Default and Termination. (a) In the event that the Property has been sold contrary to or any person bids in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (b) If the Purchaser defaults in complying with any of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest. (d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
Appears in 62 contracts
Sources: Facility Agreement, Facility Agreement, Facilities Agreement
Default and Termination. A. If Lessee defaults in the performance of any terms of this Agreement and that default remains for a period of thirty (a30) In days after written notice of default to Lessee at Lessee’s address above, Lessor may terminate this Agreement or declare the event that full amount of rent remaining to be paid hereunder due and, in the Property has been sold contrary to or any person bids in contravention former event, may re-enter and repossess all of the provisions in Clauses 2 premises, with process of law, and 3 above, then such sale remove Lessee and require Lessee to remove the hangar and personal property from the premises. Lessor may also use any manner allowed by law to regain possession of the premises including but not limited to forcible entry and detainer under the laws of the State of Wyoming and Lessee shall be cancelled subject to eviction and become null removal with process of law. Lessor shall also be entitled to recover all costs, rental fees, attorney fees and void expenses due Lessor by ▇▇▇▇▇▇.
B. Upon termination of this Agreement, whether by expiration of the term or through termination, the Lessee shall within sixty (60) days from date of notice remove all personal property from the premises. If Lessee does not remove such property within sixty (60) days after the termination or expiration of this Agreement, Lessor may sue Lessee in any manner allowed by law to evict Lessee and of no further effect wherein all monies paid by such property including but not limited to forcible entry and detainer and eviction. Lessor shall have a lien on such property and may foreclose on the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited same pursuant to the Assignee/Bank absolutely and immediatelylaws of the State of Wyoming.
(b) If C. Neither party shall be held to be in breach of the Purchaser defaults in complying with Agreement because of any failure to perform any of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (obligations hereunder if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that said failure is due to any act of default and/or omission cause for which it is not responsible and over which it has no control. However, this shall not apply to failure by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded Lessee to the Purchaser free of interestpay rental fees or other charges pursuant to this Agreement.
(d) If in the meanwhile the Purchaser has entered into D. Upon termination or expiration of this Agreement, and provided a new lease is not negotiated pursuant to paragraph four, said ▇▇▇▇▇▇ agrees to surrender and deliver up possession of the Propertypremises to Lessor, then and ▇▇▇▇▇▇ shall have the Purchaser is liable at own costs right to reinstate remove the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days hangar from the date of notification of such termination failing which premises providing it leaves the Purchaser shall pay premises in the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps same or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out better condition as when entered upon by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter Lessee; in the event there Lessee does not remove the hangar within a period of one hundred eighty (180) days after the termination or expiration of this Agreement Lessor may sue Lessee in any manner allowed by law to evict ▇▇▇▇▇▇ and ▇▇▇▇▇▇’s hangar from the land including but not limited to forcible entry and detainer and eviction. “Same or better condition” means that the hangar foundation, floor or apron should be left in-place if it is any residuein suitable condition for use with a new hangar but should be removed from the premises if it is not.
E. This Agreement may also be terminated upon mutual written agreement by the parties.
F. The parties are entitled to all rights pursuant to the laws of the State of Wyoming regarding unlawful entry and detainer, the said residue shall be refunded to foreclosure of liens, and the Purchaser free power of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchasereminent domain.
(e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
Appears in 26 contracts
Sources: Hangar Space Land Lease Agreement, Hangar Space Land Lease Agreement, Hangar Space Land Lease Agreement
Default and Termination. (a) In the event that the Property has been sold contrary to or any person bids in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank Assignee absolutely and immediately.
(b) If the Purchaser defaults in complying with any of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank Assignee may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank Assignee absolutely and immediately.
(c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank Assignee or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest.
(d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank Assignee within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank Assignee interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank Assignee reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank Assignee shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank Assignee failing which the Assignee/Bank Assignee shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank Assignee verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
(e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank Assignee with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same.
(g) The Assignee/Bank Assignee shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank Assignee at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank Assignee shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank Assignee verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
Appears in 8 contracts
Sources: Facility Agreement, Facilities Agreement, Facility Agreement
Default and Termination. (a) In the event that Seller becomes unable to meet the Property has been sold contrary delivery deadline contained in the Purchase Order, or is unable to or any person bids in contravention perform to the terms of the provisions Purchase Order for any reason, Seller must notify Buyer in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and writing immediately.
(b) If the Purchaser defaults in complying with any of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(c) . In the event of default by Seller in the sale being set aside performance of any obligations hereunder, Buyer may, at its option, cancel the Purchase Order without penalty or liability and may hold Seller responsible for any reason whatsoever by all damages arising out of such default. Default shall be deemed to occur if, in the Assignee/Bank or by an Order reasonable opinion of Court (Buyer, Seller is unable to comply with its obligations under the Purchase Order. Buyer may, at its option, for reasons other than that due Seller’s default, terminate or suspend the Purchase Order, in whole or in part, and Seller shall stop all performance hereunder, except as otherwise directed by Buyer. Seller shall promptly advise Buyer of the quantities of goods and raw materials on hand or purchased prior to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void termination and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price most favorable disposition that Seller can make thereof. Seller shall be refunded comply with any instructions of Buyer regarding disposition of goods and raw materials. Seller shall submit to the Purchaser free Buyer written notice of interest.
(d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs its intention to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank submit claims based upon such termination within fourteen (14) 15 days from the date of notification notice of termination, and all such termination failing which the Purchaser claims shall be made in detail and substantiated by bills, receipts, and similar documents within 30 days thereafter, or such claims shall be waived. Buyer shall pay Seller the Assignee/Bank interest at agreed price for services properly rendered, the rate order price of [10% per annum] on finished goods accepted by Buyer, and the total Purchase Price calculated on daily basis from the date cost to Seller, excluding profits and losses, of such notification work in progress and raw materials relating to the date of actual delivery of vacant possession and Purchase Order. Buyer reserves the Assignee/Bank reserves its right to take all further necessary steps verify such claims at any reasonable time by inspecting and auditing the records, facilities, work or actions materials of Seller relating to recover the Purchase Order. Buyer will make no payments for finished work, work in progress, or resume possession raw materials fabricated or procured by Seller unnecessarily in advance or in excess of Buyer’s delivery requirements under the Property at Purchase Order. Notwithstanding the Purchaser's costs and expensesabove, payments made under this section shall not exceed the aggregate price specified in the Purchase Order, less any payments made or to be made. In Payment provided under this paragraph shall constitute Buyer’s only liability in the event the sale Purchase Order is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaserterminated.
(e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
Appears in 5 contracts
Sources: Purchase Order Agreement, Purchase Order Agreement, Purchase Order Agreement
Default and Termination. If:
(a) In the event that the Property has been sold contrary to Tenant or any person bids in contravention of the provisions in Clauses 2 and 3 aboveTenant's Guarantor, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise statedor its executors, be forfeited administrators, or assigns, will generally not pay its debts within a reasonable and customary time after they become due or will admit in writing its inability to pay its debts, or will make a general assignment for the Assignee/Bank absolutely and immediately.benefit of creditors; or
(b) If the Purchaser defaults in complying with any of these Conditions of Sale Tenant or in payment of any sums payableTenant's Guarantor, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise statedwill commence any case, be forfeited proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to the Assignee/Bank absolutely and immediately.bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property; or
(c) In the event Tenant or Tenant's Guarantor, if any, will take any corporate, partnership or other action to authorize or in furtherance of any of the sale being actions set aside for any reason whatsoever by the Assignee/Bank forth above in subsection (a) or by an Order of Court (other than that due to any act of default and/or omission by the Purchaserb), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest.; or
(d) If in the meanwhile the Purchaser has Any case, proceeding or other action against Tenant or Tenant's Guarantor, if any, will be commenced seeking to have an order for relief entered into possession against it as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of the Propertyit or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, and such case, proceeding or other action remains undismissed or unstayed for a period of sixty (60) days, then the Purchaser is liable at own costs to reinstate the Property it will be a default hereunder and thereafter peaceably to yield up vacant possession this Lease and all rights of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from Tenant hereunder will automatically cease and terminate as if the date of such notification to event were the original expiration date of actual delivery of vacant possession this Lease and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs Tenant will vacate and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
(e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the samePremises but will remain liable as herein provided.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
Appears in 2 contracts
Sources: Lease (Polycom Inc), Lease (Picturetel Corp)
Default and Termination. (a1) If either Party fails to perform any obligation required to be performed hereunder, the non-defaulting Party may give the defaulting Party notice to remedy the default, and if the defaulting Party does not commence to remedy the default within thirty (30) days after receiving the notice and proceed diligently and continuously to remedy it, the non-defaulting Party may by notice to defaulting Party in writing terminate this Agreement.
(2) If, as a result of the Action or any breach of the representations, warranties and covenants contained herein, whether such a breach is the result of the actions of Pinnacle or any of the Affiliates, or if Pinnacle or any of the Affiliates is no longer entitled to the ownership of SFD Technology and the right to utilize the SFD Technology is granted to any other person other than as provided in clause 5(a), Encal may terminate this Agreement by providing written notice of same to Pinnacle.
(3) In the event that the Property has been sold contrary to or this Agreement is terminated as provided in this clause, any person bids in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid lands owned jointly by the Purchaser hitherto including Parties hereto shall continue to be governed by the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediatelyOperating Procedure or applicable Third Party Agreement.
(b4) If Subject to clause 10 hereof, should Pinnacle fail to pay its proportionate share of any cash calls or authorities for expenditure issued and delivered by Encal to Pinnacle in relation to a test well, or any other operations on an Exploratory Prospect, then, at the Purchaser defaults option of Encal, Encal may treat the non-payment as a lien on production in complying favour of Encal pursuant to the applicable operating procedure or may elect to treat the non-paid amount and any applicable interest thereunder as a debt due and owing from Pinnacle to Encal which may be collected by Encal in accordance with any provisions of these Conditions law or equity and, Encal shall have the right to set-off the subject debt and any interest or penalty amounts owing against any other amounts payable or paid by Pinnacle to Encal including any production on any other lands under the terms of Sale this Agreement or in payment of any sums payableamounts payable under a Royalty Agreement, then or under the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation terms of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited Operating Procedure applicable to the Assignee/Bank absolutely and immediatelyany such lands.
(c5) In Should Encal fail to pay its proportionate share of any cash calls or authorities for expenditure in relation to a test well, or any other operations on any Exploratory Prospect, then, at the event option of Pinnacle, Pinnacle may treat the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order non-payment as a lien on production in favour of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded Pinnacle pursuant to the Purchaser free applicable operating procedure or may elect to treat the non-paid amount and any applicable interest thereunder as a debt due and owing from Encal to Pinnacle which may be collected by Pinnacle in accordance with any provisions of interest.
(d) If in law or equity and, Pinnacle shall have the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off the subject debt and any interest or penalty amounts owing against any other amounts paid by Encal to Pinnacle including any production on any other lands under the monies paid herein towards account terms of this Agreement or any amounts payable under a Royalty Agreement, or under the terms of the Purchase Price and thereafter in the event there is Operating Procedure applicable to any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaserlands.
(e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
Appears in 2 contracts
Sources: Exploration Joint Venture Agreement (Pinnacle Oil International Inc), Exploration Joint Venture Agreement (Pinnacle Oil International Inc)
Default and Termination. (a) 5.1 If the Subcontractor defaults or neglects to carry out the Work in accordance with this Subcontract and fails within two working days after receipt of written notice from the Contractor to commence and continue correction of such default or neglect with diligence and promptness, the Contractor may, without prejudice to any other remedy the Contractor may have, make good such deficiencies and may deduct the cost thereof from the payments then or thereafter due the Subcontractor.
5.2 If the Subcontractor persistently or repeatedly falls or neglects to carry out the Work in accordance with the Subcontract Documents or otherwise to perform in accordance with this Agreement and fails within two working days after receipt of written notice to commence and continue correction of such default or neglect with diligence and promptness, the Contractor may, after two working days following receipt by the Subcontractor of an additional written notice and without prejudice to any other remedy the Contractor may have, terminate the Subcontract and finish the Subcontractor's Work by whatever method the Contractor may deem expedient.
5.3 In the event that the Property has been sold contrary Contractor shall elect to or any person bids in contravention of the provisions in Clauses 2 and 3 aboveproceed as provided under Paragraph 5.2 hereof, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(b) If the Purchaser defaults in complying with any of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest.
(d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
(e) Subject as aforesaid, the Purchaser Subcontractor shall not be entitled to nor have receive any payment under the Subcontract which might otherwise be due it until the Work shall be finished and payment in full therefor shall be made by Owner to Contractor, at which time, if the unpaid balance of the amount to be paid under this Subcontract shall exceed the expenses incurred by Contractor in completing and correcting Subcontractor's Work, plus any costs and damages sustained by Contractor by reason of such failure or further reimbursementslack of performance by Subcontractor, claimsincluding but not limited to delay damages, demands or legal recourses attorney's fees, costs of action or remedies whatsoever administration, and a reasonable allowance for overhead and profit, such excess shall be paid by Contractor to Subcontractor, but if such expense plus costs and damages shall exceed such unpaid balance, Subcontractor and its surety shall be liable to Contractor for such deficiency. A determination of default made by Contractor in nature good faith under the belief that a default exists under the terms hereof, shall be conclusive on the fact of such default and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereofContractor’s right to proceed as herein provided.
(f) 5.4 The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stampedContractor may, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a any time, place terminate the Subcontract for the Contractor’s convenience and reserve price to be fixed without cause. Upon receipt of written notice from the Contractor of such termination the Subcontractor shall (a) cease operations as directed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency Contractor in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.notice;
Appears in 2 contracts
Sources: Subcontract Agreement, Subcontract Agreement
Default and Termination. In the event Mallards shall default in any of the amounts due to City as set forth in this Agreement or in the observance of any of the covenants, agreements, commitments, or conditions herein contained, and any such default shall continue unremedied for a period of fifteen (15) days after written notice thereof to Mallards, or (a) In Mallards shall make an assignment of its property for the event that the Property has been sold contrary to benefit of creditors, or any person bids in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(b) If the Purchaser defaults in complying with any of these Conditions of Sale Mallards shall petition a court to be adjudged a bankrupt, or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale if a petition in bankruptcy shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest.
filed in any court against Mallards for more than thirty (30) days, or (d) If in the meanwhile the Purchaser has entered into possession if Mallards be judicially determined to be insolvent, or (e) Mallards shall be adjudged a bankrupt, or (f) if a receiver or other officer shall be appointed to take charge of the Propertywhole or any part of Mallards' property or to wind up or liquidate it affairs, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession or (g) if Mallards shall seek a reorganization under any of the Property terms of the National Bankruptcy Act, as amended, or under any other insolvency law, or (h) Team shall admit in writing its inability to the Assignee/Bank within fourteen pay its debts as they become due, or (14i) if any final judgment shall be rendered against Mallards and remain unsatisfied for a period of thirty (30) days from the date on which it becomes final; or (j) if Mallards shall abandon the facility, City may, at its option and in addition to all other rights and remedies which it may have at law or in equity against Mallards, including expressly the specific enforcement hereof, forthwith have the cumulative right to immediately terminate this Agreement and all rights of notification the Mallards hereunder and require payment of the Performance bond as set forth in Section 12.c.; but such receipt of payment from the performance bond and/or cancellation shall not constitute a cancellation or a waiver by the City of the remainder of the total amounts payable to City, or for any damages or losses for the unexpired portion of the demised term which may be sustained by the City on account of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves default, assignment, insolvency, adjudication, or other default as provided hereinabove in this Section, including any expenses incurred in exercising its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expensesrights in this Agreement. In the event of lapse of insurance policies or coverage and protection as required by this Agreement City may, without notice of default, declare this Agreement terminated. Mallards shall have no access rights to or use of Ballpark unless all insurance policies required by this Agreement are in full force and effect. In the sale is terminated for any reason whatsoeverevent of default as defined in this Section, City may declare the Assignee/Bank shall not be liable to present value (discounted at the Purchaser prime rate of Citicorp Bank, N.A.) of the balance of the Game Rental Fee for the cost term of any improvements Agreement immediately due and payable and if not paid within ten (10) days after written notice to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residueMallards, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover immediate payment from the same. For this purpose a certificate duly signed by an officer surety of the Assignee/Bank verifying entire unpaid balance of the amount rent due as well as other costs incurred by City. In the event of such costs termination of this Agreement for default, Mallards may make no claim for compensation for the capital improvements furnished under Section 8.b. and expenses the Improvement Agreement and City shall retain title and ownership of the said Ballpark, together with all buildings and improvements thereon, without any payment whatsoever to Mallards. No improvements, buildings or fixtures shall be accepted by removed from the Purchaser as correct and conclusive. It shall be deemed final and binding upon above-described Ballpark during the Purchaser.
(e) Subject as aforesaidterm of this Agreement or renewal period of this Agreement without the written consent of City, the Purchaser shall not be entitled to nor have except any equipment or further reimbursements, claims, demands or legal recourses trade fixtures of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents Mallards which Mallards lawfully removes prior to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum termination of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the samethis Agreement.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
Appears in 2 contracts
Sources: Use Agreement, Use Agreement
Default and Termination. (a) In Sublessee covenants and agrees that in the event that it shall default in the Property has been sold contrary to or performance of any person bids in contravention of the provisions in Clauses 2 terms, covenants and conditions of this Sublease or of the Lease, including without limitation, the (i) failure by Sublessee to pay to Sublessor any sums payable pursuant to Section 3 aboveof this Sublease as and when such sums are due and payable and (ii) occurrence of a default under Article 27 of the Lease, then such sale Sublessor shall be cancelled entitled to exercise any and become null all of the rights and void remedies to which it is entitled by law, including, without limitation, the remedy of summary proceeding, and also any and all of no further effect wherein all monies paid by the Purchaser hitherto including rights and remedies specifically provided to the Deposit (together Landlord in the Lease, which are hereby incorporated herein and made a part hereof, with the interest (same force and effect as if any) earned thereon) shallherein specifically set forth in full, unless otherwise stated, be forfeited and that wherever in the Lease rights and remedies are given to the Assignee/Bank absolutely Landlord therein named, the same shall be deemed to refer to Sublessor. In addition, and immediatelynotwithstanding anything to the contrary contained in the Lease or this Sublease, wherever in Article 27 of the Lease a default thereunder is conditioned upon the passage of time or the giving of notice, or both, the Sublessee shall have five fewer days to cure such default than as stated in the Lease. By way of example and not limitation, if a default under the Lease is deemed to have occurred 30 days after notice to Sublessor, a default shall be deemed to have occurred under this Sublease 25 days after Sublessor provides notice thereof to Sublessee.
(b) If Notwithstanding any other provisions of this Sublease, upon the Purchaser defaults in complying occurrence of a Change of Control with any of these Conditions of Sale respect to the Sublessee, Sublessor or in payment of any sums payableSublessee may, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser upon six months' prior written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely other party, terminate this Sublease, and immediately.
(c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest.
(d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of if such termination failing which occurs Sublessee shall quit the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession Sublet Space, and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoeverin addition, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank Sublessor shall be entitled to take exercise any and all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying rights and remedies to which it is entitled by law, including, without limitation, the amount remedy of such costs summary proceeding, and expenses shall be accepted by also any and all of the Purchaser rights and remedies specifically provided to the Landlord in the Lease, which are hereby incorporated herein and made a part hereof, with the same force and effect as correct if herein specifically set forth in full, and conclusive. It that wherever in the Lease rights and remedies are given to the Landlord therein named, the same shall be deemed final and binding upon the Purchaser.
(e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause refer to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting PurchaserSublessor. For purposes of this purpose Section 15(b), a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It "Change in Control" shall be deemed final to occur on the first date on which ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and binding upon the Purchaser.his "Permitted Transferees" (as such term is defined
Appears in 1 contract
Sources: Sublease Agreement (General Chemical Industrial Products Inc)
Default and Termination. (aThe Sublessee shall be held in default under this Sublease when:
i) In Sublessee shall fail to make payments of the event that the Property has been sold contrary to royalties, taxes, or any person bids in contravention other monies herein provided to be paid by Sublessee when they are due and payable.
ii) Sublessee shall fail to keep, observe or perform any of the provisions covenants, agreements or conditions in Clauses 2 and 3 abovethis Sublease contained by or on the part of said Sublessee to be kept, then such sale observed or performed;
iii) Sublessee shall make an assignment for the benefit of creditors;
iv) Sublessee shall be cancelled adjudicated a bankrupt or file an application seeking bankruptcy; and/or
v) Sublessee shall suffer or permit a receivership of Sublessee's property; Upon the occurrence of one or more events of default, Sublessor may, at its option, forthwith declare this Sublease forfeited and become null and void and of no further effect wherein all monies paid by thereupon the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, same shall be forfeited to and all rights hereunder of Sublessee shall immediately cease and determine; provided, however, that said option may only be exercised under (i) and/or (ii) above if any such event(s) of default shall continue for a period of ten (10) days after written notice from Sublessor requiring the Assignee/Bank absolutely and immediately.
(b) If the Purchaser defaults in complying with any curing or remedying of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation default. All of the contract rights and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(c) In the event remedies of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale Sublessor shall be cancelled cumulative, and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest.
(d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable deemed to exclude Sublessor from any other legal or equitable remedy or remedies which it may have. Failure on the part of Sublessor to enforce any of the rights herein reserved by it on default for a period shall not operate as an estoppel or as a waiver against Sublessor or prevent it at any subsequent time from electing to exercise all or any of such rights for any subsequent default. Notwithstanding any provision in this Sublease to the Purchaser contrary, Sublessee shall be and at all times shall remain liable for mine closing and reclamation costs, including the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) perpetual or expenses to recover possession temporary treatment of the Property from the Purchaser water discharges; and Sublessee shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaserhold Sublessor harmless therefrom.
(e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
Appears in 1 contract
Default and Termination. If Lessee fails to pay any installment of rent within ten (a10) In days after the event due date, or to perform any other covenant under this Lease within thirty (30) days after written notice from Lessor stating the nature of such default, Lessor may cancel this Lease and re-enter and take possession of the Premises using all necessary force to do so; provided, however, that if the nature of such default (other than for nonpayment of rent) is such that the Property has been sold contrary same cannot reasonably be cured within such thirty-day period, Lessee shall not be deemed to be in default if Lessee shall, within such period, commence such cure and thereafter diligently pursue the same to completion. Notwithstanding such retaking of possession by Lessor, Lessee's liability for the rent provided herein shall not be extinguished for the balance of the term of this Lease. Upon such re-entry, Lessor may, without terminating this Lease, relet or attempt to relet, all or any person bids in contravention part of the provisions in Clauses 2 Premises upon such terms and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(b) If the Purchaser defaults in complying with any of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank conditions as Lessor may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereofdeem advisable, in which event all monies paid by the Purchaser hitherto including the Deposit (together rents received in connection with the interest (if any) earned thereon) shall, unless otherwise stated, such reletting shall be forfeited applied first to the Assignee/Bank absolutely expenses of reletting and immediately.
(c) In collection, including any necessary renovations and thereafter to payment of all sums due to or become due Lessor pursuant to the event terms of the sale being set aside this Lease, and if a sufficient amount shall not be thus realized to pay such charges, Lessee shall pay Lessor any deficiency monthly, and Lessor may bring an action for any reason whatsoever and all such monthly deficiencies as the same shall arise. Lessee hereby waives any and all claims for damages that may be caused by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled Lessor's re-entering and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest.
(d) If in the meanwhile the Purchaser has entered into taking possession of the PropertyPremises or removing and storing the property of Lessee as provided in this Lease, then the Purchaser is liable at own and Lessee will save Lessor harmless from any loss, costs to reinstate the Property or damages occasioned Lessor thereby, and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of no such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser re-entry shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest considered or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
(e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause construed to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the sameforcible entry.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
Appears in 1 contract
Default and Termination. 15.1. If the Purchaser:-
(a) In the event that the Property has been sold contrary fails to or pay any person bids amount in contravention terms of the provisions in Clauses 2 and 3 aboveContract of Sale, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.or
(b) If commits any breach of the Purchaser defaults in complying with any of these Conditions Contract of Sale or in payment the Rules, and should the Purchaser fail to remedy such breach within 7 (SEVEN) days of any sums payablethe date of delivery, then if delivered by hand, or receipt if posted by prepaid registered post, of a written notice calling on him to remedy such breach, or
(c) commits a repetition of such breach within a period of two months after having been warned by the Assignee/Bank may (Seller to desist therefrom, the Seller shall be entitled, without prejudice to its any other rights for specific performancewhich it may have at law or in terms hereof and at the Seller’s election, to :-
(i) treat such default as a repudiation cancel this Contract, and retain possession of the contract and terminate the sale by giving the Purchaser written notice thereofUNIT, in which event all monies amounts paid to the Seller or to the Conveyancers (including any amount paid in trust) shall be forfeited to and retained by the Seller as rouwkoop; alternatively if the Seller so elects he may recover any damages however incurred as a result of such cancellation (including any loss and expenses on a resale, whether by public auction or private treaty), in which case the amount or amounts paid to the Seller or the Conveyancers as aforesaid shall not be forfeited as rouwkoop but may be retained by the Seller by way of set off or partial set off against the damages claimed by the Seller or
(ii) claim immediate performance by the Purchaser hitherto including of all his obligations in terms of this Contract whether or not the Deposit (together due date for the performance shall otherwise have arrived.
15.2. Notwithstanding the foregoing, should the Seller exercise any of his rights in terms hereof and should the Purchaser dispute the Seller’s right to do so, then pending the determination of that dispute, the Purchaser shall continue to pay all amounts payable in terms of the Contract of Sale on the due date thereof, and to comply with all the interest (if any) earned thereon) shallterms hereof, unless otherwise stated, and the Seller shall be forfeited entitled to recover and accept such payments and/or other performance without prejudice to the Assignee/Bank absolutely Seller’s claim to have exercised its rights in terms hereof, and immediately.
(c) In in the event of the sale being set aside for any reason whatsoever by Seller succeeding in such dispute, the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale Seller shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded entitled to the Purchaser free of interest.
(d) If retain such amounts received in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser interim as payment for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused occupational rights exercised and/or enjoyed by the Purchaser in possession thereof) or expenses to recover possession the interim.
15.3. For all purposes of the Property from Contract of Sale, any act or omission on the Purchaser shall be deducted and set-off against part of any tenant, nominee or other person who occupies the monies paid herein towards account UNIT, or invitee of the Purchase Price and thereafter in the event there is any residuePurchaser, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by tenant, nominee or other person who occupies the Purchaser as correct and conclusive. It UNIT, or goes upon the Estate, shall be deemed final and binding upon to be an act or omission of the Purchaser.
(e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
Appears in 1 contract
Sources: Offer to Purchase
Default and Termination. In the event Mallards shall default in any of the amounts due to City as set forth in this Agreement or in the observance of any of the covenants, agreements, commitments, or conditions herein contained, and any such default shall continue unremedied for a period of fifteen (15) days after written notice thereof to Mallards and League by City, or (a) In Mallards shall make an assignment of its property for the event that the Property has been sold contrary to benefit of creditors, or any person bids in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(b) If the Purchaser defaults in complying with any of these Conditions of Sale Mallards shall petition a court to be adjudged a bankrupt, or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale if a petition in bankruptcy shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest.
filed in any court against Mallards for more than thirty (30) days, or (d) If in the meanwhile the Purchaser has entered into possession if Mallards be judicially determined to be insolvent, or (e) Mallards shall be adjudged a bankrupt, or (f) if a receiver or other officer shall be appointed to take charge of the Propertywhole or any part of Mallards' property or to wind up or liquidate it affairs, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession or (g) if Mallards shall seek a reorganization under any of the Property terms of the National Bankruptcy Act, as amended, or under any other insolvency law, or (h) Team Mallards shall admit in writing its inability to the Assignee/Bank within fourteen pay its debts as they become due, or (14i) if any final judgment shall be rendered against Mallards and remain unsatisfied for a period of thirty (30) days from the date on which it becomes final; or (j) if Mallards shall abandon the facility Ballpark, should League fail to exercise the option to assume Mallards’ rights and obligations under this Agreement within ten (10) business days of notification receiving notice of default from City as set forth herein, thereafter City may, at its option and in addition to all other rights and remedies which it may have at law or in equity against Mallards, including expressly the specific enforcement hereof, forthwith have the cumulative right to immediately terminate this Agreement and all rights of the Mallards hereunder and require payment of the Performance bond as set forth in Section 12.c.; but such receipt of payment from the performance bond and/or cancellation shall not constitute a cancellation or a waiver by the City of the remainder of the total amounts payable to City, or for any damages or losses for the unexpired portion of the demised term which may be sustained by the City on account of such termination failing which default, assignment, insolvency, adjudication, or other default as provided hereinabove in this Section, including any expenses incurred in exercising its rights in this Agreement. Notwithstanding the Purchaser foregoing, and as set forth in Section 24, before exercising any other rights against Mallards permitted to City under this Section 13 City shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date notify League in writing of such notification uncured default by Mallards, and League shall have ten (10) business days after receipt of such notice to cure any default by Mallards in payment of amounts due to City or make reasonable efforts to cure such breach, and any such payment by League of such amount due or reasonable efforts by League to make such payments or cure such breach shall constitute the date exercise by League of actual delivery its option to assume all of vacant possession Mallards’ rights and the Assignee/Bank reserves its right obligations set forth in this Agreement and League shall be deemed to take have assumed all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs Mallards’ rights and expensesobligations as set forth in this Agreement. In the event of lapse of insurance policies or coverage and protection as required by this Agreement, City may, without, shall give League written notice of such default and League shall have three (3) business days after receipt of such notice from City to provide insurance policies or coverage and protection as required by this Agreement. Should League fail to provide City with satisfactory evidence of it having placed such insurance policies or coverage and protection, thereafter City may, without further notice of default, declare this Agreement terminated. Mallards shall have no access rights to or use of Ballpark unless all insurance policies required by this Agreement are in full force and effect. In the sale is terminated for event of any reason whatsoeveruncured default as defined in this Section, City may declare the Assignee/Bank shall not be liable to present value (discounted at the Purchaser prime rate of Citicorp Bank, N.A.) of the balance of the Game Rental Fee for the cost term of any improvements Agreement immediately due and payable and if not paid within ten (10) days after written notice to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) Mallards or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
(e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (League as the case may be) , shall be recoverable entitled to immediate payment from the defaulting Purchaser. For this purpose a certificate duly signed by an officer surety of the Assignee/Bank verifying entire unpaid balance of the amount rent due as well as other costs incurred by City. In the event of such costs termination of this Agreement for default, Mallards may make no claim for compensation for the capital improvements furnished under Section 8.b. and expenses the Improvement Agreement and City shall retain title and ownership of the said Ballpark, together with all buildings and improvements thereon, without any payment whatsoever to Mallards. No improvements, buildings or fixtures shall be accepted by removed from the Purchaser above-described Ballpark during the term of this Agreement or renewal period of this Agreement without the written consent of City, except any equipment or trade fixtures of Mallards which Mallards lawfully removes prior to the termination of this Agreement.”
11. Section 15 of the Agreement is amended as correct and conclusive. It shall be deemed final and binding upon the Purchaser.follows:
Appears in 1 contract
Sources: Use Agreement
Default and Termination. Buyer may, by written notice of default to Seller, cancel all or any part of any Order, and/or may terminate these Terms and Conditions as a whole, without charge or penalty or exercise any other remedy provided to buyers of goods or procurers of services by law or in equity if Seller: (a) In fails to make delivery of the event that Products or Services within the Property has been sold contrary to time specified in any Order or any person bids in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
extension thereof; (b) If the Purchaser defaults in complying with fails to perform any of the obligations under these Terms and Conditions of Sale or any Order or in payment Buyer’s reasonable judgment it appears as Seller will be unable to fulfill such obligations, including, without limitation, the breach of any sums payable, then the Assignee/Bank may warranty provisions and Seller does not cure such failure within a period of two (without prejudice to its rights for specific performance2) treat days after receipt of notice from Buyer specifying such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
failure; or (c) In becomes insolvent or makes an assignment for the event benefit of creditors; or if there shall be instituted by or against Seller any proceedings under any bankruptcy, reorganization, arrangement, readjustment or debt or insolvency law in any jurisdiction; or if any application is made for the appointment of a receiver or trustee in respect of any of Seller’s property; or if in Buyer’s reasonable opinion any such action is likely to occur in the immediate future. If any actions in (c) above are made against Seller’s property, then Buyer may offset any monies owed to Seller to the extent Buyer is affected. Buyer may terminate an Order in whole or in part, and/or these Terms and Conditions for its convenience at any time upon notice to Seller. Seller shall, as directed by ▇▇▇▇▇, stop work and the placement of further orders or subcontracts, terminate work under orders and subcontracts outstanding, and take any necessary action to protect property in Seller’s possession in which ▇▇▇▇▇ has or may acquire an interest. Seller shall be entitled to reasonable termination costs (not including lost profits), which shall not exceed the percentage of the sale being set aside Order price reflecting the percentage of the work performed prior to the receipt of the notice of termination plus actual direct economic costs resulting from termination, provided that claims for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that payment due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest.
(d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank termination are asserted within fourteen (14) 45 days from the date of notification receipt of notice of such termination failing which and that Seller has fully complied with the Purchaser shall pay terms of this provision. Buyer may audit Seller’s books and records to determine termination costs. Buyer reserves the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps require the Seller to suspend deliveries of Products or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter Services in the event there is of any residuestrike, lockout, fire, accident, breakdown, delay or stoppage of Buyer’s business or work or part thereof beyond the said residue reasonable control of Buyer which prevents or hinders the use of the Products or Services, and payment therefor shall be refunded to the Purchaser free of interest postponed until such time as Products or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall Services may be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaserprovided.
(e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
Appears in 1 contract
Sources: Purchase Order Terms and Conditions
Default and Termination. If any one or more of the following events (hereinafter referred to as "Events of Default") shall occur:
(a) In If Tenant shall fail to make payment of any rent or additional rent or percentage rent when due and such default shall continue for a period of ten (10) days after notice from Landlord to Tenant specifying the event that the Property has been sold contrary to or any person bids items in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.default; or
(b) If default shall be made by Tenant in the Purchaser defaults in complying performance or compliance with any of these Conditions the agreements, terms, covenants or conditions in this Lease other than those referred to in 80 7 subparagraph (a) hereof for a period of Sale twenty (20) days after notice from Landlord to Tenant specifying the items in default, or in payment the case of any sums payablea default on a contingency which cannot with due diligence be cured within the said twenty (20) day period, then Tenant fails to proceed with the Assignee/Bank may said twenty (without prejudice 20) day period to its rights for specific performance) treat cure the same and thereafter to proceed with the curing of such default with due diligence (it being the intention hereby in connection with a default not susceptible of being cured with due diligence within the said twenty (20) day period that the time within which to cure the same be extended for such period of time as a repudiation may be necessary, exercising all due diligence, to complete the same); then and in any such event Landlord at any time thereafter may give written notice to Tenant specifying such Event or Events of Default and stating that this Lease and the contract term hereof shall expire and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest.
(d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from on the date of notification of specified in such termination failing notice, which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
(e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same.
(g) The Assignee/Bank shall be at liberty to put up least ten (10) days after the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount giving of such costs notice, and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaserdate specified in such notice this Lease and the term hereof and all rights of Tenant under this Lease including any renewal privileges, whether or not exercised, shall expire and terminate, and Tenant shall remain liable as hereinafter provided.
Appears in 1 contract
Sources: Lease (Versus Technology Inc)
Default and Termination. (a) If any Underwriter shall default in its obligation to purchase the Shares that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other parties satisfactory to the Company and the Selling Stockholders on the terms contained herein. If, within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company and the Selling Stockholders shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. In the event that, within the respective prescribed periods above, the non-defaulting Underwriters notify the Company and the Selling Stockholders that they have so arranged for the Property has been sold contrary purchase of such Shares by other parties pursuant to this Section 10(a), or the Company or a Selling Stockholder notifies the non-defaulting Underwriters that they have so arranged for the purchase of such Shares by other parties pursuant to this Section 10(a), any of the non-defaulting Underwriters or the Company or the Selling Stockholders shall have the right to postpone the Closing Date for a period of not more than five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus to effect such changes. The term “Underwriter” as used in this Agreement shall include any person bids in contravention of the provisions in Clauses 2 and 3 above, then substituted under this Section 10 with like effect as if such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together person had originally been a party to this Agreement with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited respect to the Assignee/Bank absolutely and immediatelysuch Shares.
(b) If If, after giving effect to any arrangements for the Purchaser defaults purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, the Company and the Selling Stockholders as provided in complying with any subsection (a) above, the aggregate number of these Conditions such Shares which remains unpurchased does not exceed one-eleventh of Sale or in payment the aggregate number of any sums payableall the Shares, then the Assignee/Bank may Selling Stockholders shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (without prejudice based on the number of Shares which such Underwriter agreed to its rights for specific performancepurchase hereunder) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in Shares of such defaulting Underwriter or Underwriters for which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediatelysuch arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
(c) In If, after giving effect to any arrangements for the event purchase of the sale being set aside for any reason whatsoever Shares of a defaulting Underwriter or Underwriters by the Assignee/Bank or by an Order non-defaulting Underwriters, the Company and the Selling Stockholders as provided in subsection (a) above, the aggregate number of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest.
(d) If in the meanwhile the Purchaser has entered into possession Shares which remains unpurchased exceeds one-eleventh of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession aggregate number of all of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoeverShares, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are Selling Stockholders shall not sufficient exercise the right described in subsection (b) above to cover all such costs and expensesrequire non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter, the Purchaser shall then reimburse and pay Company or the balance amount outstanding Selling Stockholders, except for the expenses to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted borne by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
(e) Subject as aforesaidCompany, the Purchaser Selling Stockholders and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereofrelieve a defaulting Underwriter from liability for its default.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
Appears in 1 contract
Sources: Underwriting Agreement (Td Ameritrade Holding Corp)
Default and Termination. (a) In the event that the Property has been sold contrary to or any person bids in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(b) If the Purchaser defaults in complying with any of these Conditions of Sale Rent or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights Additional Rent herein reserved shall not have been paid when due and shall remain unpaid for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest.
(d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from day after written notice thereof is given by the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification OWNER to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps TENANT; or actions to recover or resume possession if any of the Property at other covenants, conditions and obligations of the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank TENANT under this Lease shall not be liable performed within thirty (30) days after written notice thereof is given by the OWNER to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest TENANT; or if the monies paid TENANT should be adjudicated a bankrupt or should a permanent receiver in insolvency or a permanent trustee in bankruptcy of the TENANT be appointed and said appointment shall not have been vacated within sixty (60) days; or should the TENANT make an assignment for the benefit of creditors or file a voluntary petition for reorganization under the Bankruptcy Act; or should the TENANT'S interest in this Lease be taken on execution or other process of law in any action against TENANT; or if the Premises are not sufficient abandoned or vacated for more than ten (10) days; or should any of the foregoing events occur in regards to cover any guarantor of this Lease; then and in each such case the OWNER may, at the OWNER'S option terminate this Lease without demand or further notice to TENANT; and thereafter the OWNER may enter the Premises, either with or without process of law, and repossess the Premises as of the OWNER'S former estate without any liability for so doing, and without prejudice to any other remedies; and TENANT shall indemnify OWNER during the remaining period before this Lease would otherwise expire against all such costs and expensesloss or damage suffered by reason of the termination, the Purchaser shall then reimburse and pay loss or damage, if any, for such Lease month to be paid at the balance end thereof. Nothing herein contained shall, however, limit or prejudice the right of OWNER to prove for an obtain in proceedings for bankruptcy or insolvency by reason of the termination, an amount outstanding equal to the Assignee/Bank failing which maximum allowed by any statute or rule of law in effect at the Assignee/Bank shall time when, and governing the proceedings in which, the damages are to be entitled to take all further necessary steps proved, whether or actions to recover not the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying amount be greater, equal to, or less than the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaserloss or damage referred to above.
(e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
Appears in 1 contract
Sources: Office Lease (Call Points Inc)
Default and Termination. (a) In Notwithstanding anything herein contained to the event that contrary, the Property has been sold contrary to Lessee shall not be in default in the performance of any of its covenants or any person bids in contravention of the provisions in Clauses 2 and 3 aboveobligations under this Lease Agreement, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shallpayment of Rent, unless otherwise stated, be forfeited to and until the Assignee/Bank absolutely and immediately.
(b) If Lessor has notified the Purchaser defaults in complying with any Lessee of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation and the Lessee has failed to commence action to remedy the same within thirty (30) days after the receipt of the contract and terminate the sale by giving the Purchaser written such notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(c) “Default”). In the event of Default on the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest.
(d) If in the meanwhile the Purchaser has entered into possession part of the PropertyLessee, then the Purchaser Lessor, without prejudice to any other rights which it has pursuant to this Lease or at law, shall have the following rights and remedies, which are cumulative and not alternative:
(1) to terminate this Lease by notice to the Lessee or to re-enter the Premises and repossess it and, in either case, enjoy it as of its former estate, and to remove all persons and property from the Premises and store such property at the expense and risk of the Lessee or sell or dispose of such property in such manner as the Lessor sees fit without notice to the Lessee. If the Lessor enters the Premises without notice to the Lessee as to whether it is liable at own costs terminating this Lease under any provision of this Lease, the Lessor shall be deemed to reinstate be proceeding under Section 13(1), and the Property Lease shall not be terminated, nor shall there be any surrender by operation of law, but the Lease shall remain in full force and thereafter peaceably effect until the Lessor notifies the Lessee that it has elected to yield up vacant terminate this Lease. No entry by the Lessor during the Term and/or Renewed Term shall have the effect of terminating this Lease without notice to that effect to the Lessee;
(2) to enter the Premises as agent of the Lessee to do any or all of the following: (i) relet the Premises for whatever length and on such terms as the Lessor, in its discretion, may determine, and to receive the rent therefor; (ii) take possession of any property of the Property Lessee on the Premises, store such property at the expense and risk of the Lessee, or sell or otherwise dispose of such property in such manner as the Lessor sees fit without notice to the Assignee/Bank within fourteen Lessee; (14iii) days from make alterations to the date Premises to facilitate their reletting; and (iv) apply the proceeds of notification any such sale or reletting first, to the payment of any expenses incurred by the Lessor with respect to any such termination failing which reletting or sale, second, to the Purchaser payment of any indebtedness of the Lessee to the Lessor other than Rent, and third, to the payment of Rent in arrears, with the residue to be held by the Lessor and applied to payment of future Rent as it becomes due and payable, provided that the Lessee shall pay remain liable for any deficiency to the Assignee/Bank interest at Lessor;
(3) to remedy or attempt to remedy any default of the rate Lessee under this Lease for the account of [10% per annum] the Lessee and to enter on the total Purchase Price calculated on daily basis from Premises for such purposes. No notice of the date of Lessor’s intention to remedy or attempt to remedy such notification default need be given to the date of actual delivery of vacant possession Lessee unless expressly required by this Lease, and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank Lessor shall not be liable to the Purchaser Lessee for any loss, injury or damages caused by acts of the cost of any improvements Lessor in remedying or attempting to remedy such default. The Lessee shall pay to the Property carried out Lessor all expenses incurred by the Purchaser. The costs to reinstate the Property Lessor in connection therewith;
(if any damage is caused by the Purchaser in possession thereof4) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residueLessee all damages, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted incurred by the Purchaser Lessor as correct a result of any default by the Lessee including, if the Lessor terminates this Lease, any deficiency between those amounts which would have been payable by the Lessee for the portion of the Term and/or Renewed Term following such termination and conclusive. It shall be deemed final and binding upon the Purchaser.net amounts actually received by the Lessor during such period of time with respect to the Premises; and
(e5) Subject as aforesaid, to recover from the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses Lessee the full amount of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank current month’s Rent together with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum next three (3) months’ installments of Transfer has been adjudicated Rent, all of which shall immediately become due and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the samepayable as accelerated rent.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
Appears in 1 contract
Default and Termination. 10.1 The Company may terminate the Purchase Order immediately by giving written notice to the Contractor upon the occurrence of any of the following: (a) In the event that the Property has been sold contrary to a default or breach of any person bids in contravention provision of the provisions in Clauses 2 Purchase Order and 3 above, then the Contractor fails to remedy such sale shall be cancelled and become null and void and default or breach within five (5) days of no further effect wherein all monies paid by receiving notice from the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
Company; (b) If the Purchaser defaults in complying with any Contractor becomes insolvent, enters into bankruptcy, a receiver is appointed over it or its business, winds up or dissolves, makes an assignment for the benefit of these Conditions of Sale creditors, or in payment of any sums payablebecomes incapable, then the Assignee/Bank may (without prejudice due to its rights for specific performance) treat such default as financial position or otherwise, to perform in a repudiation of timely manner its obligations under the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
Purchase Order; or (c) In the event Contractor is responsible for any theft or misappropriation of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest.
(d) If in the meanwhile the Purchaser has entered into possession property of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of Company. Upon such termination failing which pursuant to this Section 10.1, the Purchaser Company shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification Contractor for all Work satisfactorily completed prior to the date of actual delivery termination, less any losses sustained or incurred by Company. The Company may demand a return of vacant possession all monies advanced to the Contractor, if any, and withhold payment of any monies that would have become due to the Contractor.
10.2 The Company may terminate the Purchase Order, in whole or in part, at any time by giving the Contractor written notice of such termination and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession effective date of termination. Upon receipt by the Contractor of any such notice, the Contractor shall: (a) immediately stop performance of the Property at PO to the Purchaserextent set forth in such notice; (b) cancel all other purchase orders and subcontracts pertaining to the PO to the extent set forth in such notice; (c) preserve and protect any materials on hand purchased for or committed to the PO; (d) comply with Company's costs directions regarding the Work; and expenses(e) promptly use commercially reasonable efforts to minimize the amount of third party termination charges associated with any such cancellation. In the event the sale is terminated for any reason whatsoeverUpon such termination pursuant to this Section 10.2, the Assignee/Bank Company shall pay to the Contractor the cancellation fees set out in the PO, or if no such fees are included in the PO then Company shall pay to the Contractor the sum of the following: (a) all amounts due and owing and not previously paid to the Contractor for that part of the Work completed prior to receipt of notice of termination; (b) any third party termination charges but only if such charges were pre-approved in writing by Company, acting reasonably; and (c) reasonable direct costs that, in the opinion of the Company, result from the termination of the Work (as applicable, the “Cancellation Payment”). The Cancellation Payment shall not exceed the Price that would otherwise be liable payable to Contractor under the PO. The Company shall have no liability whatsoever relating to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account cancellation of the Purchase Price and thereafter Order beyond the Cancellation Payment.
10.3 Upon termination of the Purchase Order, all Company-furnished material in the event there is any residueContractor’s possession, the said residue shall if any, must be refunded immediately returned to the Purchaser free of interest or Company or, if the monies paid are not sufficient Company stipulates certain Work to cover all such costs and expensesbe completed in the termination notice, be returned no later than the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer date of the Assignee/Bank verifying the amount Completion of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the PurchaserWork.
(e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
Appears in 1 contract
Sources: Inter Pipeline Terms and Conditions
Default and Termination. If Lessee shall neglect or fail to make any rental payment within ten (a10) In days after its due date or if Lessee shall fail to cure (or to commence to cure) a default in the event that performance of any of the Property has been sold contrary other of Lessee's covenants within thirty (30) days after date of notice of such default by Lessor, or if Lessee, having commenced to cure a default within the thirty (30) days period, shall fail to complete the curing of the default without unreasonable delay, Lessor lawfully may immediately or any person bids in contravention time thereafter and without demand or notice or the necessity of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(b) If the Purchaser defaults in complying compliance with any of these Conditions of Sale statute in any manner relating to summary process, enter the Lessee's Quarters and repossess the same and expel Lessee and those claiming through or in payment under Lessee and remove their effects forcibly if necessary, without being deemed guilty of any sums payable, then the Assignee/Bank may (manner of trespass and without prejudice to its any rights for specific performanceor remedies Lessor may be entitled to in law or at equity. Upon such entry all rights of Lessee under this Lease shall terminate. Lessor shall have all rights described herein and this Lease shall also terminate if (i) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, leasehold hereby created shall be forfeited to the Assignee/Bank absolutely and immediately.
(c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank taken on execution or by an Order other process of Court law, (other than that due ii) any assignment shall be made of Lessee's property for the benefit of creditors, (iii) a receiver, guardian, conservator, trustee in bankruptcy or similar officer shall be appointed by a court of competent jurisdiction to take charge of all or part of Lessee's property, or (iv) Lessee commits any act of default and/or omission bankruptcy, or if a petition is filed by Lessee under any bankruptcy or insolvency law and the Purchaser), then such sale same shall not be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest.
dismissed within thirty (d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (1430) days from the date of notification of such termination failing upon which it is filed. Lessee covenants that if the Purchaser Lease is terminated, Lessee shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser Lessor for the cost payment of any improvements a sum equal to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such the rent and other payments called for hereunder for the remainder of the original term and any extensions thereof, less any amounts received by Lessor as a result of Lessor's lease of the Lessee's Quarters to a third party. Lessor shall make reasonable efforts to lease the Lessee's Quarters at rent equal to the prevailing local rate. In addition, Lessee shall pay Lessor's expenses, including, but not limited to, court costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaserattorneys' fees, incurred in enforcing any obligation of this Lease with which Lessee has not complied.
(e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
Appears in 1 contract
Sources: Lease Agreement (Graphon Corp/De)
Default and Termination. (a) In If, during the term of this lease agreement, or any renewal, Lobaye will make any assignment for the benefit of creditors, or if Lobaye, becoming bankrupt or insolvent will take the benefit of any legislation that may be in force for bankrupt or insolvent debtors, or if a receiver or receiver-manager is appointed with respect to the assets and affairs of Lobaye, then RCA may give Lobaye written notice of intention to end the term of this lease agreement on a date specified by RCA in the said notice which date will not be less than 30 days after the said notice is given and if on the date so specified the event that of default will still continue the Property then current month’s rent and three months additional rent will thereupon immediately become due and payable and the term of this lease agreement and all right, title and interest of Lobaye hereunder will thereupon expire as fully and completely as if the said specified date were the date herein specifically fixed for the expiration of the term of the lease agreement, and Lobaye will then quit and surrender the Equipment to RCA, and in any such case it will be lawful for RCA at any time after the said termination date re-enter into and upon the Equipment, or any part thereof and repossess and enjoy it as before. If, during the term of this lease agreement, or any renewal thereof, Lobaye will make default in the payment of the Rent, and if such default will continue for 15 days after notice thereof by RCA, this lease agreement will, at the option of RCA, cease and come to an end on a date to be specified in the said notice, which date will not be less than 30 days after the delivery of such notice, and Lobaye will then quit and surrender the Equipment to RCA. If, during the term of this lease agreement or any renewal thereof Lobaye will make default in fulfilling any of the other covenants in this lease agreement and such default will continue for 15 days after written notice thereof by RCA to Lobaye, Lobaye fails to proceed promptly and with all due diligence to cure such default after the service of notice by RCA of such default, then and in any such case, unless the default upon which said notice was based has been sold contrary cured in the meantime this lease agreement will cease and come to or any person bids an end on a day to be specified in contravention the said notice, which date will not be less than 30 days after delivery of such notice, Lobaye will then quit and surrender the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited Equipment to the Assignee/Bank absolutely and immediately.
(b) If the Purchaser defaults in complying with any of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(c) RCA. In the event of the sale a default which is capable of being set aside for any reason whatsoever by the Assignee/Bank or by an Order cured but which cannot with due diligence be cured within a period of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest.
(d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever15 days, the Assignee/Bank shall not 15 day period will be liable extended for such time as will allow Lobaye proceeding promptly and with all due diligence a reasonable opportunity to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all cure such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaserdefault.
(e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
Appears in 1 contract
Default and Termination. (a) In SFS may not terminate this Agreement prior to its expiration except for "good cause," which shall mean the occurrence of any event that of default described below. Upon the Property occurrence of any event of default, SFS may, at its option, and without waiving its rights hereunder or any other rights available at law or in equity, including its rights to damages, terminate this Agreement and all of Franchise Owner's rights hereunder effective: immediately upon the date SFS gives written notice of termination, upon such other date as may be set forth in such notice of termination, or in those instances enumerated below in subparagraph (i), automatically upon the occurrence of, or the lapse of the specified period following, an event of default. The occurrence of any one or more of the following events shall constitute an event of default and grounds for termination of this Agreement by SFS:
(i) Automatically, without notice or action required by SFS, if Franchise Owner becomes insolvent or makes a general assignment for the benefit of creditors, or, unless otherwise prohibited by law, if a petition in bankruptcy is filed by Franchise Owner, or such a petition is filed against and consented to by Franchise Owner or not dismissed within thirty (30) days, or if a bill ▇▇ equity or other proceeding for the appointment of a receiver of Franchise Owner or other custodian for Franchise Owner's business or assets is filed and consented to by Franchise Owner, or if a receiver or other custodian (permanent or temporary) of Franchise Owner's assets or property, or any part thereof, is appointed;
(ii) If Franchise Owner fails to pay any financial obligation pursuant to this Agreement within ten (10) days of the date on which SFS gives notice of such delinquency or immediately upon written notice if Franchise Owner is determined to have underreported its Gross Volume of Business during any month by two percent (2%) or more of the actual Gross Volume of Business during such month on two or more occasions during the term of this Agreement, whether or not Franchise Owner subsequently rectifies such deficiency;
(iii) If Franchise Owner fails to commence construction of the Unit or to complete construction of the Unit and open the Franchised Business to the public within the respective time periods specified in Paragraph 7(c) hereof or, within such time periods, fails to at all times make a good faith reasonable effort to develop and construct the Unit;
(iv) If Franchise Owner makes, or has been sold contrary made, any materially false statement or report to SFS in connection with this Agreement or application therefore;
(v) If there is any violation of any transfer and assignment provision contained in Paragraph 12 of this Agreement;
(vi) If Franchise Owner receives from SFS three (3) or more notices to cure the same or similar defaults or violations of this Agreement during any twelve (12) month period, whether or not such defaults are cured;
(vii) If Franchise Owner fails, for a period of fifteen (15) days after notification of noncompliance by appropriate authority to comply with any law or regulation applicable to the operation of the Franchised Business, except Franchise Owner shall have the right to appeal the interpretation of any such law or regulation, during which time no default shall occur;
(viii) If Franchise Owner violates through gross negligence or intentionally any covenant of confidentiality or nondisclosure contained in Paragraph 8 of this Agreement or otherwise discloses, uses, permits the use of, copies, duplicates, records, transmits or otherwise reproduces any manuals, materials, goods or information created or used by SFS and designated for confidential use within the SUBURBAN LODGE System without SFS's prior approval;
(ix) If Franchise Owner or any person bids controlling, controlled by or under common control with Franchise Owner, or any principal officer or the designated manager of Franchise Owner or any such person, owning an interest in contravention the Franchised Business is convicted of a felony, or any other crime or offense that is reasonably likely, in the sole opinion of SFS, to affect adversely the SUBURBAN LODGE System, any SUBURBAN LODGE System unit, the Licensed Marks or the goodwill associated therewith;
(x) If Franchise Owner fails to perform or breaches any covenant, obligation, term, condition, warranty or certification herein or fails to operate the Franchised Business as specified by SFS in the Confidential Operating Manual and fails to cure such noncompliance or deficiency within thirty (30) days after SFS's written notice thereof; provided, however, in the event such failure or breach cannot reasonably be expected to be cured within thirty (30) days, then for such additional time as may be reasonably required to cure such failure or breach, provided Franchise Owner commences such cure during the initial thirty (30) day period and thereafter promptly and diligently prosecutes same to completion, but not to exceed an additional thirty (30) days;
(xi) If Franchise Owner abandons or ceases to operate all or any part of the provisions Franchised Business conducted under this Agreement for twenty-four (24) hours or longer (except as otherwise provided herein) or defaults under any mortgage, deed of trust or lease with SFS or any third party covering the Franchised Business or the Premises, and SFS or such third party treats such act or omission as a default, and Franchise Owner fails to cure such default to the satisfaction of SFS or such third party within any applicable cure period granted Franchise Owner by SFS or such third party; or
(xii) If Franchise Owner or any guarantor(s) hereof default in Clauses 2 any other agreement with SFS, and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together default is not cured in accordance with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediatelyterms of such other agreement.
(b) If Franchise Owner may not terminate this Agreement prior to the Purchaser defaults in complying with any expiration of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default term except as a repudiation result of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together SFS's material breach of this Agreement or otherwise with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(c) SFS's consent. In the event that Franchise Owner shall claim that SFS has failed to meet any obligation under this Agreement, Franchise Owner shall provide SFS with written notice of the sale being set aside for any reason whatsoever by the Assignee/Bank or by such claim, within six (6) months of its occurrence, specifically enumerating all alleged deficiencies and providing SFS with an Order of Court opportunity to cure, which shall in no event be less than thirty (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest.
(d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (1430) days from the date of notification receipt of such termination failing notice by SFS from Franchise Owner. Failure to give such notice shall constitute a waiver of any such alleged default.
(c) If after opening the Franchised Business to the public the Unit suffers destruction or significant damage by act of God or other event beyond SFS and Franchise Owner's reasonable anticipation and Franchise Owner's control such that the Unit ceases to be operated in the normal course of business as an extended stay lodging facility, Franchise Owner shall promptly notify SFS in writing of the casualty event, giving information as to the availability of guest rooms. Franchise Owner shall advise SFS in writing within 60 days after the casualty event whether it will restore, rebuild and refurbish the Unit to comply with the approved building plans, which must be completed within 240 days after the Purchaser shall pay casualty event, or it elects to terminate the Assignee/Bank interest at the rate Agreement, effective as of [10% per annum] on the total Purchase Price calculated on daily basis from the date of notice. Franchise Owner's failure to make such notification an election within the time permitted shall be deemed an election to terminate the Agreement. Any termination under this paragraph shall require no payment of damages as set forth in Paragraph 14(f)(i)(B) hereof, provided Franchise Owner pays all amounts owed to SFS accruing prior to the effective date of actual delivery of vacant possession termination within 10 days after the termination notice is given or deemed to occur, and Franchise Owner follows the Assignee/Bank reserves its right post termination requirements set forth in Paragraph 14. Once undertaken, Franchise Owner's failure to take all further necessary steps or actions to recover or resume possession complete the restoration of the Property at Unit on time or to pursue the Purchasersame diligently shall permit SFS to terminate the Agreement. If the Unit is condemned, or such a substantial portion of the Unit shall be condemned such that continued operation in accordance with SFS's costs and expenses. In quality standards, or with adequate parking facilities, is commercially impractical, or the event the sale Unit or a substantial portion is terminated for any reason whatsoever, the Assignee/Bank shall not be liable sold to the Purchaser for condemning authority in lieu of condemnation, then the cost Agreement will be deemed terminated on the later of any improvements the date the Unit or substantial portion is conveyed to the Property carried out or taken over by the Purchasercondemning authority or the date the Unit ceases to operate as an extended stay lodging facility. The costs to reinstate the Property (if any damage is caused No damages will be owed under Paragraph 14(f)(i)(B) by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter Franchise Owner in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by condemnation or sale if Franchise Owner notifies SFS about the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
(e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting condemnation within 10 days after it receives formal notice from the resale condemning authority and then pays SFS all amounts due under this Agreement or otherwise within 30 days after the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchasertermination date.
Appears in 1 contract
Sources: Franchise Agreement (Suburban Lodges of America Inc)
Default and Termination. (a) In If the event that the Property has been sold contrary rent or other monetary payment referred to herein, or any person bids in contravention part thereof, whether the same be demanded or not, shall remain unpaid for a period of five (5) days from the date when due hereunder; or if any other term, condition or covenant of this Sublease, express or implied on the part of the provisions in Clauses 2 and 3 aboveSublessee to be kept or performed, then such sale shall be cancelled violated or neglected, and become null and void and of no further effect wherein all monies paid by if Sublessee shall fail to cure the Purchaser hitherto including the Deposit same within thirty (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(b) If the Purchaser defaults in complying with any of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest.
(d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (1430) days from the date of notification written notice from Sublessor to Sublessee specifying the violation; or if the Leased Premises or Sublessee’s interest therein shall be taken on execution or other process of such termination failing which law; or in the Purchaser shall pay event of the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification bankruptcy, receivership, insolvency, liquidation, dissolution or similar proceedings with respect to the date Sublessee, or if Sublessee shall enter into a general assignment for the benefit of actual delivery creditors; or if any default under the Lease shall occur with respect to the Sublessee or the performance by the Sublessee of vacant possession any of its covenants and obligations under the Assignee/Bank reserves its right Sublease, then and in any of said cases, Sublessee shall be deemed in DEFAULT, and Sublessor shall have the following rights and remedies against Sublessee (in addition to all other rights and remedies provided by law or in equity): to (i) terminate this Sublease, (ii) to cure or attempt to cure the default, whereupon Sublessee shall within ten (10) days of demand from Sublessor, reimburse Sublessor for all reasonable costs thus reasonably expended, and (iii) to re-enter and take all further necessary steps or actions to recover or resume possession of the Property Leased Premises, and to remove any property therein, without liability for damage to, and without the obligation to store such property but may store same at the Purchaser's costs and expensesSublessee’s expense. In the event of such re-entry, Sublessor may re-let the sale is terminated Leased Premises, or any part thereof, from time to time, in the name of the Sublessor or Sublessee, without further notice, for such term or terms, on such conditions and for such uses and purposes as Sublessor, in its sole discretion, may determine, and Sublessor may collect and receive all rents derived therefrom and apply the same, after deduction of all appropriate expenses (including broker’s, consultant’s and attorneys’ fees, if incurred, and the expenses of putting the property in leasable condition), to the payment of the rent and other sums payable hereunder, Sublessor remaining liable for any reason whatsoever, the Assignee/Bank deficiency. Sublessor shall not be liable or responsible for any failure to re-let the Purchaser Leased Premises or any part thereof, or for the cost failure to collect any rent connected therewith. The exercise by Sublessor of any improvements remedy shall not preclude any subsequent or simultaneous exercise of any other remedy. If Sublessor fails to perform any of its obligations under this Sublease, including without limitation, Sublessor’s obligation (i) to maintain the Property carried out by Leased Premises in accordance with the Purchaser. The costs Lease and Section 7 hereof, (ii) to reinstate pay all Tax Expense in accordance with the Property Lease and Section 9 hereof, and (if iii) to pay all Insurance Expense in accordance with the Lease and Section 10 hereof, then in any damage is caused by the Purchaser such case, Sublessee may perform such obligation, and in possession thereof) addition to any other remedy Sublessee may have at law or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residueunder this Sublease, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank Sublessee shall be entitled to take all further necessary steps or actions offset the cost thereof from its future rental obligations to recover the sameSublessor hereunder. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses The foregoing shall be accepted by the Purchaser as correct and conclusive. It shall not in any event be deemed final and binding upon the Purchasera waiver by Sublessee of Sublessor’s obligations hereunder.
(e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
Appears in 1 contract
Default and Termination. The following shall constitute an event of default hereunder: (ai) In Seller fails in any material respect to perform any of its obligations within the time specified in this agreement and Seller does not cure such failure within thirty (30) days after notice by Buyer; or (ii) Seller ceases to conduct its operations in the normal course of business; or (iii) Seller commences a voluntary case or proceeding under any applicable Federal or State bankruptcy law or consents to the entry of a decree or order for relief in an involuntary case or proceeding against it. Upon the occurrence of an event of default which is continuing, Buyer may , at its option: (i) terminate its order for the goods in whole or in part without liability and in which case Buyer shall be entitled to a refund of all amounts previously paid to Seller under this agreement; (ii) procure, upon such terms as Buyer deems appropriate, similar goods in which case Seller shall be liable to Buyer for any additional costs for such similar equipment (up to a maximum liability equal to the purchase price of the goods); or (iii) extend the time of performance by Seller or waive other deficiencies in Seller’s performance in which case an equitable reduction in the price for the goods shall be mutually agreed. Without limiting any rights or remedies which Buyer may have in the event of any default of performance by Seller, Buyer shall have the right upon ten (10) days prior written notice to Seller, to terminate this agreement at any time and without cause prior to completion. Such termination shall be without any obligation or liability to Seller other than payment of charges for the value of work performed, and for necessary expenditures which can be established by Seller as having been reasonably incurred prior to the time that notice of cancellation is given. In no event shall the Property has been sold contrary to or any person bids in contravention termination charges exceed the purchase price of the provisions in Clauses 2 and 3 above, then such sale goods. Any progress payments shall be cancelled credited against the amount of such charges, and become null and void and of no further effect wherein all monies paid by in the Purchaser hitherto including event the Deposit (together with payments exceed the interest (if any) earned thereon) shallcharges, unless otherwise stated, the excess shall be forfeited returned to the Assignee/Bank absolutely and immediately.
(b) If the Purchaser defaults in complying with any of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(c) Buyer. In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser)termination, then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest.
(d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank Buyer shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer materials, work in progress, and completed work included as value of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaserwork performed.
(e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
Appears in 1 contract
Sources: Purchase Agreement
Default and Termination. 7.1 Any default by the Purchaser in payment of the Sale Price or any instalment thereof on the due dates, Additional Cost & Charges and other deposits payable by the Purchaser for whatsoever reasons and/or the failure on the part of the Purchaser to observe any of the covenants mentioned herein shall be construed as a breach of contract by the Purchaser and without prejudice to any other rights, the Developer at its sole discretion/option may :-
(a) In continue with this Agreement and claim the event that the Property has been sold contrary to or any person bids amounts in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together default/arrears with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(b) If the Purchaser defaults in complying with any of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest.
(d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [1012% per annum] on the total Purchase Price calculated on daily basis annum from the date of such notification default to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property payment; or
(if any damage is caused by the Purchaser in possession thereofb) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residueof the breach continuing, for whatsoever reasons, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expensesDeveloper, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall at its sole discretion, will be entitled to take all further necessary steps terminate this Agreement and forfeit as liquidated damages, Rs. 5,00,000/- (Rupees five lac) or actions to recover the same. For this purpose a certificate duly signed by an officer 10% of the Assignee/Bank verifying of total sale price of the amount of such costs and expenses Said Unit, whichever is higher. The Developer shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
(e) Subject as aforesaid, the Purchaser shall not thereupon be entitled to nor have deal, in any or further reimbursementsmanner, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender Said Unit including selling the same to the relevant authorities to obtain a refund of the stamp duty paid any third party on any terms and for cancellation of the same.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a timeconditions it may deem fit, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without any further reference to the Purchaser. The costs balance money due to the Purchaser, if any, after deduction of liquidated damages and expenses incidental outstanding Maintenance Charges, electricity charges, municipal taxes and other taxes and outgoings, if any, shall be paid by the Developer to the Purchaser within 6 months of the date of termination.
7.2 In the event the Developer does not issue the Letter of Handing Over in respect of the Said Unit within the Extended Period for reasons otherwise than set out in Clause 5.4 herein, then in such resale together with any deficiency in case the price resulting Developer shall pay compensation to the Purchaser effective from the resale or Extended Period (subject to Force Majeure) till the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer Deemed Possession Date of the Assignee/Bank verifying Said Unit at the amount rate of such costs Rupees Five per square foot of super built-up area of the Said Unit.
7.3 The Purchaser shall not be entitled to cancel this Agreement under any circumstances without the consent and expenses shall be accepted by concurrence of the Purchaser as correct and conclusive. It shall be deemed final and binding upon the PurchaserDeveloper.
Appears in 1 contract
Sources: Purchase Agreement
Default and Termination. Carnival Corporation or Buyer may, by written notice of default to Seller, cancel all or any part of any Order, and Carnival Corporation may terminate this Agreement as a whole with respect to Carnival and/or any and all Operating Companies (including each Buyer), without charge or penalty or exercise any other remedy provided to buyers of goods or procurers of services by law or in equity if Seller: (a) In fails to make delivery of the event that Products or Services within the Property has been sold contrary to time specified in any Order or any person bids in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
extension thereof; (b) If the Purchaser defaults in complying with fails to perform any of these Conditions of Sale the obligations under this Agreement or any Order or in payment Buyer’s reasonable judgment it appears as Seller will be unable to fulfill such obligations, including, without limitation, the breach of any sums payable, then the Assignee/Bank may warranty provisions and Seller does not cure such failure within a period of two (without prejudice to its rights for specific performance2) treat days after receipt of notice from Buyer specifying such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
failure; or (c) In becomes insolvent or makes an assignment for the event benefit of creditors; or if there shall be instituted by or against Seller any proceedings under any bankruptcy, reorganization, arrangement, readjustment or debt or insolvency law in any jurisdiction; or if any application is made for the appointment of a receiver or trustee in respect of any of Seller’s property; or if in Carnival Corporation’s or Buyer’s reasonable opinion any such action is likely to occur in the immediate future. If any actions in (c) above are made against Seller’s property, then Buyer may offset any monies owed to Seller to the extent Buyer is affected. Buyer may terminate an Order in whole or in part, and/or this Agreement (with respect to itself but not Carnival Corporation or any other Operating Company) for its convenience at any time upon notice to Seller, and Carnival Corporation may terminate this Agreement as a whole for its convenience with respect to Carnival and/or any and all Operating Companies (including each Buyer). Seller shall, as directed by Buyer, stop work and the placement of further orders or subcontracts, terminate work under orders and subcontracts outstanding, and take any necessary action to protect property in Seller’s possession in which Buyer has or may acquire an interest. Seller shall be entitled to reasonable termination costs (not including lost profits), which shall not exceed the percentage of the sale being set aside Order price reflecting the percentage of the work performed prior to the receipt of the notice of termination plus actual direct economic costs resulting from termination, provided that claims for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that payment due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest.
(d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank termination are asserted within fourteen (14) 45 days from the date of notification receipt of notice of such termination failing which and that Seller has fully complied with the Purchaser shall pay terms of this provision. Buyer may audit Seller’s books and records to determine termination costs. Buyer reserves the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps require the Seller to suspend deliveries of Products or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter Services in the event there is of any residuestrike, lockout, fire, accident, breakdown, delay or stoppage of Buyer’s business or work or part thereof beyond the said residue reasonable control of Buyer which prevents or hinders the use of the Products or Services, and payment therefor shall be refunded to the Purchaser free of interest postponed until such time as Products or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall Services may be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaserprovided.
(e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
Appears in 1 contract
Sources: Product and Service Supply Agreement (Biohitech Global, Inc.)
Default and Termination. If any one or more of the following events (hereinafter referred to as "Events of Default") shall occur:
(a) In If Tenant shall fail to make payment of any rent or additional rent or percentage rent when due and such default shall continue for a period of ten (10) days after notice from Landlord to Tenant specifying the event that the Property has been sold contrary to items in default; or any person bids in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(b) If default shall be made by Tenant in the Purchaser defaults in complying performance or compliance with any of these Conditions the agreements, terms, covenants or conditions in this Lease other than those referred to in subparagraph (a) hereof for a period of Sale twenty (20) days after notice from Landlord to Tenant specifying the items in default, or in payment the case of any sums payablea default on a contingency which cannot with due diligence be cured within the said twenty (20) day period, then Tenant fails to proceed with the Assignee/Bank may said twenty (without prejudice 20) day period to its rights for specific performance) treat cure the same and thereafter to proceed with the curing of such default with due diligence (it being the intention hereby in connection with a default not susceptible of being cured with due diligence within the said twenty (20) day period that the time within which to cure the same be extended for such period of time as a repudiation may be necessary, exercising all due diligence, to complete the same); then and in any such event Landlord at any time thereafter may give written notice to Tenant specifying such Event or Events of Default and stating that this Lease and the contract term hereof shall expire and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest.
(d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from on the date of notification of specified in such termination failing notice, which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
(e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same.
(g) The Assignee/Bank shall be at liberty to put up least ten (10) days after the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount giving of such costs notice, and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaserdate specified in such notice this Lease and the term hereof and all rights of Tenant under this Lease including any renewal privileges, whether or not exercised, shall expire and terminate, and Tenant shall remain liable as hereinafter provided.
Appears in 1 contract
Sources: Lease (Versus Technology Inc)
Default and Termination. (a) In Buyer may terminate this order or any part hereof for cause in the event that the Property has been sold contrary of any default or failure by Seller to or any person bids in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(b) If the Purchaser defaults in complying comply with any of these Conditions the terms and conditions of Sale this order, including but not limited to late deliveries, deliveries of products which are defective or in payment which do not conform to this order, and failure to provide Buyer, upon request, with reasonable assurances of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific future performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(c) . In the event of the sale being set aside termination for cause, Buyer shall not be liable to Seller for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale amount and Seller shall be cancelled liable to Buyer for any and become null all damages sustained by reason of the default which gave rise to the termination. Buyer also reserves the right to terminate this order or any part hereof for its sole convenience. In the event of such termination, Seller shall immediately stop all work hereunder, and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall immediately cause its suppliers or subcontractors to cease such work. Seller shall be refunded paid a reasonable termination charge consisting at maximum of a percentage of the order price reflecting the percentage of the work performed prior to the Purchaser free notice of interest.
(d) If termination plus actual direct costs resulting from termination, but in no event shall such termination charge exceed the meanwhile the Purchaser has entered into possession amounts payable under any pending Supplier Release. Seller shall not be paid for any work done after receipt of the Propertynotice of termination, then the Purchaser is liable at own nor for any costs incurred by Seller's suppliers or subcontractors which Seller could reasonably have avoided. Buyer will make no payment for finished work, work in process, or raw material fabricated or procured by Seller unnecessarily in advance or in excess of Buyer’s delivery requirements as authorized by Buyer’s Supplier Release. Buyer shall have access to reinstate the Property Seller’s premises and thereafter peaceably records, prior or subsequent to yield up vacant possession of the Property payment, to the Assignee/Bank verify charges supporting any termination claim. All claims by Seller based on such termination must be asserted, in writing and in full, within fourteen (14) 30 calendar days from the date of notification of the termination; provided that if Seller fails to submit its termination claim within such termination failing which the period, Purchaser shall pay have the Assignee/Bank interest at the rate of [10% per annum] right to unilaterally determine, on the total Purchase Price calculated on daily basis from of the date of such notification information then available to it, the amount, if any, due Seller with respect to the date of actual delivery of vacant possession termination, and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser such determination shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaserfinal.
(e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
Appears in 1 contract
Sources: Purchase Order Terms and Conditions
Default and Termination. (a) In Buyer reserves the right, by written notice, to cancel this order without liability to Buyer in the event that of (i) insolvency of Seller, (ii) the Property has been sold contrary filing of a voluntary Petition in Bankruptcy by Seller, (iii) the filing of an involuntary petition to have Seller declared bankrupt, (iv) the appointment of a Receiver or Trustee for Seller, or (v) the execution by Seller of an Assignment for the Benefit of Creditors. If Seller fails to perform or breaches any person bids in contravention of the provisions in Clauses 2 and 3 aboveterms, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited but not limited to the Assignee/Bank absolutely and immediately.
(b) If failure of the Purchaser defaults Seller to deliver goods or services as specified in complying with this Purchase Order, or commits an anticipatory breach as to any of these Conditions matters, Buyer reserves the right, promptly following such failure of Sale performance or breach, and without any liability to Buyer (i) to terminate this order in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale whole or part by giving the Purchaser written notice thereofto Seller, in which event or (ii) after notifying Seller of such failure or breach and of Buyer’s intent to exercise such right, to obtain the goods from another source, with any costs of cover resulting therefrom chargeable to Seller, (iii) to exercise any and all monies paid by other remedies permitted under the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(c) law. In the event of such termination Seller shall immediately return to the sale being set aside for Buyer any reason whatsoever and all deposit or down payment monies held by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale Seller on its account. Seller shall be cancelled and become null and void and liable for Buyer’s damages in connection with such breach or failure to perform including consequential damages reasonable foreseeable by Seller or of no further effect wherein only monies paid which Seller was appraised by Buyer, including, but not limited to, lost profits on the Purchaser towards resale of the Purchase Price goods or Buyer’s products, of which the goods were to forma component part. Seller shall not be refunded to the Purchaser free responsible for delays or defaults occasioned by fires, Acts of interest.
(d) If God, wars or riots, but in the meanwhile event of such occurrence, Buyer reserves the Purchaser has entered into possession right to terminate this order without liability of any kind. INSPECTION QUALITY - All goods furnished must be of the Property, then best of its respective kind. All goods purchased will be subject to ▇▇▇▇▇’s inspection. Defective goods will be held for Seller’s disposition at Seller’s expense. Supplier Corrective Action Request (SCAR) may be issued depending on severity/ frequency of defects. ▇▇▇▇ must be completed and returned by supplier in the Purchaser is liable at own costs time frame set forth in the SCAR request. COMPLIANCE WITH LAWS - The goods shipped by Seller under the provisions of this order to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] or on the total Purchase Price calculated on daily basis from order of Buyer are hereby guaranteed by Seller as of the date of such notification shipment (or delivery) to be, on such date, not adulterated or misbranded with the meaning of the Federal Food, Drug and Cosmetic Act, and (where appropriate) that on such date, the article shipped (or delivered) complies with all the requirements and regulations under the Radiation Control for Health and Safety Act. This purchase Order shall b subject to, and in the performance thereof Seller, by acceptance of this order, agrees to comply with, the ▇▇▇▇▇-▇▇▇▇▇▇ Public Contracts Act of June 30, 1936: and amended, the Fair Labor Standards Act of 1938, as amended (certificate to be furnished on request). All goods and services furnished shall conform to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession requirements of the Property at law of the Purchaser's costs federal government and expensesof the state where the service is performed to all applicable local and municipal laws and ordinance and to all applicable regulations of any public authority. The Seller, in the performance of all acts required by this order, shall not discriminate against any employee or applicant for employment because of race, creed, color or national origin. WARRANTY - Seller warrants that, (i) services rendered will be performed in workmanlike manner and (ii) all goods furnished hereunder, unless otherwise specified, will be new, of first class materials and designs, merchantable quality, free from defects in material or workmanship, conforming to the specifications, samples or drawings, if any, approved in writing or furnished by Buyer, and (iii) suitable for the particular purpose Buyer intends to use said goods and Buyer may assume Seller knows the use intended unless Seller notifies Buyer in writing to the contrary prior to commencement of the manufacture or shipment of goods. All said warranties to be without limitation or exclusion of any other warranty, statement, or disclaimer, expressed or implied. HOLD HARMLESS - In consideration of ▇▇▇▇▇’s purchase of goods and/or services included in this order; the event Seller agrees to hold ▇▇▇▇▇ harmless for all personal injury and property damage claims arising from the sale is terminated for any reason whatsoeveruse of the goods and/or services provided to Seller pursuant to this order. PATENTS - In consideration of ▇▇▇▇▇’s purchase of goods included in this order, the Assignee/Bank shall not be liable Seller undertakes and agrees to defend at Seller’s own expense all suits, actions or proceedings brought against Buyer, any of the Purchaser for Buyer’s dealers, or the cost users of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards Buyer’s products, for actual or alleged infringement of any United States or foreign letters patent because or on account of the Purchase Price employment or sale of such goods, and thereafter further agrees to pay and discharge any and all judgements or decrees which may be rendered in any such suit, action or proceeding against the defendants therein. BUYER’S PROPERTY - All drawings, designs, specifications and other information, and all materials, including tools, special dies and patters, raw materials or component parts furnished or paid for by Buyer shall be the property of Buyer; shall be subject to removal at any time without any additional cost, upon demand by Buyer; shall be used only in filling order from Buyer, shall be kept separate from other drawings, specifications and materials; and shall be identified as the property of Buyer. Seller assumes all risk and liability for loss or damage thereto, expect for normal war, and agrees to supply detailed statements of inventory upon request of ▇▇▇▇▇. Upon completion of this order or upon default and termination as described in Paragraph 5, Seller shall return to Buyer, upon request, all of Buyer’s property described above. CONFIDENTIALITY - All proprietary designs, drawings, and other information supplied by Buyer to Seller relating to, or for use in, the manufacture or supply of any goods ordered herein are agreed to be the sole property of Buyer. Seller agrees that it will not reproduce, copy, or use any of them in the event there is manufacture or design of any residuegoods for any other purchaser or disclose the contents or nature of same without first obtaining consent, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expensesin writing, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the PurchaserBuyer.
(e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
Appears in 1 contract
Sources: Purchase Order Terms, Conditions, and Quality Agreement
Default and Termination. The occurrence of any of the following events and the failure to cure it within the grace period hereafter provided, if applicable, shall constitute an event of default and breach of this Agreement by ▇▇▇▇▇▇ Tech:
(a) In ▇▇▇▇▇▇ Tech shall fail to pay an installment of rent when the event that the Property has been sold contrary to or any person bids in contravention of the provisions in Clauses 2 and 3 above, then such sale same shall be cancelled due and become null and void and payable, provided such failure continues for ten (10) days after written notice from NWLSD. Any such installments not paid within the aforesaid notice period shall bear interest from the due date at the floating prime rate of no further effect wherein all monies paid by interest listed daily in the Purchaser hitherto including the Deposit Wall Street Journal plus two percent (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately2%).
(b) If the Purchaser defaults ▇▇▇▇▇▇ Tech shall be in complying with default under any other provision of these Conditions this Agreement and remain for a period of Sale or in payment twenty (20) days after NWLSD, by written notice, has informed ▇▇▇▇▇▇ Tech of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediatelydefault.
(c) In ▇▇▇▇▇▇ Tech shall abandon or vacate the event Premises and such abandonment or vacation shall continue for a period of fifteen (15) days, not including summer break (if the cause for such vacating of the sale being set aside Premises involves the making of repairs or other matters reasonably requiring a longer period of time for any reason whatsoever by the Assignee/Bank or by an Order correction than said period of Court fifteen (other than that due 15) days, ▇▇▇▇▇▇ Tech shall not be in default under this paragraph if ▇▇▇▇▇▇ Tech has commenced to any act of default and/or omission by the Purchasermake such repairs within said fifteen day period and diligently proceeds with said repairs), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest.
(d) If ▇▇▇▇▇▇ Tech assigns, sublets or otherwise transfers this Agreement without written permission of NWLSD. Upon the occurrence of an event of default, NWLSD shall have the following remedies in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs addition to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps any remedies now or actions to recover later allowed by law or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.equity:
(e) Subject NWLSD may elect, by written notice to ▇▇▇▇▇▇ Tech, to terminate ▇▇▇▇▇▇ Tech’s right to possession only without terminating the Agreement, and NWLSD may, at NWLSD’s option, enter into the Premises and take and hold possession thereof, without such entry into possession terminating this Agreement or releasing ▇▇▇▇▇▇ Tech in whole or in part from ▇▇▇▇▇▇ Tech’s obligation to pay the rent hereunder for the full stated term. Upon and after entry into possession without termination of the Agreement, NWLSD may relet the Premises, or any part thereof, for such rent, for such a period of time, and upon such terms as aforesaidNWLSD, the Purchaser in NWLSD’s sole discretion, shall determine, and NWLSD shall not be entitled required to nor have accept any prospective tenant offered by ▇▇▇▇▇▇ Tech or further reimbursementsto observe any instruction given by ▇▇▇▇▇▇ Tech about such reletting. In any case, claimsNWLSD may make repairs and redecorate the Premises to the extent reasonably necessary for the purpose of such reletting and ▇▇▇▇▇▇ Tech shall, demands or legal recourses upon demand, pay the costs thereof, together with NWLSD’s reasonable expenses of action or remedies whatsoever reletting. If the consideration collected by NWLSD upon any such reletting is not sufficient to pay monthly the full amount of the rent described in nature and howsoever caused against this Agreement, ▇▇▇▇▇▇ Tech shall pay to NWLSD the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereofamount of each monthly deficiency.
(f) The Purchaser NWLSD may elect at any time after default, or at any time after NWLSD has terminated ▇▇▇▇▇▇ Tech’s right to possession only, to cancel and terminate this Agreement after providing notice and an opportunity for remedy to ▇▇▇▇▇▇ Tech, by serving written notice on ▇▇▇▇▇▇ Tech of such election, and to pursue any remedy at law or in equity that may be available to NWLSD. NWLSD’s right of cancellation granted by this paragraph shall remain effective irrespective of whether or not the Purchaser's Solicitors shall return Premises or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has any part thereof have been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the samerelet.
(g) The Assignee/Bank In case of any breach of this Agreement, NWLSD shall immediately become entitled to recover from ▇▇▇▇▇▇ Tech, as damages for such breach, in addition to any damages becoming due under any other provision of this Agreement or at law, an amount equal to the difference between the rent and the then fair and reasonable rental value of the Premises for the same period, which sum shall be immediately due upon breach of this Agreement and shall be computed by discounting such difference in the payments thereafter to be made hereunder to the date of such breach at liberty the applicable U.S. Treasury bond rate then in effect for obligations with a term equal to put up the Property for sale again then remaining term of this Agreement.
(h) NWLSD may cure any default of ▇▇▇▇▇▇ Tech at a ▇▇▇▇▇▇ Tech’s expense if ▇▇▇▇▇▇ Tech has failed to cure the default after the notice periods set forth in this Agreement. After commencing the cure of such default, NWLSD shall not be required to continue therewith but may terminate such action at any time, place and reserve price whether or not the default shall then have been cured. If NWLSD at any time, by reason of ▇▇▇▇▇▇ Tech’s default, pays any sum required by this Agreement or does any act that requires the payment of the sum by reason of a provision of this Agreement, ▇▇▇▇▇▇ Tech shall reimburse NWLSD for the sum so paid together with interest from the date paid at the floating prime rate of interest listed daily in the Wall Street Journal plus two percent (2%). No receipt of money by NWLSD from ▇▇▇▇▇▇ Tech after notice of default, or after the termination of this Agreement, or after the commencement of any suit or after final judgment of possession of the Premises, shall reinstate, continue or extend the term of this Agreement or affect any notice, demand or suit. If, upon the termination of this Agreement in any manner, ▇▇▇▇▇▇ Tech shall fail to be fixed by the Assignee/Bank remove all of ▇▇▇▇▇▇ Tech’s furniture, chattels or fixtures from said Premises, NWLSD may, at its sole discretion option, remove the same in any manner that NWLSD shall choose, and store said effects without liability to ▇▇▇▇▇▇ Tech for loss thereof, and ▇▇▇▇▇▇ Tech agrees to pay NWLSD on demand any and all expenses incurred in such removal, including court costs and storage charges on such effects for any length of time the same shall be in NWLSD’s possession. If this Agreement is terminated before the end of the term in any manner whatsoever, then and in either of such events, ▇▇▇▇▇▇ Tech covenants and agrees, any other covenants of this Agreement notwithstanding, (i) that the Premises shall be in the same condition as that in which ▇▇▇▇▇▇ Tech has agreed to surrender them to NWLSD at the expiration of the term hereof, and (ii) that ▇▇▇▇▇▇ Tech shall perform any covenant contained in this Agreement for the making of any improvements, alterations or betterments to the Premises or for restoring or rebuilding any part thereof. No failure by NWLSD to insist upon the strict performance of any agreement, term, covenant or condition hereof or to dispose exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of and/or otherwise deal with the Property any such breach or of such agreement, term, covenant or condition. Each right and remedy provided for in whatsoever manner the Assignee/Bank this Agreement shall think fit without further reference be cumulative and shall be in addition to the Purchaserevery other right or remedy provided for in this Agreement or now or hereafter existing at law or in equity by statute or otherwise. The costs exercise by NWLSD of any one or more of the rights or remedies provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise of any other rights or remedies provided for in this Agreement or now or hereafter existing at law or in equity by statute or otherwise. No failure by ▇▇▇▇▇▇ Tech to insist upon the strict performance of any agreement, term, covenant or condition hereof or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or of such agreement, term, covenant or condition. Each right and expenses incidental to such resale together with any deficiency remedy provided for in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) this Agreement shall be recoverable from the defaulting Purchasercumulative and shall be in addition to every other right or remedy provided for in this Agreement or now or hereafter existing at law or in equity by statute or otherwise. For this purpose a certificate duly signed The exercise by an officer ▇▇▇▇▇▇ Tech of any one or more of the Assignee/Bank verifying rights or remedies provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the amount simultaneous or later exercise of such costs and expenses shall be accepted any other rights or remedies provided for in this Agreement or now or hereafter existing at law or in equity by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaserstatute or otherwise.
Appears in 1 contract
Sources: Lease Agreement
Default and Termination. (a) In If the event that Supplier:
(i) fails to perform or observe any of its obligations under the Property has been sold contrary Contract; or
(ii) fails to provide the Goods and Services in a competent and timely manner; or
(iii) is or becomes insolvent, an administrator, liquidator, receiver or manager or any person bids in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited other insolvency practitioner is appointed to the Assignee/Bank absolutely Supplier, or any other analogous event occurs, Fantech may send the Supplier a notice specifying the default (Default Notice) and immediatelystating Fantech’s intention to terminate the Contract if the Supplier fails to remedy the default specified in the Default Notice. The default Notice may not be unreasonably given and must specify that it is a notice under this clause.
(b) If after receipt of a Default Notice the Purchaser defaults in complying with any of these Conditions of Sale or in payment of any sums payableSupplier fails within the specified time to:
(i) remedy the default to Fantech’s satisfaction;
(ii) provide adequate assurance and outline the remedial measures to be taken by the Supplier to remedy the default; or
(iii) implement remedial measures proposed under (ii), then the Assignee/Bank Fantech may (without prejudice to its any other rights for specific performance) treat such default as a repudiation or remedies of Fantech under the Contract or otherwise), exercise one or both of the contract and terminate the sale by giving the Purchaser following powers:
(iv) provide written notice thereof, in which event all monies paid by with immediate effect that Fantech will wholly or partly suspend payment under the Purchaser hitherto including Contract until the Deposit default has been remedied (together Payment Suspension Notice); or
(v) provide written notice with immediate effect that the interest Contract is Terminated (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediatelyTermination Notice).
(c) In addition to any other rights Fantech may have, Fantech may at any time and in its sole and absolute discretion by providing written notice, terminate the event Contract in whole or in part with immediate effect (or upon such notice period that Fantech considers appropriate), and in such case, Fantech shall pay the Supplier for the value of Goods supplied or Services performed up to the date of the sale being set aside for any reason whatsoever termination and may pay the actuals costs incurred on account by the Assignee/Bank Supplier for Goods and/or Services to be performed in the future. The Supplier must submit to Fantech all documentation to substantiate any reimbursement claim made under this clause. For the avoidance of doubt, the Supplier is not entitled to claim any indirect or by an Order consequential costs, or amounts for loss of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interestor foregone profit.
(d) If The Supplier must on receipt of a Termination Notice (whether under clause 20 (b) or (c)):
(i) do all things possible to reduce any cost or expense consequent on termination;
(ii) do only that work as is specified in the meanwhile Termination Notice;
(iii) comply in all respects with any directions contained in the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property Termination Notice;
(iv) take any other action relating to the Assignee/Bank within fourteen (14) days from termination or the date of notification of such termination failing Contract which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] Fantech may reasonably require including without limitation, reporting on the total Purchase Price calculated on daily basis from the date status of such notification works in progress and providing documentation in support thereof; and
(v) return all property of Fantech or other parties which have been provided to the date Supplier to enable supply of actual delivery Goods or performance of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoeverServices.
(e) Except as provided in this clause, the Assignee/Bank Fantech shall not be liable to the Purchaser Supplier for the cost of any improvements to the Property carried out claims by the Purchaser. The Supplier or the Supplier’s subcontractors, for loss of anticipated profit, unabsorbed overhead, interest, development costs, facilities or equipment costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession administrative costs from termination of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
(e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereofContract.
(f) The Purchaser Fantech or its agents shall have the Purchaser's Solicitors shall return or cause right to be returned the Assignment or the Memorandum of Transfer audit and examine all books, records, facilities, work, material, inventories, and other documents items relating to any termination claim by the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the sameSupplier.
(g) The Assignee/Bank Upon such termination of the Contract the Supplier shall be at liberty to put up the Property liable for sale again at any loss which Fantech may sustain as a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer consequence of the Assignee/Bank verifying Termination of the amount Contract pursuant to this clause. Fantech reserves the right to sue the Supplier for damages for breach of such costs and expenses shall be accepted by any provision of the Purchaser as correct and conclusive. It shall be deemed final and binding upon the PurchaserContract.
Appears in 1 contract
Sources: Supply Agreement
Default and Termination. (a) In If Tenant breaches this Agreement or abandons the event that Premises prior to the Property has natural expiration of the term of this Agreement, then City may continue this Agreement in effect by not terminating Tenant's right to possession of the Premises in which case City shall be entitled to enforce all City's rights and remedies under this Agreement including the right to recover rent as it becomes due. If Tenant defaults in performance of any covenant, condition, or agreement contained in this Agreement and the default is not cured within 10 days after written notice by City, then City may terminate this Agreement and bring an action to recover from Tenant the worth at time of award of unpaid rent which had been sold contrary earned at the time of termination of the Agreement, all amounts necessary to compensate City for all detriment proximately caused by Tenant's failure to perform Tenant's obligations under this Agreement, and such other sums as permitted by law. City may also bring an action, in addition to or any person bids in contravention lieu of the provisions foregoing, to reenter and regain possession of the Premises in Clauses 2 and 3 abovethe manner provided by the laws of California. If Tenant becomes insolvent, then such sale City may, by giving 30-days’ written notice to Tenant, terminate this Agreement and forfeit Tenant's interest in the Premises and in any improvements or facilities in, on or appertaining to the Premises. For purposes of this section, Tenant shall be cancelled conclusively presumed to have become insolvent if Tenant has a receiver appointed to take possession of all or substantially all of Tenant's property because of insolvency; makes a general assignment for the benefit of creditors; or allows any judgment against Tenant to remain unsatisfied and become null unbonded for 30 days or longer. Tenant specifically agrees to take all necessary measures during the term of this Agreement to eliminate and void and ▇▇▇▇▇ any adverse effects of no further effect wherein all monies paid by Tenant's operations upon residential and/or other property in the Purchaser hitherto vicinity, including the Deposit (together with the interest (if any) earned thereon) shallwithout limitation noise, unless otherwise statedodor, be forfeited to the Assignee/Bank absolutely and immediately.
(b) If the Purchaser defaults in complying with any of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.
(c) etc. In the event of City's receipt of complaints from any person regarding Tenant's operations hereunder, Tenant agrees to cooperate fully with City to promptly and effectively remove or satisfactorily reduce the sale being set aside for noise or other aspect of Tenant's business operations giving rise to the complaint. If such corrective actions by Tenant fail to resolve the problem within five days and complaints continue to be lodged with City, City may, by giving ten days written notice to Tenant, terminate this Agreement and forfeit Tenant's interest in the Premises and in any reason whatsoever by improvements or facilities on, in, or appertaining to the Assignee/Bank or by an Order Premises. If prior to the termination of Court (other than that due this Agreement, pursuant to any act of default and/or omission by its terms, Tenant ceases conducting business at the Purchaser)Premises, then such sale this Agreement shall be cancelled terminate upon Tenant’s removal of all its materials stored at the Premises and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest.
(d) If in the meanwhile the Purchaser has entered into possession Tenant’s abandonment of the PropertyPremises; provided, then that Tenant has given City six- months’ written notice of Tenant’s intent to cease operations at, and remove all its materials from and vacate the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the PurchaserPremises.
(e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof.
(f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same.
(g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
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Sources: Lease Agreement