Breach Default and Remedies Clause Samples
Breach Default and Remedies. 18.1 Licensee Project-, Sales Facility-, and Member Service Center-Level Breaches, Defaults, and Remedies.
A. The Project-, Sales Facility-, and Member Service Center-level breaches listed in (i) through (viii) below are deemed to be material breaches for which Licensee may be placed in default with respect to any Project, Sales Facility, or Member Service Center, as applicable, hereunder if (x) Licensor gives Licensee notice of the breach that provides the applicable cure period for the applicable breach (or such greater number of days given by Licensor in its sole discretion or required by Applicable Law) and (y) Licensee fails to cure the breach in the time and manner specified in the notice of breach or as specifically provided in this Section 18.1.A. If Licensee fails to cure the breach and is placed in default, then Licensor may exercise the applicable remedy for the specific default as set forth below:
(i) If execution is levied against any Project or Licensee in connection with such Project in connection with a final, non-appealable judgment for the payment of an amount in excess of $10,000,000 (as adjusted annually after the Effective Date by the GDP Deflator), or a suit to foreclose any lien, mortgage, or security interest (except for foreclosures with respect to consumer financing on Member interests in ▇▇▇▇-▇▇▇▇▇▇▇ Destination Club Units or ▇▇▇▇-▇▇▇▇▇▇▇ Residential Units and except for mechanics liens that are placed on such Project in the ordinary course of business) on such Project or any property necessary for the operation of such Project in accordance with Brand Standards, is initiated and not vacated within ninety (90) days, then Licensor may issue of notice of breach to Licensee with respect to such Project. Licensee shall have thirty (30) days following notice of breach to post a bond or provide other financial assurances reasonably acceptable to Licensor that such Project can continue to operate as part of the MVW ▇▇▇▇-▇▇▇▇▇▇▇ Business in accordance with this Agreement. If Licensee fails to obtain such bond or provide adequate financial assurances, then Licensor may issue a notice of default and terminate Licensee’s rights to operate such Project as part of the MVW ▇▇▇▇-▇▇▇▇▇▇▇ Business immediately upon notice to Licensee and/or exercise any of the other remedies under Section 18.1.B;
(ii) Except where the failure to meet the applicable thresholds for performance under the Quality Assurance Audit System at such Project is as a result o...
Breach Default and Remedies. 12 21.1 Default ..................................................... 12 21.2 Remedies .................................................... 12
Breach Default and Remedies. The covenants and agreements herein shall be conditions as well as covenants, and breach of any of them, including (i) the failure to pay rent when due, or (ii) the vacation of the Premises or (iii) the abandonment of the business proposed for the Premises for a period greater than 14 days regardless of the payment of rent (this shall include the failure to be open for business for any consecutive 14 day period), or (iv) the failure to comply with any term, provision or covenant of the Lease other than payment of rent, and subsequent failure to cure within 14 days written notice thereof to Tenant, or (v) any act or omission that allows a lien to be filed against the Premises, or (vi) the Tenant or any Guarantor shall become insolvent, or (vii) the making of an assignment for the benefit of the creditors by Tenant or any Guarantor, or the appointment of a receiver for Tenant or any Guarantor, or the filing of a petition by the Tenant or any Guarantor for reorganization, or relief of debtors, or a voluntary petition in bankruptcy, or adjudication of bankruptcy of Tenant or any Guarantor, whether voluntary or involuntary, shall constitute a default on the part of Tenant. Upon default by Tenant, the Landlord shall, at its option have the following remedies:
(a) Landlord may terminate the Lease and take possession of the Premises; (b) terminate the Lease and recover damages in an amount equal to the unpaid future rent or in any greater amount permitted by law; (c) terminate Tenant’s right to possession without terminating the Lease or obligation to pay rent, whereupon Tenant shall pay Landlord all unpaid rent for the entire Term of the Lease and Landlord shall endeavor to lease the Premises for the account of Tenant, and any reasonable expense of reletting, remodeling or repair shall be charged against the rent received on reletting; (d) any other remedy permitted by Federal or State law. The remedies granted to Landlord shall be cumulative, and exhaustion of one shall not preclude Landlord from resorting to another. In each and every instance of default, and while the same continues, Landlord may re-enter the Premises, using all necessary force, and Tenant’s right to enter said Premises shall be suspended, and in order to effectuate such re-entry and suspension, Landlord may change locks on the doors of the Premises and exclude Tenant from the Building until any and all defaults are cured by Tenant. Such re-entry and suspension, and the changing of locks, shal...
Breach Default and Remedies. 19.01 Me following shall constitute events of default:
(a) Tenant's failure to pay rent or any other amount due under this Lease within five (5) days after notice of nonpayment; provided, however, that such failure shall constitute an event of default without notice if Landlord has given notice of a similar failure more than two (2) times within the previous twelve (12) months.
(b) Tenant's failure to execute, acknowledge and return an estoppel certificate under Article 16, within fifteen (15) days after request.
(c) Tenant's failure to perform any other obligation under this Lease within fifteen (15) days after notice of nonperformance; provided, however, that such failure shall constitute an event of default without notice if Landlord has given notice of a similar failure more than two (2) times within the previous twelve (12) months; and further provided that if the breach is of such a nature that it is reasonably curable but cannot be cured within such fifteen (15) day period, Tenant shall have such additional time as is reasonably necessary to cure such default only if and so long as such cure is commenced promptly and diligently pursued to completion; and further provided that in the event of a breach involving an imminent threat to health or safety, Landlord may in its notice of breach reduce the period for cure to such shorter period as may be reasonable under the circumstances.
(d) Tenant vacates, abandons, or otherwise ceases to use the Premises on a substantial continuing basis except temporary absence excused by reason of fire, casualty, failure of Building services or other cause wholly beyond Tenant's control.
(e) Any goods, chattels or equipment of Tenant is taken in execution ' or in attachment or if a writ of execution is issued against Tenant or Tenant or any guarantor becomes insolvent or commits an act of bankruptcy or becomes bankrupt or takes the benefit of any statute that may be in force for bankrupt or insolvent debtors or becomes involved in voluntary or involuntary winding-up proceedings or if a receiver shall be appointed for the business, property, affairs-or revenues of Tenant or any guarantor (provided, however that in the case of involuntary proceedings, Tenant shall have sixty (60) days to cause them to be dismissed), or Tenant makes a bulk sale of its goods or moves or commences, attempts or threatens to move its goods, chattels and equipment out of the Premises other than in the normal course of its business.
19.02 Upon t...
Breach Default and Remedies. Lessee is in breach and default under this Lease Agreement if Lessee fails to timely perform its duties and obligations under this lease. Lessor must give the Lessee written notice of the breach or default. If ▇▇▇▇▇▇ fails or refuses to remedy the condition of the breach or default for a period of thirty (30) days Lessor may terminate this Lease Agreement by providing written notice of intent to terminate and the effective date of termination. The failure of Lessor to enforce rights provided in this Lease Agreement will not act as a waiver of the right to enforce such rights in the future.
Breach Default and Remedies. (a) Breach by County. County is in breach or default of this Use Agreement if it fails to perform any of duties or obligations of this Use Agreement. The Representative must give the County written notice of the breach or default. If the County fails or refuses to remedy the condition of the breach or default for a period of thirty (30) days the Representative may at its option:
(i) Withhold monthly use fee payments until the breach or default is cured or corrected;
(ii) Terminate the Use Agreement by providing written notice of intent to terminate and the effective date of termination;
(iii) Take reasonable action necessary to correct the breach or default and deduct the costs incurred by the Representative from payments due or to become due under this Use Agreement; or
(iv) Take other legal action as provided by law for breach or default of this Use Agreement.
(b) Breach by the Representative. The Representative is in breach and default under this Use Agreement if the Representative fails to make payments when due or fails to timely perform its duties and obligations under this Use Agreement. The County must give the Representative written notice of the breach or default. If the Representative fails or refuses to remedy the condition of the breach or default for a period of thirty (30) days the County may at its option:
(i) Terminate the Use Agreement by providing written notice of intent to terminate and the effective date of termination.
(ii) Take other legal action as provided by law for breach or default of this Use Agreement.
Breach Default and Remedies. 43 11.1 EVENTS OF BREACH 43 11.2 EVENTS OF DEFAULT 46 11.3 RIGHT TO TERMINATE UPON DEFAULT 47 11.4 POSSESSION OF PROPERTY UPON TERMINATION 48 11.5 THE CITY’S REMEDIES CUMULATIVE: SPECIFIC PERFORMANCE 48 11.6 EXCUSE FROM PERFORMANCE 48 11.7 RIGHT TO DEMAND ASSURANCES OF PERFORMANCE 50 11.8 THE CITY’S RIGHT TO PERFORM UPON DEFAULT 50 11.9 CONTRACTOR SHALL PROTECT FRANCHISE 51 ARTICLE 12. OTHER AGREEMENTS OF THE PARTIES 51 12.1 RELATIONSHIP OF PARTIES 51 12.2 COMPLIANCE WITH APPLICABLE LAW 52 12.3 GOVERNING LAW 52 12.4 JURISDICTION 52 12.5 CONTRACTOR ASSIGNMENT 52 12.6 MEDIATION AND BINDING ARBITRATION 54 12.7 SUBCONTRACTING 55 12.8 BINDING ON SUCCESSORS 55 12.9 TRANSITION TO THE NEXT CONTRACTOR 55 12.10 PARTIES IN INTEREST 55 12.11 WAIVER 55 12.12 CONDEMNATION 55 12.13 NOTICE 56 ARTICLE 13. MISCELLANEOUS AGREEMENTS 56 13.1 ENTIRE AGREEMENT 56 13.2 SECTION HEADINGS 56 13.3 REFERENCES TO LAWS 56 13.4 REFERENCE TO DAYS 56 13.5 INTERPRETATION 57 13.6 AMENDMENT 57 13.7 SEVERABILITY 57 13.8 COUNTERPARTS 57 13.9 MISCELLANEOUS 57 13.10 EXHIBITS 59 Appendix 1 – Alameda County Industries, Inc. - Qualifications, Ownership, and Responsibilities of Active Shareholders Appendix 2 – Refuse from City Facilities and City Events Exhibit A – Rate Comparison Process at 5, 10, and 15 Years Exhibit B – Inventory of Equipment Exhibit C – Form of Promissory Note Exhibit D – Transition Plan Exhibit E – Operational Standards Exhibit F – Schedule of Rates Exhibit G – Construction and Demolition Debris Model Ordinance Exhibit H – Performance Bond
Breach Default and Remedies. 17
7.1 Tenant’s Default 17 7.2 Landlord’s Remedies 18 7.3 Waiver of Breach 19 7.4 Force Majeure 19 7.5 Landlord’s Equity in Project 20 7.6 Damage or Theft of Personal Property 20 7.7 Landlord’s Lien 20 7.8 Indemnification by Tenant 20
Breach Default and Remedies. 48 9.01 Events of Breach 48 9.02 Events of Default 49
Breach Default and Remedies. 14 20. NOTICES...........................................................15 21.