Withhold Remedy Sample Clauses

Withhold Remedy. In addition to, and cumulative to all other remedies in law, at equity and provided under this Agreement, in the event Vendor is in material default of its duties or obligations under this Agreement and it fails to cure the default within fifteen (15) days after receipt of written notice of default from the State of Iowa, the State of Iowa may, without waiving any other rights under this Agreement, elect to withhold from the payments due to Vendor under this Agreement during the period beginning with the 16th day after Vendor’s receipt of notice of default, and ending on the date that the default has been cured to the reasonable satisfaction of the State of Iowa, an amount that is in proportion to the magnitude of the default or the service that Vendor is not providing, as determined in the State of Iowa’s reasonable discretion. Upon curing of the default by Vendor, the State of Iowa will cause the withheld payments to be paid to Vendor, without interest. In addition to the foregoing, the State of Iowa may withhold compensation or payments to Vendor, in whole or in part, without penalty or legal liability to the State of Iowa or work stoppage by Vendor, in the event the State of Iowa determines that any Service or Deliverable has failed to meet or conform to any applicable Specifications or contains or is experiencing an Error. No interest shall accrue or be paid to Vendor on any compensation or other amounts withheld or retained by the State of Iowa under this Agreement. The State of Iowa’s exercise of its rights to withhold payments shall not be considered a breach of this Agreement by the State of Iowa.
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Withhold Remedy. A. In addition to, and cumulative of all other remedies in law, at equity and provided under this Agreement or this Section 26.7 (Withhold Remedy), in the event Supplier is in default of a material duty or obligation under this Agreement and it fails to cure the default within fifteen (15) days after receipt of written notice of default from Gap setting forth with specificity the nature of the default of a material duty or obligation and the requested remedy or cure, Gap may, without waiving any other rights under this Agreement, elect to withhold from the payments due to Supplier under this Agreement during the period beginning with the 16th day after Supplier’s receipt of notice of default, and ending on the date that the default has been cured to the reasonable satisfaction of Gap, but in no event shall the amount of such withhold be greater than the Charges associated with the specific Services which Gap alleged are in default or the Services that Supplier is not providing. Upon curing of the default by Supplier, Gap will cause the withheld payments to be paid to Supplier, without interest. Notwithstanding the forgoing, the amount Gap may withhold at any one time shall not in the aggregate for all disputes exceed an amount equal to Supplier’s fees and charges for the * immediately preceding such withhold (the “Aggregate Withhold Amount”). Gap shall pay to Supplier any disputed fees and charges in excess of the Aggregate Withhold Amount, provided that Gap shall retain any and all rights to contest its obligation to pay to Supplier such fee or charge.
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Withhold Remedy. (a) The State may withhold from payment any amount disputed by the State in good faith, pending resolution of the dispute, provided that the State:
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Withhold Remedy. ‌ In addition to, and cumulative of, all other remedies at law, in equity or provided under this Agreement or this Section 20.6 (Withhold Remedy), in the event Supplier is in default of a duty or obligation under this Agreement and it fails to cure the default within fifteen (15) Calendar Days after receipt of written notice of default from County setting forth with reasonable specificity the nature of the default of a duty or obligation and the requested remedy or cure, County may, without waiving any other rights under this Agreement, elect to withhold Charges payable with respect to the affected Services from the payments due to Supplier under this Agreement, during the period beginning with the sixteenth (16th) day after Supplier’s receipt of notice of default and ending on the date that the default has been cured to the reasonable satisfaction of County. Upon curing of the default by Supplier to County’s reasonable satisfaction, County will cause the withheld payments to be paid to Supplier, without interest.
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Withhold Remedy. In addition and cumulative to all other remedies in law, at equity and under this Agreement, if Provider is in material default of its performance or other obligations under this Agreement or any Service Order and fails to cure the default within 15 days after receipt of Customer’s written notice of default, Customer may, without waiving any other rights under this Agreement, elect to withhold from the payments due to Provider under this Agreement during the period beginning with the 16th day after Provider’s receipt of such notice of default, and ending on the date that the default has been cured to the reasonable satisfaction of Customer, an amount that, in Customer’s reasonable judgment, is in proportion to the magnitude of the default or the Service that Provider is not providing. Upon Provider’s cure of the default, Customer will cause the withheld payments to be paid to Provider, without interest.
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Withhold Remedy. In addition and cumulative to all other remedies in law, at equity and under this Agreement, if Provider is in material default of its performance or other obligations under this Agreement or any Service Order and fails to cure the default within 15 days after receipt of Customer’s written notice of default, Customer may, without waiving any other rights under this Agreement, elect to withhold from the payments due to Provider under this Agreement during the period beginning with the 16th day after Provider’s receipt of such notice of default, and ending on the date that the default has been cured to the reasonable satisfaction of Customer, an amount that, in Customer’s reasonable judgment, is in proportion to the magnitude of the default or the Service that Provider is not providing. Upon Provider’s cure of the default, Customer will cause the withheld payments to be paid to Provider, without interest. Upon a final and binding legal determination that Customer has withheld any payment in bad faith or without an objectively reasonable basis, such payment shall promptly be paid to Provider, plus interest at a rate that is the lesser of (a) 1.5% per month on the basis of a 365-day year and (b) the highest rate permissible under applicable Law, which interest shall accrue starting on the date such payment was due until but excluding the date that such payment with interest is fully paid.
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Withhold Remedy. In addition and cumulative to all other remedies in law, at equity and under this Contract, if Contractor is in material default of its performance or other obligations under this Contract and fails to cure the default within fifteen (15) calendar days after receipt of the State’s written notice of default, the State may, without waiving any other rights under this Contract, elect to withhold from the payments due to Contractor under this Contract during the period beginning with the sixteenth (16th) calendar day after Contractor’s receipt of such notice of default, and ending on the date that the default has been cured to the reasonable satisfaction of the State, an amount that, in the State’s reasonable judgment, is in proportion to the magnitude of the default or the Services that Contractor is not providing. Upon Contractor’s cure of the default, the State will cause the withheld payments to be paid to Contractor, without interest.
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Withhold Remedy. In addition to other remedies in law, at equity, and under this Agreement, if Entegrata is in material default under this Agreement or any Order and fails to cure the default within 30 days after receipt of Subscriber’s written notice of default, Subscriber may, without waiving any other rights under this Agreement, elect to withhold from payments due to Entegrata under this Agreement during the period beginning with the 31st day after Entegrata’s receipt of such notice of default, and ending on the date that the default has been cured, an amount that, in Subscribers reasonable judgment, is in proportion to the magnitude of the default. Upon Entegrata’s cure of the default, Subscriber will cause the withheld payments to be paid to Entegrata, without interest. The parties acknowledge and agree that the Service Availability Credits provided for in Exhibit B represent a reasonable estimate of the diminishment of value to Subscriber due to lack of Availability.
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Related to Withhold Remedy

  • Additional Remedies The rights, powers and remedies given to Bank hereunder shall be cumulative and not alternative and shall be in addition to all rights, powers and remedies given to Bank by law against Borrower or any other person, including but not limited to Bank's rights of setoff or banker's lien.

  • General Remedies Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the rights and remedies of a secured party under the UCC of the jurisdiction applicable to the affected Collateral and, further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law), (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice or hearing, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

  • Seller’s Remedies If Purchaser fails to perform its obligations pursuant to this Contract at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Seller, as its SOLE and EXCLUSIVE remedy (except as provided in Sections 6(c) and 9), may (i) terminate this Contract and receive the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, and the Xxxxxxx Money is a fair estimate of those damages and has been agreed to in an effort to cause the amount of damages to be certain. Notwithstanding anything in this Section 11(a) to the contrary, in the event of Purchaser's default or termination of this Contract, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation of Purchaser under this Contract.

  • Waivers; Remedies The observance of any term of this agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party or parties entitled to enforce such term, but any such waiver shall be effective only if in writing signed by the party or parties against which such waiver is to be asserted. Except as otherwise provided herein, no failure or delay of any party in exercising any power or right under this agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other further exercise thereof or the exercise of any other right or power.

  • Buyer’s Remedies (a) If Seller breaches this Agreement prior to the Closing for any reason except failure by Buyer to perform its obligations, or if prior to Closing any one or more of Seller’s representations or warranties are breached in any material respect, Buyer shall elect, as its sole remedy, either to (i) terminate this Agreement by giving notice to Seller of such election prior to or at Closing, whereupon the Deposit shall be returned to Buyer and Seller shall reimburse Buyer for Buyer’s out-of-pocket costs incurred in connection with the negotiation and performance under this Agreement, but not in excess of One Hundred Thousand Dollars ($100,000); or (ii) waive such breach and proceed to Closing; or (iii) pursue the remedy of specific performance. Notwithstanding anything herein to the contrary, Buyer shall be deemed to have elected to terminate this Agreement if as a result of Seller’s breach Buyer does not proceed to Closing and thereafter fails to give Seller notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ninety (90) days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within ninety (90) days following the scheduled Closing Date. Buyer’s remedies shall be limited to those described in this Section 7.2. Nothing contained in the foregoing shall serve to waive or otherwise limit Buyer’s remedies or damages for claims of Buyer against Seller with respect to any obligations of Seller that, by the terms of this Agreement, survive the close of Escrow or any termination of this Agreement before the Closing or impair buyer’s rights to obtain from Seller all costs and expenses of enforcing this Agreement. IN NO EVENT SHALL SELLER’S MEMBERS OR ITS OR THEIR DIRECT OR INDIRECT MEMBERS, PARTNERS, SHAREHOLDERS OR AFFILIATES, ANY OFFICER, MANAGER, MEMBER, DIRECTOR, EMPLOYEE, OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

  • UCC Remedies (a) Upon the occurrence of and during the continuance of an Event of Default under this Agreement or the other Financing Documents, Agent, in addition to all other rights, options, and remedies granted to Agent under this Agreement or at law or in equity, may exercise, either directly or through one or more assignees or designees, all rights and remedies granted to it under all Financing Documents and under the UCC in effect in the applicable jurisdiction(s) and under any other applicable law; including, without limitation:

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