Termination and Remedies Sample Clauses

Termination and Remedies a. Provided no TO is outstanding and remains to be performed by either party, this Agreement may be terminated by either party upon 30 days prior written notice to the other party. b. Any TO may be terminated under the following circumstances: i. by both Parties on mutual written agreement of the Parties; ii. by either Party for its convenience with written notice and after the Termination Notice Period specified in the Additional Terms has expired; iii. by Mercy Corps immediately upon written notice in the event Mercy Corps’ donor(s) terminates or withdraws funding that Mercy Corps would use to pay Contractor under the Additional Terms; iv. by either Party due to the non-terminating Party’s breach of this Agreement and failure to correct such breach within 15 days prior notice of such breach; v. be either Party upon written notice if a force majeure event, including any not reasonably foreseeable war, insurrection, change in law or government action or inaction, strike, natural disaster or similar event, prevents the terminating Party from being able to fulfill its obligations under this Agreement; or vi. by Mercy Corps immediately upon written notice if Mercy Corps using its sole discretion determines that Contractor has or will breach any of its warranties, covenants or representations in this Agreement, in which case Mercy Corps may withhold any and all amounts owed to Contractor until such breach is remedied. In the event of termination due to Contractor’s breach or by Contractor for Contractor’s convenience, Mercy Corps will not be obligated to pay Contractor for any partially completed work. In the event termination is due to Mercy Corps’ breach, by Mercy Corps for Mercy Corps convenience, due to force majeure event, or due to loss of funding, Mercy Corps will be obligated to pay Contractor for its reasonable, pro-rated costs of work completed and expenses properly incurred prior to termination. However, Mercy Corps will not be responsible for any expenses incurred in anticipation of termination or suspension. If Mercy Corps determines that Contractor has or will breach any of its warranties, covenants or representations in this Agreement, Mercy Corps may, in addition to any other remedies for such breach available at law or in equity, terminate this Agreement.

Termination and Remedies. 11.3.1 From and during the continuance of an Event of Default, the Non- Defaulting Party will be entitled to all remedies available at law or in equity, and may terminate this Agreement by notice to the other Party designating the date of termination and delivered to the Defaulting Party no less than fifteen (15) days before such termination date. The notice required under this Section 11.3 may be provided in the notice of default delivered pursuant to Section 11.1 (and does not have to be a separate notice), provided it complies with the terms of this Section 11.3. 11.3.2 If PacifiCorp is the Defaulting Party, then: (a) Seller must provide copies of such termination notice to the notice addresses of the then-current President and General Counsel of PacifiCorp by registered overnight delivery service or by certified or registered mail, return receipt requested; and (b) Seller’s termination notice must state prominently in type font no smaller than 14-point capital letters that “THIS IS A TERMINATION NOTICE UNDER A PPA. YOU MUST CURE A DEFAULT, OR THE PPA WILL BE TERMINATED,” must state any amount alleged to be owed, and must include wiring instructions for payment. 11.3.3 From and after the date upon which Seller fails to remedy an Event of Default within the cure periods, if any, provided in this Agreement, and until PacifiCorp has recovered all damages incurred on account of such Event of Default by Seller, PacifiCorp may offset its damages against any payment due Seller. 11.3.4 Except in circumstances in which a remedy provided for in this Agreement is described as a Party’s sole or exclusive remedy, the Non-Defaulting Party may pursue any and all legal or equitable remedies provided by law, equity or this Agreement. The rights and remedies contemplated by this Section 11 are cumulative such that the exercise of one or more rights or remedies does not constitute a waiver of any other rights or remedies. 11.3.5 In the event of a termination of this Agreement: (a) Each Party must pay to the other Party all amounts due the other Party under this Agreement for all periods prior to termination, subject to offset by the Non- Defaulting Party against damages incurred by the Non-Defaulting Party. (b) The amounts due under this Section 11.3 must be paid within thirty

Termination and Remedies. In the event ENGINEER breaches any term and/or provision of this Contract the CITY shall be entitled to exercise any right or remedy available to it by this Contract, at law or equity, including without limitation, termination of this Contract and assertion of action for damages and/or injunctive relief. The exercise of any right or remedy shall not preclude the concurrent or subsequent exercise of any other right or remedy and all other rights and remedies shall be cumulative.

Termination and Remedies. (a) If Purchaser fails to consummate the purchase of the Property pursuant to this Agreement (for any reason other than termination hereof pursuant to a right granted to Purchaser in Sections 5, 6, 7, and 11 hereof), then Seller, as its sole remedy, shall have the right to terminate this Agreement by notifying Purchaser thereof, in which event Title Company shall deliver the Xxxxxxx Money to Seller as liquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder (except those indemnity and repair obligations of Purchaser stated herein to survive termination of this Agreement [the "SURVIVING OBLIGATIONS"]). (b) If Purchaser terminates this Agreement pursuant to Section 5, 6, 7, or 11 hereof, then Title Company shall return the Xxxxxxx Money to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except the Surviving Obligations. (c) If Seller breaches this Agreement prior to Closing or fails to consummate the sale of the Property pursuant to this Agreement (for any reason other than Purchaser's failure to perform its obligations hereunder or termination hereof by Purchaser in accordance with Section 12(b)), then Purchaser's sole and exclusive remedy is to either: (i) terminate this Agreement by giving written notice to Seller thereof, in which case Title Company shall return the Xxxxxxx Money to Purchaser and neither party hereto shall have any further rights or obligations hereunder (except the Surviving Obligations); or (ii) enforce specific performance of the obligations of Seller hereunder. (d) Seller and Purchaser hereby acknowledge and agree that they have included the provision for payment of liquidated damages in Section 12(a) because, in the event of a breach by Purchaser, the actual damages to be incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible accurately to measure. (e) Nothing in this Section shall be construed as preventing either party from obtaining injunctive relief from violation of this Agreement by the other party under circumstances in which injunctive relief would be available under applicable law.

Termination and Remedies. 65 11.1. Termination.......................................................................................65 11.2.

Termination and Remedies. From and during the continuance of an Event of Default, the non-defaulting Party shall be entitled to all remedies available at law or in equity, and may terminate this Agreement by notice to the other Party designating the date of termination and delivered to the defaulting Party no less than one (1) Business Day before such termination date. The notice required by this Section 11.3 may be provided in the notice of default (and does not have to be a separate notice) so long as it complies with all other terms of this Section 11.

Termination and Remedies a. If Purchaser fails to consummate the purchase of the Property pursuant to this Agreement for any reason other than termination hereof pursuant to a right granted to Purchaser in Sections 6, 7, 8, 11 and 13 hereof, then Seller, as its sole remedies, shall have the right to: (i) terminate this Agreement by notifying Purchaser thereof, in which event Title Company shall deliver the Earnxxx Xxxey to Seller as liquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder, or (ii) enforce specific performance of the obligations of Purchaser hereunder. b. If Purchaser terminates this Agreement pursuant to Section 6, 7, 8, 11 or 13 hereof, then Title Company shall return the Earnxxx Money to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder. c. If Seller fails to consummate the sale of the Property pursuant to this Agreement for any reason other than termination hereof pursuant to Section 13, Purchaser's failure to perform its obligations hereunder or termination hereof by Purchaser in accordance with Section 12(b), then Purchaser, as its sole remedies, shall have the right to: (i) terminate this Agreement by notifying Seller thereof, in which case Title Company shall return the Earnxxx Xxxey to Purchaser and neither party hereto shall have any further rights or obligations hereunder; or (ii) enforce specific performance of the obligations of Seller hereunder. d. Seller and Purchaser hereby acknowledge and agree that they have included the provision for payment of liquidated damages in Section 12(a) because, in the event of a breach by Purchaser, the actual damages to be incurred by Seller can reasonably expected to approximate the amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible accurately to measure.

Termination and Remedies. Either party may unilaterally terminate this Agreement, in whole or in part, for any reason whatsoever or no reason at all, by notice in writing to the other party delivered at least thirty (30) days prior to the effective date of the termination.

Termination and Remedies. This Agreement remains in effect until terminated in accordance with this section. Either party may terminate by providing the other party thirty (30) days written notice of its intent to terminate for convenience. NWEA may terminate immediately without prior notice to Subscriber upon Subscriber’s breach of this Agreement. NWEA may seek any legal or equitable remedy available against Subscriber for breach of the terms of this Agreement, including without limitation, injunctive relief and specific performance. After termination of the Agreement, NWEA shall continue to maintain Student Education Records until: (i) NWEA receives Subscriber’s written request to destroy Student Education Records via email to xxxxxxxxxxxxx@xxxx.xxx that includes requestor's name, title, contact information, name of requesting school or entity with NCES #, and attestation that Subscriber is duly authorized and has legal capacity to execute the request; and (ii) NWEA confirms the information in Subscriber’s written request. Thereafter, NWEA shall destroy the Student Education Records without undue delay or as otherwise required under applicable state law. Subscriber understands and agrees that if NWEA destroys Subscriber’s Student Education Records, NWEA will not be able to provide such data to Subscriber after its destruction.

Termination and Remedies. 7.01 If Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller, within ten (10) days of written notification of such failure, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller. Purchaser shall have the right to seek and enforce all rights and remedies available at law or in equity to a contract vendee, including the right to seek specific performance of this Agreement. 7.02 If the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby or otherwise fails to perform any of the terms, covenants and conditions of this Agreement as required on the part of Purchaser to be performed. then within ten (10) days of written notification of such failure, provided Seller is not in default, as Seller's sole remedy, Seller shall have the right to terminate and cancel this Agreement by giving written notice thereof to Purchaser, whereupon the cost of One Thousand Dollars ($1,000.00) shall be paid to Seller as liquidated damages which shall be Seller's sole and exclusive remedy, and neither party shall have any further liability or obligation to the other except as set forth in paragraphs 5.03 (Inspection Period) and 12.01, (Real Estate Brokers), hereof. The parties acknowledge and agree that Seller's actual damages in the event of Purchaser's default are uncertain in amount and difficult to ascertain; however, Ordinance 02-63 dictates that administrative costs be limited to the greatest extent possible and the recovery of unnecessary administrative costs meets the purpose of the ordinance. The foregoing liquidated damages amount was reasonably determined by mutual agreement between the parties based on such costs, and said sum was not intended to be a penalty in nature. 7.03 The parties acknowledge that the remedies described herein and in the other provisions of this Agreement provide mutually satisfactory and sufficient remedies to each of the parties, and take into account the peculiar risks and expenses of each of the parties.