Common use of Default Remedies Termination Clause in Contracts

Default Remedies Termination. Recipient will be in default under this Agreement upon the occurrence of any of the following events: 12.1. Recipient fails to perform, observe or discharge any of its covenants, agreements or obligations under this Agreement; 12.2. Any representation, warranty or statement made by Recipient in this Agreement or in any documents or reports relied upon by Agency to measure the delivery of services, the expenditure of funds or the performance by Recipient is untrue in any material respect when made; 12.3. Recipient (a) applies for or consents to the appointment of, or taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all of its property, (b) admits in writing its inability, or is generally unable, to pay its debts as they become due, (c) makes a general assignment for the benefit of its creditors, (d) is adjudicated a bankrupt or insolvent, (e) commences a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), (f) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (g) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (h) takes any action for the purpose of effecting any of the foregoing; or 12.4. A proceeding or case is commenced, without the application or consent of Recipient, in any court of competent jurisdiction, seeking (a) the liquidation, dissolution or winding-up, or the composition or readjustment of debts of Recipient, (b) the appointment of a trustee, receiver, custodian, liquidator, or the like of Recipient or of all or any substantial part of its assets, or (c) similar relief in respect to Recipient under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case continues undismissed, or an order, judgment, or decree approving or ordering any of the foregoing is entered and continues unstayed and in effect for a period of sixty consecutive days, or an order for relief against Recipient is entered in an involuntary case under the Federal Bankruptcy Code (as now or hereafter in effect).

Default Remedies Termination. Recipient will be in default under this Agreement upon the a. The occurrence of any one or more of the following eventsshall constitute a default by Producer under this Agreement: 12.1. Recipient fails (i) failure of Producer to materially perform, observe or discharge any of its covenants, agreements or obligations under this Agreement; 12.2. Any representation, warranty or statement made by Recipient in this Agreement or in any documents or reports relied upon by Agency to measure the delivery of services, the expenditure of funds or the performance by Recipient is untrue in any material respect when made; 12.3. Recipient (a) applies for or consents to the appointment of, or taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all of its property, (b) admits in writing its inability, or is generally unable, to pay its debts as they become due, (c) makes a general assignment for the benefit of its creditors, (d) is adjudicated a bankrupt or insolvent, (e) commences a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), (f) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (g) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (h) takes any action for the purpose of effecting comply with any of the foregoingterms, covenants, conditions or provisions of this Agreement, which failure is not cured within 30 days of Producer’s receipt of written notice of such failure from Owner; orprovided, however, that if the parties agree in writing that failure by Producer is of such a nature that it cannot reasonably be cured within 30 days, then Producer shall not be in default hereunder if it commences to cure such failure within such 30-day period and prosecutes such cure diligently, pursuant to the written agreement of the parties, to completion; 12.4. A (ii) the termination, dissolution, liquidation or permanent cessation of business of Producer; (iii) the commencement by Producer of any case, proceeding or case is commencedother action seeking reorganization, without the application or consent of Recipientarrangement, in any court of competent jurisdictionadjustment, seeking (a) the liquidation, dissolution or winding-up, composition of it or the composition or readjustment of its debts of Recipient, (b) the appointment of a trustee, receiver, custodian, liquidator, or the like of Recipient or of all or any substantial part of its assets, or (c) similar relief in respect to Recipient under any law relating to bankruptcy, insolvency, reorganization, winding-upreorganization or relief of debtors, or composition seeking appointment of a receiver, trustee, custodian or adjustment other similar official for it or for all or any substantial part of debtsits property; or (iv) the commencement of any case, and such proceeding or case continues undismissed, or an order, judgment, or decree approving or ordering any of the foregoing is entered and continues unstayed and in effect for a period of sixty consecutive days, or other action against Producer seeking to have an order for relief entered against Recipient it as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it 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 Producer: (A) fails to obtain a dismissal of such case, proceeding, or other action within 90 days of its commencement; or (B) is entered the subject of an order of relief that is not fully stayed within 30 days after the entry thereof. b. Upon the occurrence of any default by Producer under this Agreement, Owner may, at its option, terminate this Agreement by providing written notice to Producer. Upon any such termination of this Agreement, Producer will not be refunded the Guaranteed Fee paid prior to default. c. The rights and remedies of either party under this Agreement shall be non-exclusive and shall be in addition to and cumulative of all other remedies available to such party at law or in equity. d. The parties acknowledge the potential impact of the Events on the residential areas near the Park. Accordingly, if within 30 days of the completion of an involuntary case under Event during the Federal Bankruptcy Code Term a petition is signed and submitted to Owner by residents representing 250 of the single-family and/or multi-family residential units located within 0.5 miles of the boundaries of the Park (as now such boundaries are outlined in red on Addendum A) which petition raises one or hereafter more specific concerns or objections relating to the manner in effect)which Producer conducted such event, then Producer will promptly meet with Owner’s staff to develop a plan to address such specific concerns or objections for consideration by the City Council. Upon receipt of such a petition, Owner shall promptly provide Producer with a copy thereof and Producer shall have 60 days from its receipt of such petition from Owner to develop the response plan. Upon presentation of such plan to the City Council, if such plan is not acceptable to the City Council, or if no plan is produced within the time period allowed, then the City Council may, by unanimous vote of all councilmembers present at a duly-noticed public meeting of the City Council at which a quorum of the City Council is present, elect to terminate this Agreement.

Default Remedies Termination. Recipient will be in default under this Agreement upon the occurrence of any of the following events16.1 Default ------- If and whenever: 12.1. Recipient fails to perform, observe or discharge any of its covenants, agreements or obligations under this Agreement; 12.2. Any representation, warranty or statement made by Recipient in this Agreement or in any documents or reports relied upon by Agency to measure the delivery of services, the expenditure of funds or the performance by Recipient is untrue in any material respect when made; 12.3. Recipient (a) applies for the Tenant shall be in default in the payment of any money, whether hereby expressly reserved or consents to the appointment ofdeemed as rent, or taking any part thereof, and such default shall continue for seven (7) days following any specific due date on which the Tenant is to make such payment or, in the absence of possession bysuch specific due date, a receiver, custodian, trustee, or liquidator of itself or all of its property, for the seven (b7) admits in writing its inability, or is generally unable, days following written notice by the Landlord requiring the Tenant to pay its debts as they become due, (c) makes a general assignment for the benefit of its creditors, (d) is adjudicated a bankrupt or insolvent, (e) commences a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), (f) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (g) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (h) takes any action for the purpose of effecting any of the foregoingsame; or 12.4. A proceeding or case is commenced, without the application or consent of Recipient, in any court of competent jurisdiction, seeking (a) the liquidation, dissolution or winding-up, or the composition or readjustment of debts of Recipient, (b) the appointment Tenant's leasehold interest hereunder, or any goods, chattels or equipment of a trusteethe Tenant located in the Premises shall be taken or seized in execution or attachment, receiver, custodian, liquidatoror if any writ of execution shall issue against the Tenant and not be discharged within fourteen (14) days of its issuance, or the like Tenant shall become insolvent or commit an act of Recipient bankruptcy or become bankrupt or take the benefit of any Act that may be in force for bankrupt or insolvent debtors or become involved in voluntary or involuntary winding up, dissolution or liquidation proceedings, or if a receiver or receiver and manager shall be appointed for the affairs, business, property or revenues of the Tenant; or (c) the Tenant shall fail to commence, diligently pursue and complete the Tenant's work to be performed pursuant to any agreement to lease pertaining to the Premises or other agreement signed by the parties or fail to open for business when required by the provisions of this Lease, or vacate or abandon the Premises or fail or cease to operate pursuant to the provisions of this Lease or otherwise cease to conduct business from the Premises, or use or permit or suffer the use of the Premises for any purposes other than as allowed pursuant to this Lease, or fail to remedy or rectify any act or omission hereunder, or if the Tenant should make a bulk sale of its goods and assets which has not been consented to by the Landlord, or move or commence, attempt or threaten to move its goods, chattels and equipment out of the Premises other than in the routine and ordinary course of its business; or (d) the Tenant or any agent of the Tenant falsifies any report or statement required to be furnished to the Landlord or anyone else pursuant to this Lease; or (e) the Tenant makes a sale in bulk out of the ordinary course of business of any of its assets, wherever situated (other than a bulk sale made to an Assignee or Sublessee pursuant to a permitted assignment or subletting hereunder); or (f) the Tenant abandons or attempts to abandon the Premises, or sells or disposes of the trade fixtures, goods or chattels of the Tenant or removes them from the Premises so that there would not in the event of such sale or disposal be sufficient trade fixtures, goods or chattels of the Tenant on the Premises subject to distress to satisfy all rent due or accruing hereunder for a period of at least twelve (12) months; or (g) the Premises become and remain vacant for a period of five (5) consecutive days or are used by any persons other than such as are entitled to use them hereunder; or (h) ownership or control of the Tenant changes or the Tenant assigns, transfers, encumbers, sublets or permits the occupation or use or the parting with or sharing possession of all or any substantial part of its assetsthe Premises by anyone except in a manner permitted by this Lease; or (i) re-entry is permitted under any other term of this Lease; or (j) the Tenant fails to observe, perform or keep each and every of the covenants, agreements, stipulations, obligations, conditions and other provisions of this Lease to be observed, performed and kept by the Tenant and persists in such default, in the case of monetary payments, beyond the seven (7) day period stipulated in paragraph (a) aforesaid or, in the case of any other default, after seven (7) days following written notice from the Landlord requiring that the Tenant remedy, correct or comply or, in the case of any such default which would reasonably require more than seven (7) days to rectify, unless the Tenant shall commence rectification within the said seven (7) day notice period and thereafter promptly and diligently and continuously proceed with the rectification of any such default; then, and in each of such cases, and at the option of the Landlord and in addition to any other rights or remedies the Landlord may have pursuant to this Lease or at law, the Landlord may, immediately re-enter upon the Premises and may expel all occupants thereof and remove all property from the Premises and such property may be removed and sold or disposed of by the Landlord in such manner as it deems advisable, including by private sale, or (c) similar relief may be stored in respect a public warehouse or elsewhere at the cost and for the account of the Tenant, all without service of notice or resort to Recipient under legal process and without the Landlord being considered guilty of trespass or becoming liable for any law relating loss or damage which may be occasioned thereby. If the Landlord elects to bankruptcy, insolvency, reorganization, windingre-upenter the Premises as herein provided, or composition if it takes possession pursuant to legal proceedings or adjustment of debtspursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and such proceeding or case continues undismissedrepairs as are necessary in order to relet the Premises, or an orderany part thereof, judgment, for such term or decree approving or ordering any of the foregoing is entered and continues unstayed and in effect terms (which may be for a period of sixty consecutive daysterm extending beyond the Term) and at such rent and upon such other terms, or an order for relief against Recipient is entered covenants and conditions as the Landlord in an involuntary case under the Federal Bankruptcy Code (as now or hereafter in effect)its sole discretion considers advisable.

Default Remedies Termination. Recipient will 15.1 Default If and whenever: (a) the Licensee shall become insolvent or commit an act of bankruptcy or become bankrupt or take the benefit of any Statute that may be in default under this Agreement upon force for bankrupt or insolvent debtors or become involved in voluntary or involuntary winding up, dissolution or liquidation proceedings, or if a receiver or receiver and manager shall be appointed for the occurrence of any affairs, business, property or revenues of the following events:Licensee; or 12.1. Recipient (b) the Licensee, if a corporation or society, is dissolved, is subject to an application to wind up, or otherwise fails to performremain in good standing under the applicable legislation pursuant to which it is incorporated, observe organized or discharge any otherwise created; or (c) subject to the foregoing, if the Licensee neglects or fails to observe, perform or comply with each and every of its covenants, agreements covenants or obligations under this Agreement; 12.2. Any representationAgreement and shall persist in such neglect or failure after ten (10) days following written notice from the Town requiring that the Licensee cure such neglect or failure or, warranty in the ease of any such neglect or statement made failure which would reasonably require more than ten (10) days to cure but could be cured within a commercially reasonable period of time, all as determined by Recipient the Town acting reasonably, unless the Licensee shall commence rectification as soon as reasonably possible within the said ten (10) day notice period and thereafter promptly and diligently and continually proceed to cure such neglect or failure within such commercially reasonable period of time; then, in this Agreement each, of such events which are events of default, at the option of the Town, and in addition to and without prejudice to any other rights or in any documents remedies the Town may have hereunder or reports relied upon by Agency to measure the delivery of servicesat law or equity (including, without limitation, injunctive relief), the expenditure Town may do all or any of funds or the performance by Recipient is untrue in any material respect when made; 12.3. Recipient (a) applies for or consents to following, namely, enter upon the appointment ofLicensed Premises, or taking of possession by, a receiver, custodian, trustee, or liquidator of itself or expel all of its property, (b) admits in writing its inability, or is generally unable, to pay its debts occupants thereof utilizing such force as they become due, (c) makes a general assignment for the benefit of its creditors, (d) is adjudicated a bankrupt or insolvent, (e) commences a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), (f) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (g) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (h) takes any action may decor reasonably necessary for the purpose of effecting any thereof, remove all property of the foregoing; or 12.4Licensee from the Licensed Premises and terminate this Agreement. A proceeding The Licensee hereby releases the Town from all actions, proceedings, claims and demands whatsoever for or case is commenced, without in respect of any action taken by the application or consent of Recipient, Town in any court of competent jurisdiction, seeking (a) the liquidation, dissolution or winding-up, or the composition or readjustment of debts of Recipient, (b) the appointment event of a trustee, receiver, custodian, liquidator, or default by the like of Recipient or of all or any substantial part of its assets, or (c) similar relief in respect to Recipient under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case continues undismissed, or an order, judgment, or decree approving or ordering any of the foregoing is entered and continues unstayed and in effect for a period of sixty consecutive days, or an order for relief against Recipient is entered in an involuntary case under the Federal Bankruptcy Code (Licensee as now or hereafter in effect)aforesaid.

Default Remedies Termination. Recipient will be in default under this Agreement upon the occurrence of any of the following events16.1 Default ------- If and whenever: 12.1. Recipient fails to perform, observe or discharge any of its covenants, agreements or obligations under this Agreement; 12.2. Any representation, warranty or statement made by Recipient in this Agreement or in any documents or reports relied upon by Agency to measure the delivery of services, the expenditure of funds or the performance by Recipient is untrue in any material respect when made; 12.3. Recipient (a) applies for the Tenant shall be in default in the payment of any money, whether hereby expressly reserved or consents to the appointment ofdeemed as rent, or taking any part thereof, and such default shall continue for ten (10) days following any specific due date on which the Tenant is to make such payment or, in the absence of possession bysuch specific due date, a receiver, custodian, trustee, or liquidator of itself or all of its property, for the ten (b10) admits in writing its inability, or is generally unable, days following written notice by the Landlord requiring the Tenant to pay its debts as they become due, (c) makes a general assignment for the benefit of its creditors, (d) is adjudicated a bankrupt or insolvent, (e) commences a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), (f) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (g) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (h) takes any action for the purpose of effecting any of the foregoingsame; or 12.4. A proceeding or case is commenced, without the application or consent of Recipient, in any court of competent jurisdiction, seeking (a) the liquidation, dissolution or winding-up, or the composition or readjustment of debts of Recipient, (b) the appointment Tenant's leasehold interest hereunder, or any goods, chattels or equipment of a trusteethe Tenant located in the Premises shall be validly taken or seized after due process in execution or attachment, receiver, custodian, liquidatoror if any writ of execution shall issue against the Tenant and not be discharged within twenty one (21) days of its issuance, or the like Tenant shall become insolvent or commit an act of Recipient bankruptcy or become bankrupt or take the benefit of any Act that may be in force for bankrupt or insolvent debtors or become involved in voluntary or involuntary winding up, dissolution or liquidation proceedings, or if a receiver or receiver and manager shall be appointed for the affairs, business, property or revenues of the Tenant; or (c) The Tenant shall fail to commence, diligently pursue and complete the Tenant's work to be performed pursuant to any agreement to lease pertaining to the Premises or other agreement signed by the parties or fail to open for business when required by the provisions of the Lease, or vacate or abandon the Premises or fail or cease to operate pursuant to the provisions of this Lease or otherwise cease to conduct business from the Premises, or use or permit or suffer the use of the Premises for any purposes other than as allowed pursuant to this Lease, or fail to remedy or rectify any act or omission hereunder, or move or commence, attempt or threaten to move its goods, chattels and equipment out of the Premises other than in the routine and ordinary course of business; or (d) the Tenant commences a wholesale removal of trade fixtures, goods or chattels of the Tenant sufficient to negate the Landlord's remedy of distraint for unpaid rent; or (e) the Premises become and remain vacant for a period of five (5) consecutive days other than a holiday vacation office closure of which the Landlord has been given prior notice or the Premises are used by any persons other than such as are entitled to use them hereunder; or (f) The Tenant assigns, transfers, encumbers, sublets or permits the occupation or use or the parting with or sharing possession of all or any substantial part of its assetsthe Premises by anyone except in a manner permitted by this Lease; or (g) re-entry is permitted under any other term of this Lease; or (h) the Tenant fails to observe, perform or keep each and every of the covenants, agreements, stipulations, obligations, conditions and other provisions of this Lease to be observed, performed and kept by the Tenant and persists in such default, in the case of monetary payments, beyond the ten (10) day period stipulated in paragraph (a) aforesaid or, in the case of any other default, after ten (10) days written notice from the Landlord requiring that the Tenant remedy, correct or comply or, in the case of any such default which would reasonably require more than ten (10) days to rectify, unless the Tenant shall commence rectification within the said ten (10) day notice period and thereafter promptly and diligently and continuously proceed with the rectification of any such default; then, and in each of such cases, and at the option of the Landlord and in addition to any other rights or remedies the Landlord may have pursuant to this Lease or at law, the Landlord may immediately re-enter upon the Premises and may expel all occupants thereof and remove all property from the Premises and such property may be removed and sold or disposed of by the Landlord in such manner as it deems advisable, including by private sale, or (c) similar relief may be stored in respect a public warehouse or elsewhere at the cost and for the account of the Tenant, all without service of notice or resort to Recipient under legal process and without the Landlord being considered guilty of trespass or becoming liable for any law relating loss or damage which may be occasioned thereby. If the Landlord elects to bankruptcy, insolvency, reorganization, windingre-upenter the Premises as herein provided, or composition if it takes possession pursuant to the legal proceedings or adjustment of debtspursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and such proceeding or case continues undismissedrepairs as are necessary in order to relet the Premises, or an orderany part thereof, judgment, for such term or decree approving or ordering any of the foregoing is entered and continues unstayed and in effect terms (which may be for a period of sixty consecutive daysterm extending beyond the Term) and at such rent and upon such other terms, or an order for relief against Recipient is entered covenants and conditions as the Landlord in an involuntary case under the Federal Bankruptcy Code (as now or hereafter in effect)its sole discretion considers advisable.

Default Remedies Termination. Recipient will be in default under this Agreement upon the a. The occurrence of any one or more of the following eventsshall constitute a default by Producer under this Agreement: 12.1. Recipient fails (i) failure of Producer to materially perform, observe or discharge any of its covenants, agreements or obligations under this Agreement; 12.2. Any representation, warranty or statement made by Recipient in this Agreement or in any documents or reports relied upon by Agency to measure the delivery of services, the expenditure of funds or the performance by Recipient is untrue in any material respect when made; 12.3. Recipient (a) applies for or consents to the appointment of, or taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all of its property, (b) admits in writing its inability, or is generally unable, to pay its debts as they become due, (c) makes a general assignment for the benefit of its creditors, (d) is adjudicated a bankrupt or insolvent, (e) commences a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), (f) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (g) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (h) takes any action for the purpose of effecting comply with any of the foregoingterms, covenants, conditions or provisions of this Agreement, which failure is not cured within 30 days of Producer’s receipt of written notice of such failure from Owner; orprovided, however, that if the parties agree in writing that failure by Producer is of such a nature that it cannot reasonably be cured within 30 days, then Producer shall not be in default hereunder if it commences to cure such failure within such 30-day period and prosecutes such cure diligently, pursuant to the written agreement of the parties, to completion; 12.4. A (ii) the termination, dissolution, liquidation or permanent cessation of business of Producer; (iii) the commencement by Producer of any case, proceeding or case is commencedother action seeking reorganization, without the application or consent of Recipientarrangement, in any court of competent jurisdictionadjustment, seeking (a) the liquidation, dissolution or winding-up, composition of it or the composition or readjustment of its debts of Recipient, (b) the appointment of a trustee, receiver, custodian, liquidator, or the like of Recipient or of all or any substantial part of its assets, or (c) similar relief in respect to Recipient under any law relating to bankruptcy, insolvency, reorganization, winding-upreorganization or relief of debtors, or composition seeking appointment of a receiver, trustee, custodian or adjustment other similar official for it or for all or any substantial part of debtsits property; or (iv) the commencement of any case, and such proceeding or case continues undismissed, or an order, judgment, or decree approving or ordering any of the foregoing is entered and continues unstayed and in effect for a period of sixty consecutive days, or other action against Producer seeking to have an order for relief entered against Recipient it as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it 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 Producer: (A) fails to obtain a dismissal of such case, proceeding, or other action within 90 days of its commencement; or (B) is entered in the subject of an involuntary case order of relief that is not fully stayed within 30 days after the entry thereof. b. Upon the occurrence of any default by Producer under this Agreement, Owner may, at its option, terminate this Agreement by providing written notice to Producer. Upon any such termination of this Agreement, Producer will not be refunded the Federal Bankruptcy Code (as now or hereafter in effect)Guaranteed Fee paid prior to default.