Termination for Under-Performance Sample Clauses

Termination for Under-Performance. (a) The Parties have agreed on the Minimum Sales Projections for each of the five years in the initial Term, which is attached hereto as Schedule 7. The Parties may in their discretion, but are under no obligation to, revise the Minimum Sales Projections during the Term to reflect market conditions. Any such revision must be in a writing signed by both Parties. (b) If actual sales for a twelve month period ending on an anniversary of the Effective Date are less than 80% of the Minimum Sales Projection for that year (the "Minimum Sales Requirement"), then the Company may terminate this Agreement upon sixty (60) days prior written notice to Distributor; provided that such notice is given within ninety (90) days after the end of the relevant twelve month period. PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE US SECURITIES AND EXCHANGE COMMISSION. (c) It is a condition to any renewal of this Agreement that the Parties agree in writing on new Minimum Sales Projections for each year of the renewal Term. The Parties will consider, among other things, the saturation of the Products in the Territory and the overall growth rate of the product class(es) which includes the Products throughout the Territory. The Parties' agreement to new Minimum Sales Projections shall be in writing signed by both Parties and must be agreed upon no later than thirty (30) days prior to the expiration of the then-current term unless the Parties mutually agree to extend such deadline.
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Related to Termination for Under-Performance

  • PERIOD OF PERFORMANCE The period of performance for this contract begins , and ends .

  • Termination for Default The Commonwealth may terminate this Agreement by notice where it reasonably believes the Grantee: (a) has breached this Agreement; or (b) has provided false or misleading statements in their application for the Grant; or (c) has become bankrupt or insolvent, entered into a scheme of arrangement with creditors, or come under any form of external administration.

  • Contract Performance C19.1 The Contractor shall ensure that: C19.1.1 the Goods conform in all respects with the Specification and, where applicable, with any sample or performance demonstration approved by the Authority; C19.1.2 the Goods operate in accordance with the relevant technical specifications and correspond with the requirements of the Specification and any particulars specified in the Contract; C19.1.3 the Goods conform in all respects with all applicable Laws; and C19.1.4 the Goods are free from defects in design, materials and workmanship and are fit and sufficient for all the purposes for which such Goods are ordinarily used and for any particular purpose made known to the Contractor by the Authority.

  • Continuing Contract Performance Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 13, the Design-Builder shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Design-Build Documents.

  • Commencement of Performance This Agreement is of no force and effect until signed by both parties and all JBE-required approvals are secured. Any commencement of performance prior to Agreement approval shall be at Contractor's own risk.

  • Termination for Default; Remedies 8.2.1 Each of the following shall constitute an immediate event of default (“Event of Default”) under this Agreement: (a) Contractor fails or refuses to perform or observe any term, covenant or condition contained in any of the following Sections of this Agreement:

  • Work Performance Xxxxxx agrees that all Services performed hereunder shall be performed on a best effort basis by employees, students, faculty, graduate assistants and staff having an appropriate experience and skill level and in compliance with the statement of work.

  • Excuse for Nonperformance or Delayed Performance Except with respect to defaults of subcontractors, Contractor/Vendor shall not be in default by reason of any failure in performance of this contract in accordance with its terms (including any failure by Contractor/Vendor to make progress in the prosecution of the work hereunder which endangers such performance) if Contractor/Vendor has notified the Commission or designee within 15 days after the cause of the delay and the failure arises out of causes such as: acts of God; acts of the public enemy; acts of the State and any other governmental entity in its sovereign or contractual capacity; fires; floods; epidemics; quarantine restrictions; strikes or other labor disputes; freight embargoes; or unusually severe weather. If the failure to perform is caused by the failure of a subcontractor to perform or to make progress, and if such failure arises out of causes similar to those set forth above, Contractor/Vendor shall not be deemed to be in default, unless the services to be furnished by the subcontractor were reasonably obtainable from other sources in sufficient time to permit Contractor to meet the contract requirements. Upon request of Contractor, the Commission or designee shall ascertain the facts and extent of such failure, and, if such officer determines that any failure to perform was occasioned by any one or more of the excusable causes, and that, but for the excusable cause, Contractor’s progress and performance would have met the terms of the contract, the delivery schedule shall be revised accordingly, subject to the rights of the State under the clause entitled (in fixed-price contracts, “Termination for Convenience,” in cost-reimbursement contracts, “Termination”). (As used in this Paragraph of this clause, the term “subcontractor” means subcontractor at any tier).

  • Continuing Performance In the event of a dispute, the Owner and the Developer agree to continue their respective performance hereunder to the extent feasible in light of the dispute, including paying xxxxxxxx, and such continuation of efforts and payment of xxxxxxxx shall not be construed as a waiver of any legal right.

  • Excuse from performance of obligations If the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Event, it shall be excused from performance of such of its obligations to the extent it is unable to perform on account of such Force Majeure Event; provided that: (a) the suspension of performance shall be of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event; (b) the Affected Party shall make all reasonable efforts to mitigate or limit damage to the other Party arising out of or as a result of the existence or occurrence of such Force Majeure Event and to cure the same with due diligence; and (c) when the Affected Party is able to resume performance of its obligations under this Agreement, it shall give to the other Party notice to that effect and shall promptly resume performance of its obligations hereunder.

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