Termination Upon Event of Default. If Foothill terminates this Agreement upon the occurrence of an Event of Default, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of Foothill's lost profits as a result thereof, Borrower shall pay to Foothill upon the effective date of such termination, a premium in an amount equal to the Early Termination Premium. The Early Termination Premium shall be presumed to be the amount of damages sustained by Foothill as the result of the early termination and Borrower agrees that it is reasonable under the circumstances currently existing. The Early Termination Premium provided for in this Section 3.7 shall be deemed included in the Obligations.
Termination Upon Event of Default. If the Lender Group terminates this Agreement upon the occurrence of an Event of Default, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of the Lender Group's lost profits as a result thereof, Borrower shall pay to Agent, for the ratable benefit of the Lender Group, upon the effective date of such termination, a premium in an amount equal to the Early Termination Premium. The Early Termination Premium shall be presumed to be the amount of damages sustained by the Lender Group as the result of the early termination and Borrower agrees that it is reasonable under the circumstances currently existing. The Early Termination Premium provided for in this Section 3.7 shall be deemed included in the Obligations.
Termination Upon Event of Default. If Foothill terminates this Agreement upon the occurrence of an Event of Default that intentionally is caused by Borrower for the purpose, in Foothill's reasonable judgment, of avoiding payment of the Early Termination Premium provided in Section 3.6, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of Foothill's lost profits as a result thereof, Borrower shall pay to Foothill upon the effective date of such termination, a premium in an amount equal to the Early Termination Premium. The Early Termination Premium shall be presumed to be the amount of damages sustained by Foothill as the result of the early termination and Borrower agrees that it is reasonable under the circumstances currently existing. The Early Termination Premium provided for in this Section 3.7 shall be deemed included in the Obligations.
Termination Upon Event of Default. If any party:
A. Breaches any covenant, obligation, representation, or warranty under this Agreement (other than those described in paragraph B below, and fails to cure such breach within thirty (30) days after its receipt of written notice thereof from the other party of any other such breach; or
B. Breaches any covenant, obligation, representation, or warranty under this Agreement relating to confidentiality, scope of use, use restrictions, or proprietary rights (including Intellectual Property Rights), it being agreed that any such breach shall be a material breach hereof; or
C. Voluntarily or involuntarily suspends, terminates, winds-up, or liquidates its business, becomes subject to any bankruptcy or insolvency proceeding under applicable law; or becomes insolvent or subject to direct control by a trustee, receiver, or similar authority, then, upon the occurrence of such event (each, an "Event of Default"), the other party may terminate this Agreement by giving notice of such termination to the defaulting party and/or may exercise any and all rights and remedies under this Agreement, at law, or in equity.
Termination Upon Event of Default. Upon the occurrence of an Event of Default (as defined below), the non-defaulting party, in its sole discretion, shall have the right to terminate this Agreement, in addition to any other remedy or remedies which may be available to it under this Agreement, at law or in equity. In addition, upon the occurrence of an Event of Default by Distributor, the Company shall have the right to cancel any or all unfilled orders for Products submitted by Distributor. The following events shall be deemed "Events of Default" with respect to the party engage in such activity:
(a) Distributor fails to satisfy the minimum purchase requirements of the Products set forth in Schedule B attached hereto;
(b) Distributor breaches its obligations under the Non-Circumvention Agreement;
(c) Distributor breaches Section 7.1 (Trademarks of the Company);
(d) In addition to the breaches of Distributor specified in paragraphs (a) through (d) above, Distributor fails to perform any of its covenants, obligations or responsibilities under this Agreement, which failure remains uncured for thirty (30) days after notice thereof from the Company; provided that the Company party delivers written notice to Distributor within ninety (90) days of the alleged default;
(e) The Company fails to perform any of its covenants, obligations or responsibilities under this Agreement, which failure remains uncured for thirty (30) days after notice thereof from Distributor; provided that Distributor delivers written notice to the Company within ninety (90) days of the alleged default;
(f) The dissolution, termination of existence, liquidation, insolvency or business failure of either party, or the appointment of a custodian or receiver for either party or any part of its property if such appointment is not terminated or dismissed within sixty (60) days; and
(g) The institution by either party of any proceeding under the United States Bankruptcy Code or any other federal, national or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally or the making by either party of a composition or any assignment or trust mortgage for the benefit of creditors.
Termination Upon Event of Default. (a) The following shall constitute events of default (“Events of Default”):
(i) the filing of a voluntary petition in bankruptcy or insolvency or a petition for reorganization under any bankruptcy law by either Owner or Manager;
(ii) the consent to an involuntary petition in bankruptcy or the failure by either Owner or Manager to vacate within sixty (60) days from the date of entry thereof of any order approving an involuntary petition;
(iii) the entering of an order, judgment or decree by any court of competent jurisdiction, on the application of a creditor, adjudicating either Owner or Manager a bankrupt or insolvent or approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of such party’s assets, and such order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) days;
(iv) the gross negligence, fraud or willful misconduct of Owner or Manager, as the case may be, in the performance or observance of its obligations, duties or services, as applicable, provided for under the terms of this Agreement, to the extent the same materially and adversely effects the non-defaulting party;
(v) the failure of either Owner or Manager to perform, keep or fulfill any of the covenants, undertakings, obligations or conditions set forth in this Agreement to the extent the same materially and adversely effects the non-defaulting party, and the continuance of any such default for a period of ninety (90) days after written notice of said failure or, if such default (a) is not a default in the payment of a monetary sum provided to be paid under this Agreement, and (b) cannot be reasonably cured within such ninety (90) day period but is susceptible of cure with reasonable diligence, and Owner or Manager (whichever is the defaulting party) commences such cure promptly following receipt of written notice of said failure, then for such additional period as such cure shall continue to be pursued with reasonable diligence, but in any event not longer than one hundred twenty (120) days after written notice of said failure, unless and except further extensions of the cure period are afforded to the defaulting party upon written consent from the non-defaulting party, which consent shall not be unreasonably withheld, conditioned or delayed; and
(vi) the occurrence of an Event of Default under the Related Management Agreement.
(b) Upon the occurrence of an Event of Default, the non-defaultin...
Termination Upon Event of Default. Upon the happening of an Event of Default, any right or interest of the Licensee under this Agreement shall then and thereupon terminate. Such termination shall in no way effect the Licensee's liabilities under this Agreement.
Termination Upon Event of Default. TRPA may immediately terminate this Agreement upon an Event of Default, defined below. Upon a termination of this Agreement, the TRPA shall pay to the consultant the part of the Compensation which would otherwise be payable to the Consultant with respect to the Services which had been completed as of the date of termination, less the amount of all previous payments with respect to the Compensation.
Termination Upon Event of Default. If the Lender Group terminates this Agreement upon the occurrence and during the continuation of an Event of Default which Agent has reasonably determined to be been caused intentionally by a Borrower, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of the Lender Group’s lost profits as a result thereof, Borrowers shall pay to Agent (for the ratable benefit of the Lender Group) upon the effective date of such termination, a premium in an amount equal to the Early Termination Premium. The Early Termination Premium shall be presumed to be the amount of damages sustained by the Lender Group as the result of the early termination and Borrowers agree that it is reasonable under the circumstances currently existing. The Early Termination Premium provided for in this Section 3.7, shall be deemed included in the Obligations.
Termination Upon Event of Default. Upon the occurrence of an Event of Default (as defined below), the non-defaulting party, in its sole discretion, shall have the right to terminate this Agreement, in addition to any other remedy or remedies which may be available to it under this Agreement, at law or in equity. In addition, upon the occurrence of an Event of Default by Purchaser, mPact shall have the right to cancel any or all unfilled orders for Products submitted by Purchaser. The following events shall be deemed "Events of Default" with respect to the party engage in such activity:
(a) Either party breaches its obligations under Section 4 (Confidentiality) or;
(b) Either party fails to perform any of its covenants, obligations or responsibilities under this Agreement which failure remains uncured for thirty (30) days after notice thereof from the non-defaulting party; provided that the non-defaulting party delivers written notice to the defaulting party within ninety (90) days of the alleged default;
(c) The dissolution, termination of existence, liquidation, insolvency or business failure of either party, or the appointment of a custodian or receiver for either party or any part of its property if such appointment is not terminated or dismissed within sixty (60) days;
(d) The institution by either party of any proceeding under the United States Bankruptcy Code or any other federal, national or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally or the making by either party of a composition or any assignment or trust mortgage for the benefit of creditors; and
(e) The institution against either party of a proceeding under the United States Bankruptcy Code or any other federal, national or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally, which proceeding is not dismissed within sixty (60) days of filing.
