TERMINATION/FORCE MAJEURE Sample Clauses

TERMINATION/FORCE MAJEURE. 11.1 If any of the following events of default occur, the non-breaching Party will have the right to terminate this Agreement or, if applicable, the affected Supplement, by written notice following the expiration of any periods of time included in the following, such termination to be effective on the date set forth in the written notice of termination: (a) If Carrier terminates any Supplement at any time before the expiration of the Lease Term (whether before or after the Turnover Date) or fails to make any payment hereunder within thirty (30) days or receipt of written notice of late payment from MFN, MFN will have the right to terminate such Supplement and/or deny access by Carrier to the affected Product immediately without further notice to Carrier. (b) If a Party breaches any material term or condition of this Agreement (including specifically, and without limitation, any failure by MFN to deliver Product that meets the Specifications) and such breach remains uncured thirty (30) days after delivery to the breaching Party of written notice of such breach, unless the breach is of a nature or involves circumstances requiring more than thirty (30) days to cure, the time period may be extended for such time as will be reasonably required, provided the defaulting party proceeds diligently to cure the breach. (c) A Party applies for or consents to the appointment of a receiver, trustee or similar officer for it or any substantial part of its property or assets, or any such appointment is made without such application or consent by such Party and remains undischarged for a period of sixty (60) days; or (d) A Party consents to, or fails to contest, the institution of a petition or other application of any involuntary bankruptcy, insolvency or reorganization proceeding and any such proceeding as instituted against such Party remains undischarged for a period of sixty (60) days. 11.2 In the event of termination of a Supplement by MFN pursuant to Section 11.1 hereof or by Carrier after execution of the Supplement and before the end of the Lease Term (other than by Carrier for cause as provided in this Section 11), MFN will be entitled to receive, and Carrier will immediately pay, the early termination charge ("Early Termination Charge") set forth in the Product Order and such liquidated damages shall be Carrier's sole liability, and MFN's sole remedy, hereunder. 11.3 If any Authorization is modified, terminated or discontinued and not replaced as provided in Sec...
AutoNDA by SimpleDocs
TERMINATION/FORCE MAJEURE. (a) When fully executed, this Agreement will constitute a binding obligation of both parties which may not be terminated by either party except that either party may terminate this Agreement (in whole or in part) in the event of a material breach of the terms of this Agreement by the other party. In the event of a material breach as set forth above, the breaching party shall be given written notice of such breach and the opportunity to cure such breach within thirty (30) days of the date of such notice (ten (10) days in the case of a payment default). In the event the breaching party fails to cure such breach within the applicable period stated above, the other party shall have the right to immediately terminate this Agreement upon written notice to the breaching party. (b) In no event shall either party be liable to the other party for any delay or failure to perform hereunder, which delay or failure to perform is due to causes beyond the reasonable control of said party, including, but not limited to, acts of God; acts of the public enemy; acts of the United States, or any state, territory or political division of the United States of America, or of the District of Columbia; acts of a judiciary or legislative body; fires; floods; epidemics; quarantine restrictions; strikes or any other labor disputes; and freight embargoes; provided, however, that the delay or failure to perform was not be caused by the negligent acts of the non-performing party and that the non-performing party acts with due diligence to mitigate any such delays in its failure to perform.
TERMINATION/FORCE MAJEURE. The Placing Agent may terminate the Placing Agreement by notice in writing prior to 9:00 a.m. on the Completion Date, if in the absolute opinion of the Placing Agent, the success of the Placing would be materially and adversely affected by any force majeure events:
TERMINATION/FORCE MAJEURE. (A) Purchaser may terminate this Purchase Order at any time, with or without cause, upon three (3) days written notice in which event it shall pay to Seller the proportionate part of the purchase price representing the Goods delivered. Purchaser shall not be liable for any claims for anticipated profits on the unfinished or unshipped portion of the Goods, except as hereinafter provided. If this Purchase Order covers Goods manufactured or fabricated to Purchaser's specifications and Purchaser terminates this Purchase Order for reasons other than Seller's default, upon notice of termination Seller shall stop all performance hereunder and Purchaser shall pay to Seller the costs incurred prior to the date of termination related to the fabrication of any unfinished or unshipped Goods. Purchaser shall have no other obligation to Seller. Purchaser may cancel any unfilled part of this Purchase Order without any liability to Seller if any proceeding, whether voluntary or involuntary, in bankruptcy or insolvency, is instituted by or against Seller, or if an assignee for the benefit of creditors or a receiver is appointed for Seller.. (B) Purchaser may defer or cancel this Purchase Order, in whole or in part, without liability to Seller, upon the occurrence of any event that requires Purchaser, in its sole discretion, to suspend or discontinue Purchaser's normal operations. Such event shall include, but not be limited to, any labor dispute, strike, war, terrorist act, riot, insurrection, civil disorder, flood, earthquake, storm or other act of God or act of public authority. Purchaser's exercise of its rights hereunder shall not be deemed a breach of contract nor entitle Seller to make claim for any damages on account thereof.
TERMINATION/FORCE MAJEURE. Client understands that CA/s may have to cancel some or all of this contract due to weather, mechanical problems, acts of god, lightning or other issues. CA reserves the right to cancel this Agreement prior to commencement of work for any reason – in such event neither side will have any liability to the other, and any deposits shall be returned. Furthermore, CA reserves the right to discontinue performance of the job at any time and for any reason. In the event, CA discontinues performance during a job, Client shall only pay for each full day of work preceding discontinuation of work.
TERMINATION/FORCE MAJEURE. (a) If the Board determines that the contractor has failed to comply with the terms and conditions of the bid and/or proposal upon which the issuance of the contract is based or that the contractor has failed to perform said service, duties and or responsibilities in a timely, proper, professional and/or efficient manner, then the Board shall have the authority to terminate the contract upon written notice setting forth the reason for termination and effective date of termination. Termination by the Board of the contract does not absolve the contractor from potential liability for damages caused to the Board or its facilities by the contractor’s breach of this agreement. The Board may withhold payment due the contractor and apply same towards damages once established. The Board will act diligently in accordance with governing statutes to mitigate damages. Damages may include the additional cost of procuring said services or goods from other sources. The contractor further agrees to indemnify and hold the Board harmless from any liability to subcontractors or suppliers concerning work performed or goods provided arising out of the lawful termination of this agreement.
TERMINATION/FORCE MAJEURE. (a) SeeTickets shall be entitled to terminate the Agreement on the provision of Three (3) months' notice in writing to Client. (b) Either Party may terminate the Agreement immediately on the provision of notice in writing to the other Party if that other Party: (i) commits a material breach of the Agreement or these Standard Terms & Conditions and, in the case of a breach which is capable of remedy, it is not remedied within thirty (30) business days of receipt of written notice specifying the breach and requiring its remedy; or (ii) repeatedly breaches any terms of the Agreement or these Standard Terms & Conditions in such a manner as to reasonably justify the opinion of the other Party that their conduct is inconsistent with their having the intention or ability to give effect to the terms of the Agreement or these Standard Terms & Conditions; or (iii) ceases to do business in the normal course, becomes or is declared insolvent or bankrupt, is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within sixty (60) calendar days, or makes an assignment for the benefit of creditors. (c) Neither Party will be liable for any failure or delay in performing an obligation under this Agreement that is due to a Force Majeure Event. ”Force Majeure Event”; means an event beyond the reasonable control of the Parties which prevents a Party from complying with any of its obligations under the Agreement, including but not limited to: (1) an act of God (such as, but not limited to earthquakes, drought, tidal waves, floods and other natural catastrophes); (2) fires, or explosions; (3) war, hostilities (whether war be declared or not), invasion, act of foreign enemies, requisition, or embargo; (4) rebellion, revolution, insurrection, or military or usurped power, civil war, riots, or other civil commotion; (5) contamination by radioactivity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly; (6) strikes, go slows, lock outs, or other labor disorder; (7) acts or threats of terrorism; (8) epidemic, pandemic (including but not limited to the Covid-19 pandemic), or quarantine; (9) breakdown of communication facilities, web host, or internet service provider; and (10) governmental acts or omissions, or changes in Applicable Laws. No Party s...
AutoNDA by SimpleDocs
TERMINATION/FORCE MAJEURE. 11.1 If any of the following events of default occur, the non-breaching Party (if MFN) will have the right to deny access by Carrier to the Product or Network and (if either Party) to terminate this Agreement by written notice following the expiration of any periods of time included in the following, such termination to be effective in the on the date set forth in the written notice of termination: (a) If Carrier terminates any Product Order at any time before the expiration of the Lease Term (whether before or after the Turnover Date) or fails to make any payment hereunder within five (5) days or receipt of written notice of late payment from MFN, MFN will have the right to terminate this Agreement and deny access by Carrier to the Product or Network immediately without further notice to Carrier. (b) If a Party breaches any material term or condition of this Agreement and such breach remains uncured thirty (30) days after delivery to the breaching Party of written notice of such breach, unless the breach is of a nature or involves circumstances requiring more than thirty (30) days to cure, the time period may be extended for such time as will be reasonably required, provided the defaulting party proceeds diligently to cure the breach.
TERMINATION/FORCE MAJEURE. 4.1. Notwithstanding the Term, this Agreement may be terminated upon negotiation with sixty (60) days prior written notice, provided however, that if Agency terminates prior to completing any of the required obligations under this Agreement, such obligations must be completed prior to such termination becoming effective or the Compensation specified herein shall be reduced pro rata based on the services provided at the time of termination. For the avoidance of doubt, if Company terminates this Agreement upon thirty (30) days notice it shall be required to pay Agency in full for all services that had been contracted for during such thirty day period even if Company requests that any such services be cancelled and any such services are so cancelled. Company shall further have the right to terminate “for cause” with respect to the Services of any Influencer if, such Influencer; (i) defaults, breaches or violates the terms of this Agreement; (ii) during the Term, is convicted of a felony, or otherwise is legally charged with acting in a manner in violation of the Morality Clause set forth above; (iii) during the Term, otherwise acts in a manner that materially adversely affects Company’s rights in the Platform as specifically set forth herein; (iv) if at any time Company determines that any Downloads related to such Influencer’s Services were media purchased; or (v) violates any Platform policies and applicable laws and regulations. If Company terminates this Agreement for cause with respect to the Services of any Influencer, pursuant to the foregoing, Agency shall (i) forfeit any unpaid Compensation still owing with respect to the Services of such Influencer, and (ii) any Compensation already paid by Company for such Influencer’s Services shall bereduced pro rata, and Agency shall refund to Company the balance of any such reduced sum
TERMINATION/FORCE MAJEURE. 9.1 Albarrie may at any time temporarily suspend the performance under the PO or terminate the PO by notice to the Supplier stating the effective date of the suspension or termination. a) In the event Albarrie terminates the PO, the extent of Albarrie’s liability to the Supplier is limited to payment, for all compliant Goods supplied or Services performed in accordance with the PO up to and including the effective date of termination. This payment shall discharge Albarrie from all liability or obligation to Supplier in connection with the PO or its termination. 9.2 Albarrie may at any time, at its sole discretion declares a Force Majeure event upon the occurrence of any event beyond the control of Albarrie that shall impact the ability of Albarrie to operate its business in the normal course. Such declaration shall be made in writing to the Supplier notifying said Supplier of the Force Majeure event, and Albarrie’s plans to remediate the issue (if any) and the estimated timeline for the remedy. Albarrie shall be relieved from all obligations under the PO, including any demands for payment until the passing of the Force Majeure event. Notwithstanding anything in this agreement, the Parties to this agreement acknowledge that the right of Albarrie to declare a Force Majeure event shall be cumulative to any other right of Albarrie, and that the Supplier shall forebear any enforcement of its rights under the PO during the Force Majeure event.
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!