Delay by the Supplier Clause Samples

The 'Delay by the Supplier' clause defines the procedures and consequences when the supplier fails to meet agreed-upon deadlines or delivery schedules. Typically, this clause outlines the circumstances under which delays are considered excusable or non-excusable, the process for notifying the other party of a delay, and any remedies or penalties that may apply, such as liquidated damages or extensions of time. Its core function is to allocate responsibility for delays, provide a clear framework for managing disruptions, and protect the interests of the party expecting timely performance.
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Delay by the Supplier. In case Supplier anticipates delay, it shall immediately notify Purchaser in writing, identifying both the cause and estimated duration of the delay. This does not limit Supplier’s liabilities resulting from late delivery. In case the Delivery Time is exceeded for any reason other than Force Majeure, or for a reason solely attributable to Purchaser, Purchaser shall be entitled to compensation as liquidated damages. Unless otherwise agreed in the Purchase Agreement, the amount of liquidated damages shall be 0,5 % of the purchase price of the Purchase Agreement for each day beginning the first calendar day on which Delivery Time is exceeded, up to the maximum of 5 % per cent of the Purchase Price. In the event the Supplier’s delay continues after the maximum amount of the liquidated damages has materialized, the Purchaser shall be entitled to immediately terminate the Purchase Agreement. In order to claim liquidated damages, it is not necessary for Purchaser to prove that actual damage resulted from the delay. The Purchaser’s is further entitled to all other damages and remedies permitted by the law. Purchaser does not need to claim the liquidated damages at the time of acceptance or delivery, and it is enough that such claim is made at the time of final invoice.
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Delay by the Supplier. Should the Supplier have reason to assume that he will not be able to reach the Delivery Time, he shall immediately notify the Purchaser, stating the cause and estimated duration of the delay and accelerate the delivery. Should the Delivery Time be exceeded, the Purchaser shall be entitled to compensation, as liquidated damages, of the percentage of the purchase price of the delayed Products for each day by which the Delivery Time is exceeded. Unless otherwise agreed in the Purchase Agreement in connection with liquidated damages, the Supplier shall pay zero point five per cent (0.5%) for each day of delay, up to the maximum of ten per cent (10%) of the purchase price of the Product in delay. In the event of the Supplier's delay continuing after the maximum amount of the liquidated damages is reached, the Purchaser shall be entitled to cancel or terminate the Purchase Agreement with immediate effect and be entitled to get compensation in an amount corresponding to the damage occasioned through the delay to such extent that the damage exceeds the amount of liquidated damages specified in this Article.
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Delay by the Supplier. If Supplier shall fail or refuse to proceed with this order, or if Supplier shall fail to make delivery of all items within the specified times agreed upon in the Purchase Agreement or on the Purchase Order, Purchaser shall have the right to cancel all or any part of this order. Time is of the essence to this contract. The Supplier agrees that if the goods ordered are not delivered at the time and in accordance with purchaser's instructions, and purchaser pays or incurs any damages, penalty or other charge for a late delivery or performance under the terms of the aforesaid contract(s) on account of supplier's late delivery, supplier shall immediately indemnify and hold harmless purchaser therefore.
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Delay by the Supplier. If at any time the Supplier's requirement for delivery of GFE changes because of a Delay by the Supplier in meeting its obligations under the Contract, DALO shall use re asonable endeavours to accommodate changes to the Supplier's requirements for delivery GFE and make any relevant change to the Contract in accordance with clause 4.1, if possible.
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Delay by the Supplier. As described in section 5.4 above, it is of utmost importance to SLL that the Scope of Delivery follows the Time Schedule. In these circumstances, SLL may from the Supplier receive a penalty amount equivalent to 10 % of the Purchase Price for any Window delivered after the final day according to the Time Schedule and for which Window the Supplier is responsible and has not been released from liability according to section 6.7.3 above or section 18 below. For the avoidance of doubt, ▇▇▇’s right to penalty according to this section 8.1.2 shall not in any way limit SLL’s right to suspension according to section 6.7 above. If a delay according to this section 8.1.2 causes a delay of the taking into operation according to the Final Commissioning Program, SLL shall be entitled to damages from the Supplier for any damage that SLL is caused as a result of the delay up to the amount of maximal damages stated in section 11.1 below, any penalty paid under this section 8.1.2 shall however be deducted from such amount. If the Supplier is unable to fulfill the conditions for delivery, approval and succession of the Equipment within three (3) months from the points in time stated in the Time Schedule, SLL shall be entitled to terminate the Agreement. If SLL terminates the Agreement according to this section, SLL is entitled to receive repayment of paid parts of the Purchase Price plus interest according to the applicable reference interest. In case of termination according to this section, no cost for utilization of the Equipment such as rent or the like, shall be paid by SLL.
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Related to Delay by the Supplier

  • Termination by the Sellers The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.

  • Clean-Up Terminations by the Sellers (a) The Sellers shall have the right to elect to terminate this Agreement in the event that the remaining Serviced Appointments have generated LTM Fee Revenue that is less than 5% of the aggregate fee revenue generated by all Appointments that are Serviced Appointments as of January 1, 2024 in the twelve-month period prior to January 1, 2024. (b) In the event the Sellers elect to terminate this Agreement pursuant to clause (a) above, the Sellers shall, concurrently with such termination, pay to the Purchasers an amount equal to LTM Fee Revenue multiplied by 1.40. (c) For purposes of this Agreement, “LTM Fee Revenue” means the fee revenue (excluding net interest income but including money market fund fees) generated by all remaining Serviced Appointments in the last full twelve-month period prior to the time the Sellers elect to exercise their termination right pursuant to this Section 7.2.2.

  • Deliveries by the Seller Subject to the conditions set forth in this Agreement, at or prior to the Closing, the Seller shall deliver or cause to be delivered to Buyer: (a) the Rights Agreement, duly executed by the Seller ; (b) a ▇▇▇▇ of sale and assignment agreement, in form and substance reasonably satisfactory to the Buyer (the “▇▇▇▇ of Sale”), duly executed by Seller; (c) the subscription list in respect of the Buyer Stock Closing Consideration, duly executed by the Seller (the “Subscription List”); (d) duly executed assignment and assumption documents or instruments (in form and substance reasonably satisfactory to Buyer and Seller) assigning to Buyer all right, title and interest in and to the Intellectual Property Rights included in the Acquired Assets and pursuant to which Buyer assumes all the Assumed Liabilities; (e) a certificate, dated as of the Closing Date, executed by an authorized officer of Seller, certifying (i) the incumbency of each officer executing this Agreement or any other documents and instruments to be executed and delivered pursuant hereto on behalf of Seller and (ii) that attached thereto are true and complete copies of all resolutions of the board of directors (or equivalent governing body) and holders of voting securities of the Seller authorizing the transactions contemplated hereby or otherwise relating to this Agreement and the transactions contemplated hereby, and that all such resolutions are in full force and at and as of the Closing Date; (f) the Seller Closing Certificate; (g) evidence of the termination and release of any Encumbrance (other than Permitted Encumbrances) on any Acquired Asset, if applicable, in form and substance acceptable to Buyer; (h) the OCS Approval duly executed by the OCS; (i) subject to the provisions of Section 6.12 true, correct and complete copies of all Product Records currently possessed by the Seller; (j) the Valid Israeli Tax Certificate; (k) a true, correct and complete list of all Contracts that contain nondisclosure or confidentiality obligations that are binding on the Company with respect to the Business; and (l) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Acquired Assets, and simultaneously with such deliveries, all such steps will be taken by Seller as may be required to put Buyer in actual possession and operating control of the Acquired Assets.

  • Actions by the Sellers Upon termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to any Serviced Appointment subject to such termination, the Sellers may (A) terminate, or consent to the termination of, any Serviced Corporate Trust Contract relating to such Serviced Appointment, (B) sell, transfer, assign, or otherwise dispose of any such Serviced Appointment, or resign (or consent to removal) from any such Serviced Appointment, or (C) agree to do any of the foregoing.

  • Deliveries by the Sellers At the Closing, the Sellers shall deliver, or cause to be delivered, to Buyer the following: (a) an instrument of assignment executed by each Seller, in form and substance reasonably acceptable to Buyer, evidencing the transfer of its respective Acquired Interests to Buyer, free and clear of all Liens; (i) a copy of the certificate of formation (or equivalent organizational document) of the Company certified by the secretary of state (or equivalent Governmental Authority) of the jurisdiction of organization of the Company, (ii) a copy of the limited liability company or operating agreement of the Company, and (iii) a copy of the resolutions of the governing body of the Company authorizing the transactions contemplated by this Agreement, to the extent required by the Company’s limited liability company agreement, each certified by an officer of the Company; (c) a certificate of the New Hampshire Secretary of State as to the good standing of the Company in such jurisdiction, dated no earlier than thirty (30) days prior to the Closing Date; (d) written resignations of the managers and officers of the Company designated by ▇▇▇▇▇ at least two (2) Business Days prior to the Closing Date, effective as of the Closing, in form and substance reasonably acceptable to Buyer; (e) pay-off letter(s) and Lien release documentation and/or authorization from the lender(s) or other payee(s) of the Pay-Off Indebtedness, in form and substance reasonably acceptable to Buyer, setting forth the full amount due and owing as of the Closing Date necessary for the satisfaction and discharge of all such indebtedness; (f) invoices or other documentation from the payee(s) of the Closing Selling Expenses, in form and substance reasonably acceptable to Buyer, setting forth the full amount due and owing as of the Closing Date necessary for the satisfaction and discharge of all such expenses; (g) an Investor Representation and Lock-Up Agreement between Buyer and each Seller, substantially in the form attached hereto as Exhibit C, dated as of the Closing Date and executed by such Seller (the “Lock-Up Agreements”); (h) a duly completed and properly executed IRS Form W-9 from each Seller (or if the applicable Seller is disregarded as separate from its owner for U.S. federal income Tax purposes, the applicable direct or indirect parent of such Seller) and Sellers’ Representative, in each case dated as of the Closing Date; (i) all approvals, consents, estoppels and waivers set forth on Schedule 2.5, duly executed by the applicable party or parties; (j) a landlord estoppel and consent to assignment of lease, substantially in the form attached hereto as Exhibit D, dated as of the Closing Date and executed by the Company and the applicable landlord (the “Lease Consent”); (k) evidence reasonably satisfactory to Buyer that all phantom stock plans, agreements or similar equity-based compensation arrangements of the Company (collectively, “Phantom Stock Plans”) have been (or will be as a result of the Closing) terminated and settled, which termination shall include a release from each participant in any Phantom Stock Plan that such participant has no further right or claims with respect thereto; (l) evidence reasonably satisfactory to Buyer that (i) any and all limited liability company agreements, operating agreements, buy-sell agreements or similar agreements with respect to the Company, and (ii) any and all Contracts with any Affiliates of any Seller have been terminated without liability to Buyer or any Buyer Affiliated Company (including the Company after the Closing); (m) the Escrow Agreement duly executed by Sellers’ Representative and the Escrow Agent; (n) an Irrevocable Proxy by the Sellers, substantially in the form attached hereto as Exhibit E, dated as of the Closing Date and executed by the Sellers; and (o) such other deliverables requested by ▇▇▇▇▇ as may be necessary or appropriate to effect the transactions contemplated hereby.