Termination of Agreement; Default Sample Clauses
The 'Termination of Agreement; Default' clause defines the conditions under which a contract may be ended before its natural expiration, particularly in cases where one party fails to meet its obligations. Typically, this clause outlines specific events or breaches that constitute default, such as non-payment or failure to deliver services, and describes the process for notifying the defaulting party and any opportunity to cure the breach. Its core function is to provide a clear mechanism for ending the agreement in response to significant problems, thereby protecting the non-breaching party and ensuring accountability.
Termination of Agreement; Default. A. This Agreement and all obligations hereunder may be terminated at any time, with or without cause, by the City upon five (5) days' written notice to Consultant.
B. If Consultant fails to perform any of its obligations under this Agreement within the time and in the manner herein provided or otherwise violates any of the terms of this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice. In such event, Consultant shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred hereunder, an amount which bears the same ratio to the total fees specified in the Agreement as the services satisfactorily rendered hereunder by Consultant bear to the total services otherwise required to be performed for such total fee; provided, however, that the City shall deduct from such amount the amount of damages, if any, sustained by City by virtue of the breach of the Agreement by consultant.
C. In the event this Agreement is terminated by City without cause, Consultant shall be entitled to any compensation owing to it hereunder up to the time of such termination, it being understood that any payments are full compensation for services rendered prior to the time of payment.
D. Upon termination of this Agreement with or without cause, Consultant shall turn over to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by Consultant or its subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this Agreement. Such materials shall become the permanent property of the City. Consultant, however, shall not be liable for the City's use of incomplete materials nor for the City's use of complete documents if used for other than the project contemplated by this Agreement.
Termination of Agreement; Default. 4.17.1. If:
(i) the Consultant fails to comply with any of the terms or conditions of this Agreement; or
(ii) a proceeding in bankruptcy, receivership or insolvency is instituted by or against the Consultant or its property; or
(iii) the Consultant makes an assignment for the benefit of creditors; or
(iv) the Consultant fails to comply with applicable laws, by-laws, or statutory regulations in force from time to time; or
(v) the Consultant ceases or threatens to cease to carry on its business;
(vi) the G.N.W.T. shall provide written notice to the Consultant of the default and the Consultant shall have a period of thirty (30) days from the date of the notice to cure the default to the satisfaction of the G.N.W.T. in its unfettered discretion. If a default continues for more than thirty (30) days, the G.N.W.T. may terminate this Agreement by delivery of notice in writing to that effect to the Consultant.
4.17.2. The Consultant shall be liable to and upon demand therefore pay to the G.N.W.T. an amount equal to all loss and damage suffered by the G.N.W.T. by reason of non- completion of the Services by the Consultant. If the Consultant fails to pay for such loss or damage on demand, the G.N.W.T. shall be entitled to deduct the same from any payments due and payable to the Consultant. Termination under this sub-clause does not operate so as to relieve or discharge the Consultant from any obligation under this Agreement or imposed upon them by law in respect to the Services or any portion thereof that they have completed.
4.17.3. Such termination shall not limit in anyway the G.N.W.T.’s recourse to any remedies available to it at law, equity or otherwise.
Termination of Agreement; Default. A. This Agreement and all obligations hereunder may be terminated at any time, without cause, by the City upon 60-days’ written notice to organization, or with cause, by the City upon 15 days’ written notice to organization.
B. If organization fails to perform any of its obligations under this Agreement within the time and in the manner herein provided or otherwise violate any of the terms of this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice. In such event, organization shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred hereunder, an amount which bears the same ratio to the total fees specified in the Agreement as the services satisfactorily rendered hereunder by organization bear to the total services otherwise required to be performed for such total fee; provided, however, that the City shall deduct from such amount the amount of damages, if any, sustained by City by virtue of the breach of the Agreement by organization.
▇. ▇▇ the event this Agreement is terminated by City without cause, organization shall be entitled to any compensation owing to it hereunder up to the time of such termination, it being understood that any payments are full compensation for services rendered prior to the time of payment.
D. Upon termination of this Agreement with or without cause, organization shall turn over to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by organization or its subcontractors, if any, or given to organization or its subcontractors, if any, in connection with this Agreement. Such materials shall become the permanent property of the City. Organization, however, shall not be liable for the City's use of incomplete materials nor for the City's use of complete documents if used for other than the project contemplated by this Agreement.
Termination of Agreement; Default. If this Agreement is terminated solely due to Purchaser’s failure to perform or close the transaction hereunder, except as permitted pursuant to the terms and conditions hereof, then as Seller’s sole remedy and upon notice to Purchaser, Seller may declare this Agreement terminated, and Escrow Agent shall pay over to Seller the ▇▇▇▇▇▇▇ Money as liquidated damages, and thereupon the parties hereto shall be relieved of all obligations hereunder. If this Agreement is terminated due to Seller’s failure to perform or close the transaction hereunder, then Purchaser may ▇▇▇ for specific performance only, but not for damages. The remedies set forth in this Section shall be the sole and exclusive remedies of the parties.
Termination of Agreement; Default. A. This Agreement and all obligations hereunder may be terminated at any time, with or without cause, by District upon 5-days' written notice to Consultant.
B. If Consultant fails to perform any of its obligations under this Agreement within the time and in the manner herein provided or otherwise violate any of the terms of this Agreement, in addition to all other remedies provided by law, District may terminate this Agreement immediately upon written notice. In such event, Consultant shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred hereunder, an amount which bears the same ratio to the total fees specified in the Agreement as the services satisfactorily rendered hereunder by Consultant bear to the total services otherwise required to be performed for such total fee; provided, however, that District shall deduct from such amount the amount of damages, if any, sustained by District by virtue of the breach of the Agreement by Consultant.
C. Upon termination of this Agreement with or without cause, Consultant shall turn over to the District immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by Consultant or its subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this Agreement. Such materials shall become the permanent property of District. Consultant, however, shall not be liable for District's use of incomplete materials nor for District's use of complete documents if used for other than as contemplated by this Agreement.
D. In addition to the foregoing right to terminate for default, District reserves the absolute right to terminate this Agreement without cause, upon written notice to Consultant. In the event of termination without cause, Consultant shall be entitled to payment in an amount not to exceed the Not- To-Exceed Amount which shall be calculated as follows:
(1) Payment for Services then satisfactorily completed and accepted by District, plus (2) Payment for Additional Services satisfactorily completed and accepted by District, plus (3) Reimbursable Expenses actually incurred by Consultant prior to the date of termination, as approved by District. The amount of any payment made to Consultant prior to the date of termination of this Agreement shall be deducted from the amounts described in (1), (2) and (3) above. Consultant shall not be entitled to any claim or lien agai...
Termination of Agreement; Default. 21 17. Expenses of the Transaction.................................................................... 23 18. Notices........................................................................................ 24
Termination of Agreement; Default. This Agreement and all obligations hereunder may be terminated at any 254 time, with or without cause, by the City upon 5-days' written notice to Consultant.
Termination of Agreement; Default. 16.1 If this Agreement shall terminate or be terminated (i) by mutual consent of Seller or Purchaser, (ii) pursuant to the express provisions of Sections 12.1 or 14.1, or (iii) because one or more conditions to Purchaser's obligation to close title as set forth in Article 11 (other than Section 11.1.4, which shall not entitle Purchaser to terminate this Agreement) shall fail to be fulfilled or waived by Purchaser, and such failure is not due to the default by Purchaser of its obligations hereunder, then upon such termination (A) at Seller's option, Purchaser shall assign and transfer to Seller all of Purchaser's right, title and interest in and to the In Rem Parcels(to the extent assignable and, if Purchaser shall theretofore have acquired title to the In Rem Parcels, Purchaser shall transfer same to Seller upon the same terms as Purchaser acquired the same and Seller shall pay Purchaser its actual, out-of-pocket cost to acquire same), and (B) Seller shall return to Purchaser the Deposit (together with interest thereon at the Interest Rate from the date the Deposit or each installment thereof is paid to Seller until the date so refunded to Purchaser). Except for the foregoing, and for those obligations hereunder that are specifically stated to survive termination hereof, following the termination of this Agreement neither party shall have any obligations of any nature to the other hereunder or by reason hereof.
16.2 suffer on account of a default by Purchaser and the failure of the Closing to occur, which damages Purchaser and Seller agree are incapable of an exact determination of amount: the removal of the Premises from the real estate market during the period of this Agreement and the loss of the possibility of obtaining a new purchaser during such time at a higher amount; the possibility of being unable to find a new purchaser for the amount of the Purchase Price after Purchaser's default; various restrictions related to the management and maintenance of the Premises during the period of this Agreement, including without limitation restrictions against entering into new Leases; and the inconvenience of relisting the Premises for lease and/or sale. PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE DEPOSIT (INCLUDING, TO THE EXTENT PAID, THE FIRST ADDITIONAL DEPOSIT AND THE SECOND ADDITIONAL DEPOSIT) SHALL BE NON-REFUNDABLE AND SHALL BE RETAINED BY SELLER EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN SECTION 16.1 HEREOF. THE PROVISIONS OF THIS AGREEMENT ...
Termination of Agreement; Default