Procedure and Remedies Clause Samples

Procedure and Remedies. (a) Upon the occurrence and during the continuance of an Operator Event of Default, Owners shall have the right, in their sole and absolute discretion, to do either or both of (i) terminate this Agreement subject to delivery of a Notice to Operator of such termination, and (ii) except as otherwise provided in this Agreement, pursue any and all other remedies available at law, in equity or pursuant to this Agreement. (b) Upon the occurrence and during the continuance of an Owners Event of Default, Operator shall have the right, in its sole and absolute discretion, to do either or both of (i) terminate this Agreement subject to delivery of a Notice to Owners and the Lenders of such termination not later than thirty (30) days prior to the effective date of such termination, and (ii) except as other provided in this Agreement, pursue any and all other remedies available at law, in equity or pursuant to this Agreement. (c) Notwithstanding any other provision of this Agreement to the contrary, (i) Owners shall not terminate this Agreement following the occurrence of an Operator Event of Default if, prior to Operator receiving the Notice of such termination, and notwithstanding the expiration or unavailability of any cure period provided under this Agreement, Operator shall have cured the Operator Event of Default and (ii) Operator shall not terminate this Agreement following the occurrence of an Owners Event of Default if, prior to Owners receiving the Notice of such termination, and notwithstanding the expiration or unavailability of any cure period provided under this Agreement, Owners shall have cured the Owners Event of Default.
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Procedure and Remedies. (a) Upon the occurrence and during the continuance of an Operator Event of Default, Owner shall have the right, in its sole and absolute discretion, to do any or all of the following: (1) to terminate this Agreement by Notice to Operator pursuant to Section 9.1(a); and/or (2) to pursue any and all other remedies available at law or in equity, subject to the dispute resolution procedures set forth in Article 12 and the other limitations set forth in this Agreement. (b) Upon the occurrence and during the continuance of an Owner Event of Default, Operator shall have the right, in its sole and absolute discretion, to do any or all of the following: (1) to terminate this Agreement by Notice to Owner pursuant to Section 9.2; and/or (2) to pursue any and all other remedies available at law or in equity, subject to the dispute resolution procedures set forth in Article 12 and the other limitations set forth in this Agreement.
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Procedure and Remedies. Upon the occurrence and during the continuance of a Provider Event of Default other than the type set forth in Section 11.1(d), Owner shall have the right, in its sole and absolute discretion, and by delivering notice of such election to Provider, to: (i) pursue any and all other remedies available at law or in equity, subject to the Dispute resolution procedures and the other limitations set forth in this Agreement or (ii) receive a credit to the Fixed Operating Fee under the Operating Agreement, to be applied on a monthly basis, in an amount that is equal to (x) the annual Fixed Operating Fee (as defined in the Operating Agreement) divided by 365, multiplied by (y) the number of days in such month during which Provider fails to cure such Provider Event of Default (each such credit, a “Monthly Fixed Operating Fee Credit”) and continuing until the date on which Provider provides notice that such breach has been cured; provided that, if Owner elects to receive the Monthly Fixed Operating Fee Credit, such Monthly Fixed Operating Fee Credit shall be applied immediately upon the material breach giving rise to a Provider Event of Default (including retroactively, if necessary) notwithstanding any cure period set forth herein; provided further that the aggregate Monthly Fixed Operating Fee Credit(s) applied to the Fixed Operating Fee payable under the Operating Agreement in any calendar year, together with any other credits or waivers applied to the Fixed Operating Fee under the Operating Agreement, shall not exceed the Fixed Operating Fee payable for such calendar year for all breaches under this Agreement and the Operating Agreement (“
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Related to Procedure and Remedies

  • Disputes and Remedies 6.01 Agreement of the Parties The Parties agree that the interests of fairness, efficiency, and good business practices are best served when the Parties employ all reasonable and informal means to resolve any dispute under the Contract before resorting to formal dispute resolution processes otherwise provided in the Contract. The Parties will use all reasonable and informal means of resolving disputes prior to invoking a remedy provided elsewhere in the Contract, unless HHSC immediately terminates the Contract in accordance with the terms and conditions of the Contract. Any dispute, that in the judgment of any Party to the Agreement, may materially affect the performance of any Party will be reduced to writing and delivered to the other Party within 10 business days after the dispute arises. The Parties must then negotiate in good faith and use every reasonable effort to resolve the dispute at the managerial or executive levels prior to initiating formal proceedings pursuant to the UTC and Texas Government Code §2260, unless a Party has reasonably determined that a negotiated resolution is not possible and has so notified the other Party. The resolution of any dispute disposed of by agreement between the Parties will be reduced to writing and delivered to all Parties within 10 business days of such resolution.

  • Termination and Remedies a. Provided no TO is outstanding and remains to be performed by either party, this Agreement may be terminated by either party upon 30 days prior written notice to the other party. b. Any TO may be terminated under the following circumstances: i. by both Parties on mutual written agreement of the Parties; ii. by either Party for its convenience with written notice and after the Termination Notice Period specified in the Additional Terms has expired; iii. by Mercy Corps immediately upon written notice in the event Mercy Corps’ donor(s) terminates or withdraws funding that Mercy Corps would use to pay Contractor under the Additional Terms; iv. by either Party due to the non-terminating Party’s breach of this Agreement and failure to correct such breach within 15 days prior notice of such breach; v. be either Party upon written notice if a force majeure event, including any not reasonably foreseeable war, insurrection, change in law or government action or inaction, strike, natural disaster or similar event, prevents the terminating Party from being able to fulfill its obligations under this Agreement; or vi. by Mercy Corps immediately upon written notice if Mercy Corps using its sole discretion determines that Contractor has or will breach any of its warranties, covenants or representations in this Agreement, in which case Mercy Corps may withhold any and all amounts owed to Contractor until such breach is remedied. In the event of termination due to Contractor’s breach or by Contractor for Contractor’s convenience, Mercy Corps will not be obligated to pay Contractor for any partially completed work. In the event termination is due to Mercy Corps’ breach, by Mercy Corps for Mercy Corps convenience, due to force majeure event, or due to loss of funding, Mercy Corps will be obligated to pay Contractor for its reasonable, pro-rated costs of work completed and expenses properly incurred prior to termination. However, Mercy Corps will not be responsible for any expenses incurred in anticipation of termination or suspension. If Mercy Corps determines that Contractor has or will breach any of its warranties, covenants or representations in this Agreement, Mercy Corps may, in addition to any other remedies for such breach available at law or in equity, terminate this Agreement.

  • Waiver and Remedies The parties may (a) extend the time for performance of any of the obligations or other acts of any other party to this Agreement, (b) waive any inaccuracies in the representations and warranties of any other party to this Agreement contained in this Agreement or in any certificate, instrument or document delivered pursuant to this Agreement or (c) waive compliance with any of the covenants, agreements or conditions for the benefit of such party contained in this Agreement. Any such extension or waiver by any party to this Agreement will be valid only if set forth in a written document signed on behalf of the party or parties against whom the waiver or extension is to be effective. No extension or waiver will apply to any time for performance, inaccuracy in any representation or warranty, or noncompliance with any covenant, agreement or condition, as the case may be, other than that which is specified in the written extension or waiver. No failure or delay by any party in exercising any right or remedy under this Agreement or any of the documents delivered pursuant to this Agreement, and no course of dealing between the parties, operates as a waiver of such right or remedy, and no single or partial exercise of any such right or remedy precludes any other or further exercise of such right or remedy or the exercise of any other right or remedy. Any enumeration of a party’s rights and remedies in this Agreement is not intended to be exclusive, and a party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity.

  • Restoration of Rights and Remedies If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.