Termination Default and Remedies. 12.1 If this Agreement is terminated because of a failure of one or more of the covenants, conditions or agreements contained in this Agreement, or because of any specific right of Purchaser to terminate this Agreement, including without limitation those termination rights contained in Article IV, Article V, Article VII, Article VIII, Article IX or Article XIII hereof (hereinafter referred to as a "PERMITTED Termination"), the Xxxxxxx Money, and all accrued interest thereon, shall be immediately returned to Purchaser, whereupon neither party shall have any further rights or obligations hereunder.
12.2 In the event that any of the Seller's representations or warranties contained herein are untrue or if Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, Purchaser may, at its option and as its sole remedy either (a) terminate this Agreement by giving written notice of termination to Seller and Escrow Agent and receive a full and immediate refund of any and all Xxxxxxx Money and accrued interest thereon; or (b) seek to enforce specific performance of this Agreement. Nothing herein shall be deemed to limit Purchaser's remedies in the event of a breach of any representation or warranty by Seller following the Closing.
12.3 If Purchaser fails to close the transaction contemplated hereby for any reason other than a Permitted Termination, Seller shall be entitled to receive the Xxxxxxx Money as liquidated damages as Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages or specific performance as a result of Purchaser's default under this Agreement. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER WOULD SUFFER IF THE PURCHASE AND SALE CONTEMPLATED BY THIS AGREEMENT IS NOT CONSUMMATED BY REASON OF PURCHASER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. SELLER AND PURCHASER FURTHER AGREE THAT THE XXXXXXX MONEY CONSTITUTES A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT WHICH SELLER WOULD SUFFER IN THE EVENT OF SUCH A DEFAULT BY PURCHASER.
Termination Default and Remedies. The City may cancel this Contract for any reason without cause upon thirty (30) days' written notice. Both the City and the Consultant may terminate this Contract upon sixty (60) days' written notice if either party fails to fulfill its obligations under the Contract in a proper and timely manner, or otherwise violates the terms of this Contract. The non-defaulting party shall have the right to terminate this Contract, if the default has not been cured after ten (10) days' written notice or such other reasonable time period to cure the default has been provided. If termination shall be without cause, the City shall pay Consultant all compensation earned to the date of termination. If the termination shall be for breach of this Contract by Consultant, the City shall pay Consultant all compensation earned prior to the date of termination minus any damages and costs incurred by the City as a result of the breach. If the Contract is canceled or terminated, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by the Consultant under this Contract shall, at the option of the City, become the property of the City, and the Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination. Notwithstanding the above, the Consultant shall not be relieved of liability to the City for damages sustained by the City as a result of any breach of this Contract by the Consultant. The City may, in such event, withhold payments due to the Consultant for the purpose of set-off until such time as the exact amount of damages due to the City is determined. The rights or remedies provided for herein shall not limit the City, in case of any default by the Consultant, from asserting any other right or remedy allowed by law, equity, or by statute. The Consultant has not waived any rights or defenses in seeking any amounts withheld by the City or any damages due the Consultant.
Termination Default and Remedies. The MPRB may cancel this Contract for any reason without cause upon thirty (30) days’ written notice. Both the MPRB and the Consultant may terminate this Contract upon sixty
Termination Default and Remedies. Either party may terminate this Agreement, without cause, by giving sixty (60) days' written notice to the other party. Termination of this Agreement for any reason shall not relieve a party from its obligations incurred prior to the termination date. In the event of any default of this Agreement, the non-defaulting party, upon written notice to the defaulting party, may terminate this Agreement as of the date specified in the notice, and/or may obtain such other and further relief as may be provided by law, including injunction or restraining order as required to prevent unauthorized disclosures of CI; and, in any such action, it shall be presumed that a breach, or threatened breach, of this Agreement will result in irreparable harm to the non-defaulting party.
Termination Default and Remedies. ClearCom may, at any time upon twenty-four (24) hours prior notice, terminate this Agreement and the Services at ClearCom’s option and without liability if: (a) ClearCom’s Central Station, equipment or facilities, or the telephone network, are destroyed, damaged or malfunction so that it is impractical for ClearCom to continue the Services; (b) ClearCom cannot acquire or retain the transmission connections or authorization to transmit signals between the Premises and the Central Station or between the Central Station and any emergency response providers; (c) ClearCom determines that it is impractical to continue the Services due to the modification or alteration of the Premises after installation of the Equipment; or (d) the Equipment generates excessive false alarms due to circumstances beyond ClearCom’s reasonable control. Additionally, upon thirty (30) days’ prior notice to Client, ClearCom may terminate this Agreement for any other reason at ClearCom’s discretion. If ClearCom terminates this Agreement for any of the foregoing reasons in this Paragraph, then we will refund any advance Charges for Services to be provided after the termination date, less any Equipment Charges still due, but we shall not be liable as a result of any such termination. Furthermore, Client shall be in breach, and ClearCom may, at ClearCom’s option, terminate this Agreement and exercise our remedies for the enforcement of this Agreement if (each a “Termination for Cause”): (1) Client fails to pay as and when due any Charges or other amounts due under this Agreement or any other Agreement between Client and ClearCom; (2) any representation Client has made under or in connection with this Agreement or any other Agreement between Client and ClearCom is materially untrue; (3) Client breaches any warranty contained in this Agreement or in any other Agreement between Client and ClearCom; (4) Client otherwise fails to comply with any non-monetary obligation or covenant contained in this Agreement or in any other Agreement between Client and ClearCom, and such failure continues for thirty (30) days after ClearCom provides written notice to Client; (5) Client denies ClearCom reasonable access to the Equipment located at the Premises; or (6) Client becomes a debtor in a bankruptcy or other insolvency proceeding. The Charges under this Agreement are based on Client’s Agreement to receive and pay for the Services for the entire Term. ACCORDINGLY, IN THE EVENT OF A TERMINATION FOR CAUSE (O...
Termination Default and Remedies. The City may cancel this Contract for any reason without cause upon thirty (30) days’ written notice. Both the City and the Consultant may terminate this Contract upon sixty
Termination Default and Remedies. 7.1 Permittee may terminate any and all Permits at any time for cause or for no cause at all, and the City may terminate any and all Permits for cause only, by delivering thirty (30) days’ written notice of said termination to the other Party. Such termination by Permittee shall not relieve it of any obligation to the City regarding any existing breach of any Permit or this Agreement.
7.2 Within ninety (90) days after termination pursuant to Sections 7.1 or 7.4, Permittee shall remove its Facilities from the Public Right-of-Way and repair and restore such Right-of-Way to ameliorate all effects caused by such removal, except that Permittee shall not be responsible for damage resulting from normal wear and tear, acts of God, and natural disasters. Notwithstanding such termination, Permittee’s obligations under the following sections of this Agreement shall survive the termination of this Agreement: Sections 3, 5.3, 6.7, and 7.8.
7.3 In the event that Permittee fails to use the Public Right-of-Way under this Agreement and any Permit for a consecutive period of six (6) months from the Effective Date, regardless of whether such Facilities have been installed, the City may notify Permittee in writing of its intent to terminate the Agreement and any Permit due to abandonment. If Permittee does not respond to said notice within thirty (30) days of delivery, the City shall have the right, at its sole discretion, to declare this Agreement and any Permit terminated by abandonment.
7.4 In the event Permittee defaults, or fails to keep, fulfill or perform any of the terms or conditions of this Agreement or any Permit and fails to remedy such default within forty five
Termination Default and Remedies. Owner and Residents agree that all provisions, obligations, and conditions of this Agreement are reasonable and material and that a breach by Residents of any such provision, obligation, or condition constitutes a material breach thereof. Owner is entitled to all rights, remedies, and damages under this Agreement and by law, including, but not limited to, all rights and remedies for damages to the Leased Premises, cleaning charges, past and future rent due, or other amounts due under this Agreement. All rights and remedies provided in this Agreement and by law are cumulative. This Agreement shall be deemed terminated upon written notice of termination by Owner to Residents. No other action by Owner shall constitute termination, including, but not limited to: a) maintenance of
Termination Default and Remedies. (a) Purchaser will be in default under this Contract if (i) it fails or refuses to purchase the Property at the Closing, or (ii) it fails to perform any of its other obligations either before or at the Closing. Purchaser will not be in default, however, if it terminates this Contract when it has an express right to terminate or when Seller fails to perform its obligations under this Contract. If Purchaser is in default, then Seller, as its exclusive remedy, is entitled to terminate this Contract by giving written notice to Purchaser before or at the Closing. Following the termination notice, neither party will have any further rights or obligations under this Contract except as set forth in Section 4(c) and (d) above. Title Company will then deliver the Earnest Money to Seller as liquidated damages, free of anx xxxxxs by any person, including Purchaser. The Earnest Money to which Seller may be entitled is the partxxx' xxasonable forecast of just compensation for the harm that Purchaser's breach would cause, which is otherwise impossible or very difficult to estimate accurately.
(b) Seller will be in default under this Contract if (i) it fails or refuses to sell the Property at the Closing, or (ii) it fails to perform any of its other obligations either before or at the Closing. Seller will not be in default, however, if it terminates this Contract when it has an express right to terminate or when Purchaser fails to perform its obligations under this Contract. If Seller is in default, then Purchaser, as its exclusive remedies, is entitled either (i) to enforce specific performance of Seller's obligations under this Contract with respect to the Property, or (ii) to terminate this Contract by giving written notice to Seller before or at the Closing, whereupon neither party will have any further rights or obligations under this Contract except as set forth in Section 4(c) and (d) above. Title Company will then deliver the Earnest Money to Purchaser, free of any claims of any perxxx, xxcluding Seller.
(c) If this Contract terminates or is terminated in accordance with its terms, Purchaser shall execute, acknowledge, and deliver to Seller upon demand a recordable instrument evidencing such termination and waiving and releasing Purchaser's rights in and to the Property. If either Seller or Purchaser becomes entitled to the Earnest Money upon termination of this Contract, Purchasex xxx Xeller shall deliver an instruction letter to the Title Company directing disbu...
Termination Default and Remedies. 10.1 AFTER THE INITIAL TERM AND FOR THE NEXT FOUR ANNUAL RENEWALS THIS AGREEMENT MAY BE TERMINATED BY THE PARTNER, WITHOUT CAUSE, UPON WRITTEN NOTICE TO SILVERSTREAM GIVING 90 DAYS NOTICE, AT ANY TIME DURING THE TERM OF THIS AGREEMENT.
10.2 AFTER THE INITIAL TERM, AND THE FOUR ANNUAL RENEWALS THIS AGREEMENT MAY BE TERMINATED BY EITHER PARTY, WITHOUT CAUSE, UPON WRITTEN NOTICE TO THE OTHER PARTY GIVING 90 DAYS.
10.3 UPON THE OCCURRENCE OF ANY OF THE FOLLOWING ACTS OR EVENTS ("EVENTS OF DEFAULT"), THE PARTNER SHALL BE IN DEFAULT AND BREACH OF THIS AGREEMENT.
