Default Termination and Remedies Clause Samples
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Default Termination and Remedies. 22 Section 11.1 Default 22 Section 11.2 Default Remedy 23 Section 11.3 Termination for Default 23 ARTICLE XII MISCELLANEOUS 23 Section 12.1 Authorized Representative 23 Section 12.2 Notices 24 Section 12.3 Further Assurances 24 Section 12.4 No Dedication of Facilities 24 Section 12.5 Force Majeure 24 Section 12.6 Assignment of Agreement 24 Section 12.7 Entire Agreement 26 Section 12.8 Governing Law; Venue 26 Section 12.9 Representation 26 Section 12.10 Execution in Counterparts 26 Section 12.11 Effect of Section Headings 26 Section 12.12 Waiver 26 Section 12.13 Relationship of the Parties 27 Section 12.14 Third Party Beneficiaries 27 Section 12.15 Indemnification 27 Section 12.16 Limitation of Liability 27 Section 12.17 Severability 28 Section 12.18 Disclosure of Information 28 Section 12.19 Fixed-Rate Contract: Mobile-Sierra Clause 28 Section 12.20 No Agreement for Retail Electric Service 29 Section 12.21 Attorneys’ Fees 29 Section 12.22 LADWP Business Policies 29 Section 12.22.1 Non-Discrimination and Equal Employment Practices 29 Section 12.22.2 Affirmative Action Program 32 Section 12.22.3 Compliance With Los Angeles City Charter Section 470(c)(12) 36 Section 12.22.4 Child Support Policy 37 Section 12.22.5 Equal Benefits Policy 37 Section 12.22.6 Contractor Responsibility Program 38 Section 12.22.7 Iran Contracting Act 38 Section 12.22.8 Los Angeles City Business Tax Registration Certificate 38 Section 12.22.9 Taxpayer Identification Number (TIN) 38 Section 12.22.10 Counterparts and Signatures 38 APPENDIX A FACILITY ................................................................................................... A-1 APPENDIX B BUYER AND SELLER BILLING, NOTIFICATION AND CONTACT INFORMATION...................................................................... B-1 APPENDIX C ENERGY PRODUCTION PROFILE ......................................................... C-1 APPENDIX D FORM OF GENERAL CONSENT TO ASSIGNMENT............................ D-1 APPENDIX E FORM OF CONSENT TO COLLATERAL ASSIGNMENT AND PAYMENT DIRECTION.............................................................................E-1 THIS STANDARD OFFER POWER PURCHASE AGREEMENT (“Agreement”) is
Default Termination and Remedies. 3.1 This Agreement may be terminated prior to the expiration of the Term upon the occurrence of any of the following (each an “EVENT OF DEFAULT”):
(a) the failure of Customer to pay to KeyNetGPS any sums or amounts due and owing for the Services; or
(b) the failure or neglect of Customer to observe, keep or perform any of the covenants, terms and conditions of this Agreement; or
(c) the filing of a petition for Customer’s bankruptcy, whether voluntary or involuntary, or the assignment of Customer’s assets for the benefit of creditors, or a trustee or receiver is appointed to take charge of the business of Customer for any reason, or Customer becomes insolvent or voluntary or involuntary dissolves or is wound-up.
3.2 Upon the occurrence of any Event of Default and at any time thereafter KeyNetGPS may, in its sole discretion, do any one or more of the following: (i) upon notice to Customer, terminate this Agreement; (ii) declare immediately due and payable, and require Customer to pay, all amounts hereunder that are past due, currently due and due in the future during the entire Term of the Agreement; (iii) demand that Customer cease use of KeyNetGPS and that Customer return all equipment, information and other data relating to the KeyNetGPS to KeyNetGPS; (iv) enter Customer’s premises and take immediate possession of any KeyNetGPS equipment, without liability to KeyNetGPS or its agents for such entry, or for damage to property or otherwise; or (v) by written notice to Customer, demand that Customer (and Customer agrees that it shall) pay to KeyNetGPS (as liquidated damages for loss of a bargain and not as a penalty) on the date specified in such notice an amount (plus interest thereon at the rate of 10% per annum from said date to the date of actual payment) equal to all unpaid fees which absent an Event of Default would have been payable by Customer hereunder for the full Term hereof; or (vi) proceed by court action to enforce the terms hereof or to recover damages for the breach hereof. In addition, Customer shall be liable for all legal fees and other costs and expenses resulting from the foregoing defaults or the exercise of KeyNetGPS remedies hereunder. No remedy referred to in this section 3 is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to herein or otherwise available to KeyNetGPS at law or in equity. No express or implied waiver by KyNetGPS of any default shall constitute a waiver of any other...
Default Termination and Remedies. Default and termination of this Contract shall be governed by the provisions in the Instructions/
Default Termination and Remedies. A. Client Default. Client will be in default under the Agreement if any of the following
i. Client fails to make any payment of money in a timely manner;
ii. Client violates, permits any violation of, or acts in a manner inconsistent with, any licenses, agreements, or intellectual property rights related to the Agreement, any Hardware or Software serviced under the Agreement, or any Purchased Equipment;
iii. Client fails or refuses to perform each and every covenant in the Agreement;
iv. Client fails to maintain consistent communication with Crunchsoft; Crunchsoft sends courtesy notice, consisting of established client contact information on file, after 23 days of absent communication between Client and Crunchsoft. Client then has 7 days to contact Crunchsoft; should there be no contact from the Client to Crunchsoft and its staff for longer than the indicated 30 days, the services outlined in the Agreement, Estimate and/or Proposal and/or Quote are considered satisfactory and completed. Any and all payments made to Crunchsoft are non-refundable from Crunchsoft for any reason.
v. any representation or warranty of Client is untrue or becomes untrue during the Term;
vi. Client or its Affiliates commit or permit any other default under or breach of the Agreement or any other agreement between Client and Crunchsoft; or
vii. Client does not provide adequate access to Client’s facilities or takes any other action that causes Crunchsoft to not be able to perform their obligations under this Agreement; viii. commences a voluntary proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in any involuntary case under any such Applicable Law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of the Defaulting Party or for substantially all of its property or the Defaulting Party makes any general assignment for the benefit of its creditors; or
Default Termination and Remedies. Each ofthe following events or circumstances shall constitute a ‘Default’ by the responsible Party (the “Defaulting Party”):
Default Termination and Remedies. 15 Section 11.1 AERG Default..........................................................................15 Section 11.2 CILCO Default.........................................................................15 Section 11.3 Remedies..............................................................................16 Section 11.4
Default Termination and Remedies. In the event that: (i) any payment due from Buyer remains more than 30 days past due, (ii) Buyer or any guarantor of Buyer’s obligations hereunder (“Guarantor”) becomes insolvent, its business is dissolved or otherwise ceases, it assigns its assets for the benefit of its creditors, or enters (voluntarily or involuntarily) any bankruptcy or reorganization proceeding, or one of these events occurs for any guarantor of Buyer’s obligations to make payments, or (iii) there is an event of default by Buyer under this Agreement, Siemens may exercise any one or more of the following remedies (which remedies shall be cumulative, and may be exercised simultaneously, in each case to the extent permitted by law): (A) terminate this Agreement; (B) by written notice to Buyer, as liquidated damages for loss of a bargain and not as a penalty, declare the following Termination Payment as immediately due and owing: seventy-five percent (75%) of the total Service Payments for the remaining terms of this Agreement as of the date of Siemens notice (“Termination Payment”). The Termination Payment shall be calculated based on the payment period immediately following the date of such notice immediately due and payable; (C) demand and Buyer shall return the Equipment to Siemens; (D) secure peaceable repossession and removal of the Equipment by Siemens or its agent without judicial process, and in the event of either (C) or (D), Buyer shall pay all expenses in connection with the Equipment relating to its return, deinstallation, repossession and similar actions; and (E) exercise any other right or remedy that Siemens may have under applicable law. ▇▇▇▇▇ agrees to pay all of Siemens’s costs and expenses of enforcing ▇▇▇▇▇’s rights and remedies hereunder, including without limitation reasonable attorneys’ fees.
Default Termination and Remedies. 12.1 Seller Default 12.2 Buyer Default
Default Termination and Remedies. 36 (a) Seller Default................................................................................ 36 (b)
Default Termination and Remedies. 29 ARTICLE 12 Indemnity 35 ARTICLE 13 Insurance 37 ARTICLE 14 Dispute Resolution 40