Vendor's Right to Terminate Sample Clauses

Vendor's Right to Terminate. The Vendor will have the option to terminate this Contract without any penalty or payment obligations, other than undisputed payment obligations outstanding as of the date of any such termination pursuant to the terms of this Contract if: (a) the Owner (i) files a voluntary petition in bankruptcy or has an involuntary petition in bankruptcy filed against it that is not dismissed within forty-five (45) days of such involuntary filing, (ii) admits the material allegations of any petition in bankruptcy filed against it, (iii) is adjudged bankrupt, or (iv) makes a general assignment for the benefit of its creditors, or if a receiver is appointed for all or a substantial portion of its assets and is not discharged within sixty (60) days after his appointment, and any such filing, proceeding, adjudication or assignment as described herein above will otherwise materially impair the Owner's ability to perform its obligations under this Contract; (b) the Owner commences any proceeding for relief in any court under any state insolvency statutes; (c) the Owner fails to make payments of undisputed amounts due to the Vendor pursuant to the terms of this Contract which are more than sixty (60) days overdue, provided that such failure has continued for at least thirty (30) days after the Vendor has notified the Owner of its right and intent to so terminate on account of such overdue amount; (d) the Owner persistently and materially breaches subsection 11.1 or subsection 27.19 notwithstanding the fact that the Vendor will have provided the Owner with prior written notice describing the alleged material breaches and will have given the Owner a reasonable time (not less than thirty (30) days) to cure any such breaches; or (e) except as otherwise provided in subsection 24.1 the Owner fails to fulfill its Initial Commitment within five (5) years of the Effective Date for whatever reason other than (i) any act or omission of the Vendor, (ii) failure or inability to successfully complete Microwave Relocation in any PCS System and/or PCS Sub-System, (iii) failure or inability to successfully attain Site Acquisition Substantial Completion in any given PCS System and/or PCS Sub-System or (iv) any event otherwise constituting a Force Majeure hereunder.
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Vendor's Right to Terminate. In addition to any other rights or --------------------------- remedies to which Vendor may be entitled under this Agreement, in the event that (i) Customer commits a material breach of this Agreement, including non-payment of undisputed amounts due and owing to Vendor in accordance with the terms of this Agreement, which breach is not cured within thirty (30) calendar days after notice of breach from Vendor to Customer; or (ii) Customer fails to meet its obligations with respect to the Purchase Commitments in accordance with and subject to the terms of this Agreement, which failure is not cured within thirty (30) calendar days after notice of failure from Vendor to Customer; provided, however, Customer shall be deemed not to have failed to meet its Purchase Commitments if it pays Vendor such amounts that Customer would have otherwise had to pay if Customer actually met such Purchase Commitments, then Vendor, at its option and in its sole discretion, may terminate this Agreement; provided, however, if Vendor's termination for cause right is solely related to the Other Services, Vendor may only exercise the Agreement Termination Right with respect to the Other Services. To the extent new services are added to this Agreement, defaults will be as specified therein.
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Vendor's Right to Terminate. In addition to and without prejudice to any other rights or remedies of the Vendor in this Agreement or at law or in equity, but subject to Section 11.5 (Termination and Survival) of this Agreement, Vendor shall have the option to terminate this Agreement without any penalty or payment obligations, other than undisputed payment obligations outstanding as of the date of any such termination pursuant to the terms of this Agreement if:
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Vendor's Right to Terminate. The Vendor shall be entitled to issue a notice of termination to the Purchaser if, at any time prior to the completion of the SSA – (a) the Purchaser commits any continuing or material breach of any of his/her obligations under the SSA which – (i) is incapable of remedy; or (ii) if capable of remedy, is not remedied within 14 days of it being given notice to do so; (b) the Purchaser is adjudicated or found to be bankrupt or had any or bankruptcy proceedings commenced against him/her; or (c) any of the warranties given by the Purchaser is found at any time to be materially untrue or inconsistent.
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Vendor's Right to Terminate. If the Purchaser makes or issues any requisitions or objections (including any requisition or objection in connection with the design or construction of the Works or the Unit or any other matter related to or arising out of the subject matter of this document) which the Vendor cannot answer or remove or which the Vendor is not willing to incur the expense of answering or removing, the Vendor may by notice in writing to the Purchaser or the Purchaser’s Solicitor terminate this document.
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Vendor's Right to Terminate. 9.1.1 The Vendors, when not in default in any material respect in the performance of its obligations under this Agreement (except where a condition in section 5.2 is not satisfied for reasons other than any default by the Vendors), may without prejudice to any other rights, terminate this Agreement by written notice to Purchaser if the Closing Date does not occur on or prior to the date that is April 15, 2007.
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Vendor's Right to Terminate. (1) If the Purchaser defaults in the payment of the Purchase Consideration to the Vendor in accordance with the provisions of this Agreement, or the Purchaser shall materially breach any of its obligations or any of the provisions under this Agreement, the Vendor shall (without prejudice to any other provisions herein contained or any other rights and remedies as may be available to the Vendor at law or in equity) be entitled to: (a) take such action as may be available to the Vendor at law or in equity or as specified in this Agreement; and/or (b) claim all damages losses proceedings actions expenses and/or claims whatsoever which the Vendor may suffer by reason of or arising out of any such breach by the Purchaser; and/or (c) terminate this Agreement by giving the Purchaser notice in writing. (2) The Purchaser hereby agrees to indemnify the Vendor against all costs, charges and expenses incurred or suffered by the Vendor (including legal fees on a solicitor and client basis) in connection with the bringing of any action, suit, proceeding or claim by the Vendor in the enforcement or attempted enforcement of the terms of this Agreement.
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Related to Vendor's Right to Terminate

  • Company’s Right to Terminate Notwithstanding the provisions of Section 3.1, Company shall have the right to terminate Executive’s employment under this Agreement at any time for any of the following reasons: (a) upon Executive’s death; (b) upon Executive’s Disability; (c) for Cause; or (d) at any time, for any other reason whatsoever, in the sole discretion of the Board.

  • Right to Terminate Either Party may unilaterally terminate this Annex by providing thirty (30) calendar days written notice to the other Party.

  • Our Right to Terminate We may terminate this Agreement and close your account at any time by giving you 30 days’ written notice; this right is in addition to any other rights to terminate this Agreement or close your account that we may have under this Agreement.

  • Licensee’s Right to Terminate Licensee may, at its option, without prejudice to any other remedies it may have, terminate this agreement by giving written notice of such termination to Licensor as follows: (a) immediately, in the event that Licensor abandons the Licensed Marks or otherwise ceases to support the Licensed Marks in Licensor's business; or (b) immediately in the event of the occurrence of a Bankruptcy with respect to Licensor; or (c) immediately in the event of an occurrence of termination pursuant to Section 13.2(d).

  • Landlord’s Right to Terminate Landlord shall have the right to terminate this Lease in the event any of the following occurs, which right may be exercised by delivery to Tenant of a written notice of election to terminate within forty-five (45) days after the date of such damage: A. The Project is damaged by an Insured Peril to such an extent that the estimated cost to restore exceeds ten percent (10%) of the then actual replacement cost thereof, or the Building in which the Premises is located is damaged to such an extent that the estimated cost to restore exceeds twenty-five percent (25%) of the then actual replacement cost thereof; B. Either the Project or the Building is damaged by an Uninsured Peril to such an extent that the estimated cost to restore exceeds two percent (2%) of the then actual replacement cost of the Building; C. The Premises are damaged by any peril within twelve (12) months of the last day of the Lease Term to such an extent that the estimated cost to restore equals or exceeds an amount equal to six (6) times the Base Monthly Rent then due; or D. Either the Project or the Building is damaged by any peril and, because of the Laws then in force, (i) cannot be restored at reasonable cost to substantially the same condition in which it was prior to such damage, or (ii) cannot be used for the same use being made thereof before such damage if restored as required by this Article. E. As used herein, the following terms shall have the following meanings: (i) the term “Insured Peril” shall mean a peril actually insured against for which the insurance proceeds actually received by Landlord (and which are not required to be paid to any Lender) are sufficient (except for any “deductible” amount specified by such insurance) to restore the Project under then existing Laws to the condition existing immediately prior to the damage; and (ii) the term “Uninsured Peril” shall mean any peril which is not an Insured Peril. Notwithstanding the foregoing, if the “deductible” for earthquake or flood insurance exceeds two percent (2%) of the replacement cost of the improvements insured, such peril shall, at Landlord’s election, be deemed an “Uninsured Peril” for purposes of this Lease.

  • Your Right to Terminate You may also terminate this Client Agreement or close your Account at any time by giving us written notice. Your Account will be closed as soon as reasonably practicable after we have received notice, all open Positions are closed, Orders are cancelled, and all of your obligations are discharged.

  • Tenant’s Right to Terminate Tenant shall have the right to terminate this Lease following a Casualty if any of the following occurs: (i) Landlord’s Architect determines (which determination shall be made and forwarded to Tenant promptly after such Casualty) that the Premises cannot, with reasonable diligence, be repaired by Landlord to a substantially similar condition as existed prior to such Casualty (or cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, Hazardous Materials, earthquake faults and other similar dangers) within 360 days after the date of such Casualty and the Casualty materially adversely impacts Tenant’s use of a material portion of the Premises, or (ii) the Premises is destroyed or materially damaged during the last twelve (12) months of the Lease Term and Landlord’s Architect determines (which determination shall be made and forwarded to Tenant promptly after such Casualty) that such damage will require more than sixty (60) days to repair, or (iii) the Premises are not actually repaired by Landlord to a substantially similar condition as existed prior to such Casualty within 380 days following such Casualty and the Casualty materially adversely impacts Tenant’s use of a material portion of the Premises. If Tenant elects to terminate this Lease following a Casualty pursuant to this Section 7.3, Tenant shall give Landlord written notice of its election to terminate within thirty (30) days after receipt of Landlord’s Architect’s determination (or within 30 days of the applicable restoration period should Landlord fail to complete repairs during such period), and this Lease shall terminate as of the date of such notice of election to terminate.

  • Executive’s Right to Terminate Notwithstanding the provisions of paragraph 2.1, Executive shall have the right to terminate his employment under this Agreement for any of the following reasons:

  • Right to Terminate Agreement 21.1 Notwithstanding any other provision of this Agreement, if either Party (a) fails to comply with any of the material terms or conditions of the Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Party and a reasonable opportunity for cure (not to exceed thirty (30) days in the case of a failure to pay amounts when due), to terminate this Agreement, in whole or in part, and thereupon each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. 21.2 If the event of any early termination or cancellation of the Work as contemplated in this Agreement, Customer shall pay Company the Company Reimbursable Costs for: a. all Work completed on or before the effective date of termination or cancellation; b. other costs reasonably incurred by Company in connection with the Work prior to Company’s receipt of the termination or cancellation notice for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.

  • Right to Terminate Sale In the event that the property as stated in the Proclamation of Sale is not the property as described under the security documents executed by the Assignor/Borrower or otherwise different from such property as assigned to the Assignee/Bank by the Assignor/Borrower, the Assignee/Bank shall be entitled to terminate the sale and the bidding deposit paid shall be refunded to the Successful Purchaser(s). The Successful Purchaser(s) shall have no claims whatsoever against the Assignee/Bank, their Solicitors or the Auctioneer or any compensation in respect thereof.

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