Termination for Cause by Supplier Sample Clauses

Termination for Cause by Supplier. In the event of a material breach by Gap of its obligations under this Agreement, Supplier shall promptly provide Gap with written notice specifying in detail the acts, omissions or events alleged to constitute such material breach and Gap shall have thirty (30) days within which to cure such breach or propose a reasonable plan to cure such breach. In the event of Gap’s failure within such thirty (30) day period as the case may be to cure such breach or to propose a reasonable plan for the cure thereof, Supplier may terminate this Agreement upon written notice to Gap.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Termination for Cause by Supplier. Supplier may terminate this Agreement with immediate effect in whole upon written notice to Distributor if Distributor has failed to meet the Minimum Distributor Requirements in any two consecutive quarters, provided that (a) such failure of Distributor was not in any way caused by or the consequence of any act or omission of Supplier and (b) Supplier notified Distributor in writing of its intention for such termination and of the grounds for that intention, (c) Supplier has promptly submitted the notification for such termination to the Distribution Steering Committee with the request to promptly resolve the matter in accordance with article 4 aiming to agree a remedial plan between the Parties, and (d) within 3 months after the date of the notification to Distributor of Supplier’s intention to terminate the Agreement or otherwise in accordance with the remedial plan agreed by the Parties, Distributor has not remedied its failure with the Minimum Distributor Requirements. In the event of a situation described in this Section 16.3, termination of this Agreement shall be Supplier’s sole remedy.
Sample 1Sample 2Sample 3
Termination for Cause by Supplier. (a) Supplier may, upon notice to JPMC, terminate any Schedule if JPMC materially breaches its obligations under that Schedule and does not cure that material breach within 90 days after receipt of Supplier’s notice.
Sample 1Sample 2
Termination for Cause by Supplier. 24.2.1 The Supplier may, subject to section 27.6, terminate the Purchase Agreement, in whole or in part, upon Written Notice to the Buyer: (i) in accordance with section 26.4, (ii) if the Buyer materially breaches (a) section 28.7, (b) section 13.3 and that breach causes a [***] impact on the Supplier, (c) section 12.1 with respect to Confidential Information of significant importance to the Supplier, or (iii) if the Buyer (a) becomes insolvent, (b) files a voluntary petition in bankruptcy, (c) has an involuntary petition in bankruptcy filed against it, (d) has a receiver, administrator, custodian or trustee appointed over the Buyer or its assets, or (e) executes an assignment for the benefit of its creditors. In each case, the Buyer is liable for all actual costs incurred by the Supplier, including those for attorneys, experts, consultants and other professionals. 24.2.2 Notwithstanding section 24.2.1, the Buyer shall have [***], after receipt of Written Notice from the Supplier in accordance with section 24.2.1, in which to cure the basis for such notice, and the Purchase Agreement shall not terminate if the Buyer cures such basis within said cure period.
Sample 1
Termination for Cause by Supplier. 21.3.1 The Supplier may terminate this Agreement if, and only if, Hawaiian Telcom fails to pay undisputed charges in an amount equal to the aggregate of two (2) months’ of Charges. If the Supplier desires to terminate this Agreement pursuant to this Section 21.3.1, the Supplier will first provide written notice of the amounts claimed to be past due and an express statement that the Supplier intends to terminate this Agreement citing this Section of the Agreement if the payment failure is not cured. If Hawaiian Telcom does not cure the payment failure within thirty (30) days after receipt of such notice and the Supplier wishes to proceed toward exercising its right to terminate this Agreement under this Section 21.3, the Supplier will send a second notice containing the same information as the first notice. The Supplier may terminate this Agreement if any undisputed amounts remain unpaid after ten (10) days following Hawaiian Telcom’s receipt of the second notice.
Sample 1
Termination for Cause by Supplier. 26.2.1. In the event that SARS fails to pay Supplier undisputed amounts or amounts which have been finally adjudged to be due under this Agreement and fails to make such payment within 90 (ninety) days of the later of: (i) notice from Supplier of the failure to make such payment; or (ii) the date that an amount is finally adjudged to be due under the Agreement, then Supplier may, by giving notice to SARS, terminate this Agreement as of a date set out in the notice of termination. 26.2.2. Supplier will have no right to terminate this Agreement other than in accordance with the provisions of Clause 26.2.1 above.
Sample 1
Termination for Cause by Supplier. Supplier may terminate a Schedule if: (a) Customer fails to pay undisputed charges under such Schedule that in total are equal to or greater than the Fees due for two (2) months under such Schedule based on the average monthly billing for the prior twelve (12) months or portion thereof (the “Minimum Amounts”). If Supplier desires to terminate such Schedule pursuant to this Section 11.7(a), Supplier shall first provide written notice of the amounts claimed to be past due and an express statement that Supplier intends to terminate such Schedule, citing this section of the Agreement if the payment failure is not cured within the time frame set forth below. If Customer does not cure the payment failure within thirty (30) days after receipt of such notice and Supplier wishes to proceed toward exercising its right to terminate such Schedule under this Section 11.7(a), Supplier shall send a second notice containing the same information as the first notice. Supplier may terminate such Schedule if amounts in excess of the Minimum Amounts remain unpaid after thirty (30) days following Customer’s receipt of the second notice. For the avoidance of doubt, the failure to pay amounts that are in dispute will not be grounds for termination under this Section 11.7(a); (b) Customer breaches, in a material respect, its obligations to maintain the confidentiality of Supplier Confidential Information, with the intent to breach such obligations, and fails to correct the underlying systemic cause of the breach within thirty (30) days after written notice from Supplier of its intent to terminate for cause; (c) Customer breaches, in a material respect, restrictions associated with its license to Supplier Embedded Materials, Supplier Software or other Supplier Materials, or Supplier information, with the intent to breach such obligations, and fails to correct such breach within thirty (30) days after written notice from Supplier of its intent to terminate for cause, provided that, for the avoidance of doubt, any wrongful disclosure of any such items or materials shall be subject to subsection (b) above; or (d) Customer rejects the Schedule pursuant to section 365 of Title 11 of the United States Code (the “Bankruptcy Code”) while a debtor under the Bankruptcy Code.
Sample 1
AutoNDA by SimpleDocs
Termination for Cause by Supplier. ‌ In the event that County fails to pay Supplier undisputed Charges properly due and owing to Supplier under this Agreement exceeding in the aggregate six (6) months of the total monthly Charges by the specified due date, provided such delinquent charges exceed Ten Million Dollars ($10,000,000), and fails to cure such default within forty-five (45) Calendar Days of notice from Supplier of its intention to terminate for failure to make such payment, Supplier may, by written notice to County, terminate the Term of the affected Functional Service Area. Supplier acknowledges and agrees that this Section 25.3 (Termination for Cause by Supplier) describes Supplier’s sole right to terminate any Functional Service Area or this Agreement and Supplier hereby waives any other rights it may have to terminate this Agreement or any Functional Service Area. For the avoidance of doubt, the above amount does not include any amounts properly withheld by the County under Section 20.6 (Withhold Remedy), any Charge Reductions, or the amounts of any disputed Charges.
Sample 1

Related to Termination for Cause by Supplier

  • TERMINATION FOR CAUSE BY CONTRACTOR 4.06.1 Contractor may terminate its performance under this Agreement only if the City defaults and fails to cure the default after receiving written notice of it. Default by the City occurs if the City fails to perform one or more of its material duties under this Agreement. If a default occurs and Contractor wishes to terminate the Agreement, then Contractor must deliver a written notice to the Director describing the default and the proposed termination date. The date must be at least 30 days after the Director receives the notice. Contractor, at its sole option, may extend the proposed termination date to a later date. If the City cures the default before the proposed termination date, then the proposed termination is ineffective. If the City does not cure the default before the proposed termination date, then Contractor may terminate its performance under this Agreement on the termination date

  • TERMINATION FOR CAUSE BY CITY 4.05.1 If Contractor defaults under this Agreement, the Director may terminate this Agreement after providing Contractor written notice and an opportunity to cure the default as provided below. The City’s right to terminate this Agreement for Contractor’s default is cumulative of all rights and remedies that exist now or in the future. Default by Contractor occurs if: 4.05.1.1 Contractor fails to perform any of its material duties under this Agreement; 4.05.1.2 Contractor becomes insolvent; 4.05.1.3 all or a substantial part of Contractor’s assets are assigned for the benefit of its creditors; or 4.05.1.4 a receiver or trustee is appointed for Contractor. 4.05.2 If a default occurs and the Director determines that the City wishes to terminate the Agreement, then the Director must deliver a written notice to Contractor describing the default and the proposed termination date, with a copy of the notice to the CPO. The date must be at least 30 days after Contractor receives notice. The Director, at his or her sole option, may extend the termination date to a later date. If Contractor cures the default before the proposed termination date, then the proposed termination is ineffective. If Contractor does not cure the default before the termination date, then the Director may terminate this Agreement on the termination date, at no further obligation of the City. 4.05.3 To effect final termination, the Director must notify Contractor in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement and promptly cancel all orders or subcontracts chargeable to this Agreement.

  • Termination for Cause by Company Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (b) Executive’s material breach of this Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; (c) Executive’s breach of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (d) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (e) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s death. In the event Executive’s employment is terminated in accordance with this Section 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of Executive’s termination of employment with the Company (the “Termination Date”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to this Agreement will be automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written request.

  • Termination for Cause If Vendor fails to materially perform pursuant to the terms of this Agreement, TIPS shall provide written notice to Vendor specifying the default. If Vendor does not cure such default within thirty (30) days, TIPS may terminate this Agreement, in whole or in part, for cause. If TIPS terminates this Agreement for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience.

  • Termination for Cause by the Company The Company may terminate your employment hereunder for “Cause” at any time after providing a written notice of termination for Cause to you. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one or more of the following events: (i) any willful and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereof.

  • Termination for Cause; Voluntary Termination (a) The Company may terminate the Executive’s employment hereunder at any time for Cause upon written notice to the Executive. The Executive may voluntarily terminate his employment hereunder at any time without Good Reason upon sixty (60) days prior written notice to the Company; provided, however, the Company reserves the right, upon written notice to the Executive, to accept the Executive’s notice of resignation and to accelerate such notice and make the Executive’s resignation effective immediately, or on such other date prior to Executive’s intended last day of work as the Company deems appropriate. It is understood and agreed that the Company’s election to accelerate Executive’s notice of resignation shall not be deemed a termination by the Company without Cause for purposes of Section 4.1 of this Agreement or otherwise or constitute Good Reason (as defined in Section 4.1) for purposes of Section 4.1 of this Agreement or otherwise. (b) If the Executive’s employment is terminated pursuant to Section 4.2(a), the Executive shall, in full discharge of all of the Company’s obligations to the Executive, be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide to the Executive, the following (collectively, the “Accrued Obligations”): (i) the Executive’s earned, but unpaid, Base Salary through the final date of the Executive’s employment by the Company (the “Termination Date”), payable in accordance with the Company’s standard payroll practices; (ii) the Executive’s accrued, but unused, vacation (in accordance with the Company’s policies); (iii) expenses reimbursable under Section 3.2 above incurred on or prior to the Termination Date but not yet reimbursed; and (iv) any amounts or benefits that are vested amounts or vested benefits or that the Executive is otherwise entitled to receive under any plan, program, policy or practice (with the exception of those, if any, relating to severance) on the Termination Date, in accordance with such plan, program, policy, or practice.

  • Termination for Cause; Resignation If Executive’s employment terminates due to a Termination for Cause (as defined below) or a Resignation (as defined below), Base Salary earned but unpaid as of the date of such termination will be paid to Executive in a lump sum and the Company will have no further obligations to Executive hereunder. In the event any termination of Executive’s employment for any reason, Executive if so requested by the Company agrees to assist in the orderly transfer of authority and responsibility to Executive’s successor.

  • Termination for Just Cause In the event that the EMPLOYERS terminate the employment of the EMPLOYEE during the TERM because of the EMPLOYEE'S personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure or refusal to perform the duties and responsibilities assigned in this AGREEMENT, willful violation of any law, rule, regulation or final cease-and-desist order (other than traffic violations or similar offenses), conviction of a felony or for fraud or embezzlement, or material breach of any provision of this AGREEMENT (hereinafter collectively referred to as "JUST CAUSE"), the EMPLOYEE shall not receive, and shall have no right to receive, any compensation or other benefits for any period after such termination.

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be eff ected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity an d up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of t he ESC Region 8 and TIPS. Does vendor agree? Yes

  • Notice of Termination for Cause Notice of Termination for Cause shall mean a notice to Executive that shall indicate the specific termination provision in Section 7(c) relied upon and shall set forth in reasonable detail the facts and circumstances which provide a basis for Termination for Cause.

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