Termination Default Remedies. 6.1 This Agreement may be terminated by the non-defaulting party upon the occurrence of any of the following events of default:
a. either party fails to pay the other when due any amount due under this Agreement, and such failure continues for a period of fifteen (15) business days after notice has been sent to the non-paying party;
b. any party (i) files for bankruptcy, receivership, insolvency, reorganization, dissolution, liquidation or any similar proceedings, as applicable, or (ii) has a proceeding instituted against it and such proceeding is not dismissed within sixty (60) days; and
c. a party fails to observe any material obligation specified in this Agreement and such failure is not cured within thirty (30) days of a notice specifying the breach, unless such failure cannot be cured within thirty (30) days but the defaulting party has commenced action to effect such cure within the thirty (30) day period and thereafter is diligently pursuing the same.
Termination Default Remedies. (a) If Purchaser terminates this Agreement by written notice to Seller at any time following the expiration of the Inspection Period and prior to the Closing for any reason other than as a result of a default by Seller, then Seller shall be entitled to the Deposit then held by Escrow Agent as its exclusive right and remedy, and, except as otherwise set forth herein, neither party shall have any further liability to the other. Purchaser and Seller acknowledge that it would be extremely impracticable and difficult to ascertain the actual damages that would be suffered by Seller if Purchaser fails to consummate the purchase and sale of the Project. Purchaser and Seller have considered carefully the loss to Seller as a consequence of the negotiation and execution of this Agreement, the personal expenses of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunder, together with the other damages, general and special, that Purchaser and Seller realize and recognize Seller will sustain, but that Seller cannot at this time calculate with absolute certainty. Therefore, the parties acknowledge that the amount of the Deposit has been agreed upon as the parties’ best, and they believe reasonable, estimate of Seller’s damages and as Seller’s sole and exclusive remedy against Purchaser, at law or in equity, in the event of a default under this Agreement on the part of Purchaser. The parties further acknowledge that the foregoing liquidated damages are intended not as a penalty, but as full liquidated damages, in the event of Purchaser’s default.
(b) In the event of a default by Seller (after ten (10) days written notice to Seller identifying the default and Seller having failed to cure the same within said ten (10) day period) under this Agreement, Purchaser shall be entitled to exercise either of the following exclusive remedies:
(i) terminate this Agreement and receive a full refund of the Deposit; or
(ii) bring an action in equity for specific performance of this Agreement.
(c) In the event this Agreement is terminated by a party pursuant to a right contained herein to so terminate, neither party shall have any further liability or obligation to the other pursuant to this Agreement except for any liability or obligation which by the terms of this Agreement survives such termination.
Termination Default Remedies. 6.1 This Agreement may be terminated by the non-defaulting party upon the occurrence of any of the following events of default:
a. either party fails to pay the other when due any amount due under this Agreement, and such failure continues for a period of fifteen (15) business days after notice has been sent to the non-paying party;
b. any party (i) files for bankruptcy, receivership, insolvency, reorganization, dissolution, liquidation or any similar proceedings, as applicable, or (ii) has a proceeding instituted against it and such proceeding is not dismissed within sixty (60) days; and
c. a party fails to observe any material obligation specified in this Agreement and such failure is not cured within thirty (30) days of a notice specifying the breach.
6.2 This Agreement may be terminated by either party upon thirty (30) days written notice by the terminating party to the other party.
6.3 Upon termination of this Agreement, all data contained within FBC's ISN shall remain the property of FBC and the C-ME Software shall remain the property of C-ME.
Termination Default Remedies. In the event of termination due to the default of one of the parties, the aggrieved party shall also have the right, in addition to the right of termination, to assert and maintain any and all claims and/or actions for damages or other appropriate remedies. The aggrieved party shall also have the election not to terminate this Agreement and to maintain an action for damages or other appropriate remedies for default. Either party may, at any time, maintain an action either to construe or enforce this Agreement.
Termination Default Remedies. 9.01 Termination..........................................................10 9.02
Termination Default Remedies. This License shall automatically terminate upon Expiration Date or the earlier termination of the Lease. In the event of default of any obligation under this License by either party, the injured party shall notify the defaulting party by written notice clearly and specifically identifying the default. Within three (3) days after receipt of such notice by the defaulting party, the defaulting party shall cure the default or, if such default cannot reasonably be cured within such three (3)-day period, commence the cure within such period and diligently and continuously prosecute the correction of the default until such has been corrected. If the defaulting party fails to cure the default or to commence within such three (3) day period the cure and diligently and continuously commence prosecute the correction of any default, then the injured party shall have the right to terminate this License by providing the defaulting party at least three (3) days’ prior written notice. Notices shall be delivered in the same manner and to the same addresses set forth in the Lease. Licensor, at its sole option, may require Licensee at any time prior to the expiration or termination of this License, to immediately terminate or suspend the operation of the Equipment if in Licensor’s reasonable opinion the Equipment is (i) causing physical damage to the Building; (ii) causing a safety hazard; or (iii) causing interference in violation of the Lease or this License. If Licensee promptly corrects the item(s) in (i) - (iii) caused by the Equipment to Licensor’s sole satisfaction, Licensee may restore operation of the Equipment. If Licensee is unable or unwilling to correct the items in (i) - (iii) caused by the Equipment to Licensor’s sole satisfaction, Licensor, at its sole discretion, may immediately terminate this License for cause. Such suspension shall not affect the parties’ rights or responsibilities pursuant to this License. The indemnities and hold harmless agreements under this License and the obligations of Licensor and Licensee regarding removal of the Rooftop Installations shall survive the termination of this License. If a default by Licensee occurs under this License and remains uncured after the expiration of any applicable cure period, then Licensor may, at its option, elect one or more of the following remedies, in addition to or in conjunction with any other remedies available under this License, at law or in equity: (a) terminate this License for such default; (...
Termination Default Remedies. (a) In the event that the Closing does not occur on the Closing Date as a result of the failure of the mutual conditions set forth in paragraph 12, and such failure of mutual conditions are not waived in writing by both Big Cedar and Bluegreen, then, in that event, the Earnxxx Xxxey shall be immediately distributed to Bluegreen, and neither Big Cedar nor Bluegreen shall have any further obligations whatsoever with respect to this Agreement or any related agreements or the transaction contemplated hereby and this Agreement shall be deemed terminated.
(b) In the event that Closing does not occur on the Closing Date as a result of failure of any condition to Closing set forth in paragraphs 13 and 14, and the failure of any such conditions to Closing are not waived in writing by the party that would benefit from such conditions to Closing, then, in that event, the Earnxxx Xxxey shall be immediately distributed to Bluegreen, and neither Big Cedar nor Bluegreen shall have any further obligation whatsoever with respect to this Agreement or any related agreements or the transactions contemplated hereby. Notwithstanding the foregoing, if Closing does not occur because of a breach of a representation and warranty that is also a condition then, the provisions of paragraphs 15(c) and 15(d) shall apply.
(c) In the event that Closing does not occur on the Closing Date as a result of a breach of the representations and warranties contained in paragraph 11(c) hereof by Bluegreen, then the Earnxxx Xxxey shall be payable to Big Cedar as fixed and full liquidated damages. Bluegreen shall not have any further liability hereunder for Closing not occurring as a result of breach of its representations and warranties. Big Cedar shall have no further rights or remedies hereunder either at law or in equity, if Closing does not occur as a result of Bluegreen's breach of its representations or warranties. Big Cedar hereby specifically and expressly waives any right of specific performance against the LLC or Bluegreen. Big Cedar, LLC and Bluegreen acknowledge and agree that Big Cedar's actual damage for breach hereof by the LLC or by Bluegreen, as above stated, would be impossible to accurately estimate or calculate, but that the sum herein stipulated is a reasonable amount and, as a result thereof, any retention of liquidated damages hereunder shall not constitute nor be deemed to constitute a penalty.
(d) In the event the Closing does not occur on the Closing Date as a result of a b...
Termination Default Remedies. A. If either party breaches its obligations under this Agreement, the other party will notify the breaching party in writing of the specific breach(es). The breaching party will have thirty
Termination Default Remedies. 5 12. Miscellaneous...................................................................................5 12.1
Termination Default Remedies. In the event Landlord terminates the occupancy rights of Sublessor under the Lease, the right of Sublessee to occupy the Subleased Premises shall also cease and terminate, and this Sublease shall be null and void. In addition, in the event Sublessee shall fail to pay any installment of Base Rent or other sums of money payable to Sublessor within five (5) days after the same is due and payable under this Sublease, or in the event Sublessee shall breach or fail to comply with any other covenants or provisions of this Sublease or the Lease on its part to be performed, and such failure continues for a period of twenty (20) days after Sublessor's written notice thereof to Sublessee, Sublessor shall have the right to terminate this Sublease and to bring an action against Sublessee for damages occasioned by such breach or default, including, but not limited to, reasonable attorney's fees
