incorrectness, inaccuracy, breach or non-performance, except where otherwise expressly agreed in writing by the Parties at or prior to Closing.
Sample 1
AutoNDA by SimpleDocs
Termination by Vendors. This Agreement may be terminated prior to Closing in accordance with Section 3.2(b) by written notice to the other Party.
Sample 1

Related to Termination by Vendors

  • Termination by XOOM We may terminate this Contract, or the applicable portion of this Contract, at our discretion and without penalty immediately upon notice to you if: a. do not pay your bill in full by the date on your bill; b. do anything that prevents us from supplying you with Energy or services; c. increase your consumption above 2,500 gigajoules per year; or d. do not give us satisfactory financial or credit information, do not give us a deposit when we request one, or do not meet our credit requirements. We may terminate this Contract, or the applicable portion of this Contract, at our direction and without penalty for any other reason on thirty (30) days notice.

  • Termination by Client Without prejudice to any rights or remedies of the Client, the Client may, by at least seven (7) days’ notice in writing to Deswik, terminate this Agreement if: (a) Deswik breaches its obligations under this Agreement and: (i) the breach is not capable of remedy; (ii) if capable of remedy, the breach is not remedied within 30 days of receipt of written notice by Deswik requiring the breach to be remedied; or (b) an Insolvency Event occurs in respect to Deswik.

  • Termination by Us We may terminate this Contract with 30 days’ written notice as follows: 1. For Non-payment of Premiums. Premiums are to be paid by the Subscriber to Us on each Premium due date. While each Premium is due by the due date, there is a grace period for each Premium payment. If the Premium payment is not received by the end of the grace period, coverage will terminate as follows: • If the Subscriber fails to pay the required Premium within a 30-day grace period, this Contract will terminate retroactively back to the last day Premiums were paid. The Subscriber will be responsible for paying any claims submitted during the grace period if this Contract terminates. 2. Fraud or Intentional Misrepresentation of Material Fact. If the Subscriber has performed an act that constitutes fraud or made an intentional misrepresentation of material fact in writing on his or her enrollment application, or in order to obtain coverage for a service, this Contract will terminate immediately upon a written notice to the Subscriber from Us. If termination is a result of the Subscriber’s action, coverage will terminate for the Subscriber and any Dependents. If termination is a result of the Dependent’s action, coverage will terminate for the Dependent. 3. If the Subscriber no longer lives, or resides in Our Service Area.

  • Termination by ICANN (a) ICANN may, upon notice to Registry Operator, terminate this Agreement if: (i) Registry Operator fails to cure (A) any fundamental and material breach of Registry Operator’s representations and warranties set forth in Article 1 or covenants set forth in Article 2, or (B) any breach of Registry Operator’s payment obligations set forth in Article 6 of this Agreement, each within thirty (30) calendar days after ICANN gives Registry Operator notice of such breach, which notice will include with specificity the details of the alleged breach, (ii) an arbitrator or court of competent jurisdiction has finally determined that Registry Operator is in fundamental and material breach of such covenant(s) or in breach of its payment obligations, and (iii) Registry Operator fails to comply with such determination and cure such breach within ten (10) calendar days or such other time period as may be determined by the arbitrator or court of competent jurisdiction. (b) ICANN may, upon notice to Registry Operator, terminate this Agreement if Registry Operator fails to complete all testing and procedures (identified by ICANN in writing to Registry Operator prior to the date hereof) for delegation of the TLD into the root zone within twelve (12) months of the Effective Date. Registry Operator may request an extension for up to additional twelve (12) months for delegation if it can demonstrate, to ICANN’s reasonable satisfaction, that Registry Operator is working diligently and in good faith toward successfully completing the steps necessary for delegation of the TLD. Any fees paid by Registry Operator to ICANN prior to such termination date shall be retained by ICANN in full. (c) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator fails to cure a material breach of Registry Operator’s obligations set forth in Section 2.12 of this Agreement within thirty (30) calendar days of delivery of notice of such breach by ICANN, or if the Continued Operations Instrument is not in effect for greater than sixty (60) consecutive calendar days at any time following the Effective Date, (ii) an arbitrator or court of competent jurisdiction has finally determined that Registry Operator is in material breach of such covenant, and (iii) Registry Operator fails to cure such breach within ten (10) calendar days or such other time period as may be determined by the arbitrator or court of competent jurisdiction. (d) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator makes an assignment for the benefit of creditors or similar act, (ii) attachment, garnishment or similar proceedings are commenced against Registry Operator, which proceedings are a material threat to Registry Operator’s ability to operate the registry for the TLD, and are not dismissed within sixty (60) calendar days of their commencement, (iii) a trustee, receiver, liquidator or equivalent is appointed in place of Registry Operator or maintains control over any of Registry Operator’s property, (iv) execution is levied upon any material property of Registry Operator, (v) proceedings are instituted by or against Registry Operator under any bankruptcy, insolvency, reorganization or other laws relating to the relief of debtors and such proceedings are not dismissed within sixty (60) calendar days of their commencement, or (vi) Registry Operator files for protection under the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq., or a foreign equivalent or liquidates, dissolves or otherwise discontinues its operations or the operation of the TLD. (e) ICANN may, upon thirty (30) calendar days’ notice to Registry Operator, terminate this Agreement pursuant to Section 2 of Specification 7 or Sections 2 and 3 of Specification 11, subject to Registry Operator’s right to challenge such termination as set forth in the applicable procedure described therein. (f) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator knowingly employs any officer who is convicted of a misdemeanor related to financial activities or of any felony, or is judged by a court of competent jurisdiction to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that ICANN reasonably deems as the substantive equivalent of any of the foregoing and such officer is not terminated within thirty (30) calendar days of Registry Operator’s knowledge of the foregoing, or (ii) any member of Registry Operator’s board of directors or similar governing body is convicted of a misdemeanor related to financial activities or of any felony, or is judged by a court of competent jurisdiction to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that ICANN reasonably deems as the substantive equivalent of any of the foregoing and such member is not removed from Registry Operator’s board of directors or similar governing body within thirty (30) calendar days of Registry Operator’s knowledge of the foregoing. (g) ICANN may, upon thirty (30) calendar days’ notice to Registry Operator, terminate this Agreement as specified in Section 7.5. (h) [Applicable to intergovernmental organizations or governmental entities only.] ICANN may terminate this Agreement pursuant to Section 7.16.

  • Termination by Owner The Owner may terminate this Agreement in whole or in part, for the failure of the Consultant to: 1) Perform the services within the time specified in this contract or by Owner approved extension; 2) Make adequate progress so as to endanger satisfactory performance of the Project; 3) Fulfill the obligations of the Agreement that are essential to the completion of the Project. Upon receipt of the notice of termination, the Consultant must immediately discontinue all services affected unless the notice directs otherwise. Upon termination of the Agreement, the Consultant must deliver to the Owner all data, surveys, models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and materials prepared by the Engineer under this contract, whether complete or partially complete. Owner agrees to make just and equitable compensation to the Consultant for satisfactory work completed up through the date the Consultant receives the termination notice. Compensation will not include anticipated profit on non-performed services. Owner further agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. If, after finalization of the termination action, the Owner determines the Consultant was not in default of the Agreement, the rights and obligations of the parties shall be the same as if the Owner issued the termination for the convenience of the Owner.

  • TERMINATION BY MPS MPS further reserves the right to terminate this Contract at any time for any reason by giving Contractor written notice by Registered or Certified Mail of such termination. MPS will attempt to give Contractor 20 days’ notice, but reserves the right to give immediate notice. In the event of said termination, Contractor shall reduce its activities hereunder, as mutually agreed to, upon receipt of said notice. Upon said termination, Contractor shall be paid for all services rendered through the date of termination, including any retainage. This section also applies should the Milwaukee Board of School Directors fail to appropriate additional monies required for the completion of the Contract.

  • Termination by Buyer This Agreement may be terminated by Buyer and the purchase and sale of the Station abandoned, if Buyer is not then in material default, upon written notice to Seller, upon the occurrence of any of the following:

  • Termination by CAISO Subject to Section 5.2, the CAISO may terminate this Agreement by giving written notice of termination in the event that the Participating Load commits any material default under this Agreement and/or the CAISO Tariff which, if capable of being remedied, is not remedied within thirty (30) days after the CAISO has given, to the Participating Load, written notice of the default, unless excused by reason of Uncontrollable Forces in accordance with Article X of this Agreement. With respect to any notice of termination given pursuant to this Section, the CAISO must file a timely notice of termination with FERC, if this Agreement was filed with FERC, or must otherwise comply with the requirements of FERC Order No. 2001 and related FERC orders. The filing of the notice of termination by the CAISO with FERC will be considered timely if: (1) the filing of the notice of termination is made after the preconditions for termination have been met, and the CAISO files the notice of termination within sixty (60) days after issuance of the notice of default; or (2) the CAISO files the notice of termination in accordance with the requirements of FERC Order No. 2001. This Agreement shall terminate upon acceptance by FERC of such a notice of termination, if filed with FERC, or thirty (30) days after the date of the CAISO’s notice of default, if terminated in accordance with the requirements of FERC Order No. 2001 and related FERC orders.

  • Termination by Seller Subject to any limitations imposed by Law, Seller may terminate this Agreement for any of the following grounds. (1) Buyer’s failure to comply with any provision of this Agreement, which provision is both reasonable and of material significance to the relationship under this Agreement; (2) Buyer’s failure to exert good faith efforts to carry out the provisions of this Agreement; (3) The occurrence of an event which is relevant to the relationship under this Agreement and as a result of which termination of this Agreement is reasonable, including, without limitation, the following events: (i) Buyer’s fraud or criminal misconduct relevant to the operation of Buyer’s business, Buyer’s Marketing Premises, or Buyer’s Outlets; (ii) Buyer’s declaration of bankruptcy or judicial determination of insolvency of Buyer; (iii) Buyer’s continuing severe physical or mental disability if Buyer is an individual, or if Buyer is a partnership or corporation, the disability of any individual who is currently in “control” of the ownership interest (“control” being the authority to direct the operations of Buyer and to have or exercise management responsibility) of at least 3 months that renders Buyer unable to provide for the continued proper operation of Buyer’s Marketing Premises or Buyer’s Outlets; (iv) Loss of Seller’s right to grant the right to use the Identifications, which are the subject of the franchise; (v) Buyer’s failure to pay to Seller in a timely manner when due all sums to which Seller is legally entitled; (vi) Buyer’s failure to operate Buyer’s Marketing Premises for 7 consecutive days, or such lesser period which under the facts and circumstances constitutes an unreasonable period of time; (vii) Buyer’s willful adulteration, mislabeling, or misbranding of motor fuels or other trademark violations; (viii) Buyer’s knowing failure to comply with the Laws relevant to the operation of Buyer’s business, Buyer’s Marketing Premises, or Buyer’s Outlets; (ix) Buyer’s conviction of any felony involving moral turpitude; (x) Subject to Article 22(b), Buyer’s death if Buyer is an individual, or if Buyer is a partnership or corporation, the death of any individual who is currently in “control” of the ownership interest of Buyer (“control” being the authority to direct the operations of Buyer and to have or exercise management responsibility); and (xi) Buyer’s failure to comply with Buyer’s obligations relating to Insurance set forth in Article 21. (4) A determination is made by Seller in good faith and in the normal course of business to withdraw from marketing of motor fuel through retail outlets in the relevant geographic market area in which Buyer’s Outlets are located; (5) Termination by Seller for cause of any other agreement between Buyer and Seller pertaining to this facility. (6) Any other ground for which termination is provided for in this Agreement or is otherwise allowed by the PMPA or other applicable Law.

  • Termination by You You may cancel your acceptance of this Contract by delivering notice to XOOM by way of mail, fax, e-mail or by personal delivery, in the following circumstances: a. without cost or penalty for any reason within ten (10) days after a copy of this Contract, signed by you as a written agreement or acknowledged online over the internet, is received by us; b. without cost or penalty within ten (10) days after you receive a copy of this Contract, if you entered into this Contract during a Recorded Call; c. without penalty within sixty (60) days after the date you receive your first bill from us if this Contract was entered into during a Recorded Call, provided that you will still be required to pay for any Energy consumed while under this Contract with us; d. without cost or penalty if another marketing contract presently exists for the supply of Energy to your Site (except where the existing marketing contract is to expire on or before the start of this Contract); or e. without penalty within one (1) year from the date this Contract is entered into if we (i) do not set out in this Contract a specified or ascertainable date on which the supply of Energy services is to begin; (ii) do not begin the supply of Energy within thirty (30) days of the specified or ascertainable start date on which the supply of Energy is to being (unless you expressly authorize the late start); or (iii) were not properly licensed by the Government of Alberta when we entered into this Contract, provided that you will still be required to pay for any Energy consumed while under this Contract with us. Notwithstanding the above, you may otherwise terminate this Contract without penalty for any other reason at any time on thirty (30) days notice. To provide notice of termination to XOOM Energy Canada, ULC, please use one of the following addresses: Address: 00000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000 Email: xxxxxxxxxxxx@xxxxxxxxxx.xx Fax: 000-000-0000 Please read the entirety of this Section 4 to understand the terms and conditions with respect to termination.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!