Wafer Supply Contract Termination Sample Clauses

Wafer Supply Contract Termination. (a) The Wafer Supply Contract shall be terminated, and the Wafer Supply Contract shall cease to have any further force or effect, in each case automatically (i) upon receipt by MEMC Singapore of payment of the Outstanding Demand (as defined in Section 1.1(c) below); and (ii) upon receipt by MEMC Singapore of the letter of credit pursuant to Section 1.1(d) hereof. Upon the occurrence of the events identified in (i) and (ii) of the foregoing sentence, the termination of the Wafer Supply Contract shall have retroactive effect to the date hereof. MEMC Singapore and Conergy acknowledge that, except as specified in Section 1.1(d) hereof, there are no outstanding purchase orders under the Wafer Supply Contract. (b) MEMC Singapore currently holds a Refundable Capacity Reservation Deposit in the amount of $21,300,000 (the “Existing RCRD”). Not later than noon, New York City Time, on September 26, 0000, XXXX Xxxxxxxxx shall wire transfer an amount equal to the Existing RCRD (without any setoff or deduction of any nature whatsoever) to the Escrow Agent, to be held in escrow (pursuant to the Escrow Agreement) pending, and to be released to Conergy upon, (i) if the Escrow Agent is Commerzbank, New York Branch, the earlier of (x) receipt by Commerzbank, New York Branch of a Fedwire tracking number or Fed reference number in respect of the payment of the Outstanding Demand to MEMC Singapore (which, for the avoidance of doubt, includes payment of the Outstanding Demand in accordance with MEMC Singapore’s instructions), or (y) notice from MEMC or MEMC Singapore to the effect that payment of the Outstanding Demand has been received, or (ii) if the Escrow Agent is other than Commerzbank, New York Branch, the Escrow Agent’s receipt of either (x) notice from Commerzbank, New York Branch to the effect set forth in clause (i)(x), or (y) notice from MEMC or MEMC Singapore to the effect that payment of the Outstanding Demand has been received (such release to Conergy to be deemed to constitute the refund of the entire Existing RCRD to Conergy). The MEMC Parties, jointly and severally, covenant immediately upon receipt of payment of the Outstanding Demand to notify the Escrow Agent thereof. The Parties shall use their respective best efforts to retain the Escrow Agent, and enter into the Escrow Agreement, as soon as possible after the execution and delivery hereof (and, in any event, prior to noon, New York City Time, on September 26, 2012). (c) Conergy has caused two letters of cr...
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Related to Wafer Supply Contract Termination

  • Early Contract Termination The State may terminate this contract in whole or in part by giving fifteen (15) days written notice to the Purchaser when it is in the best interests of the State. If this contract is so terminated, the State shall be liable only for the return of that portion of the initial deposit that is not required for payment, and the return of unapplied payments. The State shall not be liable for damages, whether direct or consequential.

  • Contract Termination debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12.

  • Contract Termination; Debarment A breach of the contract clauses in paragraph 1 through 10 of this section may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12.

  • Agreement Termination In the event Contractor is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, including circumstances beyond its control, County may terminate this Agreement in whole or in part in the same manner as for breach hereof.

  • Contract Transition Upon Contract expiration or termination, the Contractor shall ensure a seamless transfer of Contract responsibilities with any subsequent Contractor necessary to transition the Products and services of the Contract. The incumbent Contractor assumes all expenses related to the contract transition.

  • Termination for continuing Force Majeure Event Either Party may, by written notice to the other, terminate this Framework Agreement if a Force Majeure Event endures for a continuous period of more than one hundred and twenty (120) Working Days.

  • Contract Task Order A- E shall be assigned work via a task order by COUNTY which shall subsequently be referred to as the “Contract Task Order” (hereinafter “CTO”). A CTO for each project shall be developed by A-E in conjunction with COUNTY Project Management staff. The County Project Manager shall manage all A-E’s work including monitoring the CTO work schedule, quality of deliverables, review of invoiced amounts, adherence to set budget, and internal review of submittal packages. A-E shall follow all requirements as outlined in the CTO; this general Scope of Work, the project specific Scope Statement, and the Architect-Engineer Guide (Rev July 2018). The CTO shall include a detailed Scope Statement, describing tasks to be performed with a specific list of deliverables for each task, schedule of work and cost to complete the work. The schedule of work shall allow enough time for meetings with County Management staff to review the work progress, provide technical and policy direction, resolve problems and ensure adherence to the work completion schedule. The CTO shall include a cover sheet provided by County Project Management staff with the appropriate signature blocks and contract information. Once both Parties agree, and all Parties have signed the CTO, County Management staff shall provide A-E with a Notice to Proceed (NTP) to begin work. A-E shall submit all plans, reports and other documents produced under the CTO to the assigned County Project Manager within the timeframe indicated in the CTO or as directed by County Project Management staff.

  • Extended Local Calling Scope Arrangement An arrangement that provides a Customer a local calling scope (Extended Area Service, “EAS”), outside of the Customer’s basic exchange serving area.

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • Effective Date of Agreement; Termination This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ Stock Market; (B) a suspension or material limitation in trading in the Company’s common stock on the NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in your sole judgment, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Significant Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representative elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Securities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(o), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

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