Common use of Default Termination and Remedies Clause in Contracts

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 by Customer or a waiver of any of KeyNetGPS rights or remedies. To the extent permitted by applicable law, Customer hereby waives any rights now or hereafter conferred by statute or otherwise which may limit or modify any of KeyNetGPS rights or remedies under this section 3. 3.3 Customer expressly acknowledges and agrees that whenever the Customer is in breach of the terms and conditions of this Agreement, in addition to any other remedies available to KeyNetGPS, KeyNetGPS may prevent access to the Services without any liability to KeyNetGPS of any kind.

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 (viiv) 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 by Customer or a waiver of any of KeyNetGPS rights or remedies. To the extent permitted by applicable law, Customer hereby waives any rights now or hereafter conferred by statute or otherwise which may limit or modify any of KeyNetGPS rights or remedies under this section 3. 3.3 Customer expressly acknowledges and agrees that whenever the Customer is in breach of the terms and conditions of this Agreement, in addition to any other remedies available to KeyNetGPS, KeyNetGPS may prevent access to the Services without any liability to KeyNetGPS of any kind.