Termination Remedy Sample Clauses

Termination Remedy. (a) If NTB terminates this Agreement because of the failure or refusal of CH2M HILL to pay any undisputed amount to NTB hereunder as and when due and, so long as NTB has not failed to perform any material obligation required of it pursuant hereto, then CH2M HILL shall pay to NTB, in addition to any amounts payable to NTB hereunder, a termination fee of $150,000. (b) If NTB (i) fails or refuses to perform its material obligations hereunder or terminates this Agreement for any reason whatsoever, except because of material breach on the part of CH2M HILL, without providing the two (2) years prior written notice required in Section 3.3 of this Agreement, then, in addition to any other remedies CH2M HILL may have hereunder, NTB agrees that it shall pay to CH2M HILL a termination fee in the amount of $150,000.
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Termination Remedy. In addition to any remedies for default available under this Agreement, if the Minimum Project has not been Completed by December 31, 2020, then either party may terminate this Agreement as the applicable remaining Project entitlements and Related Documents (to the extent permitted in the applicable Related Documents).
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Termination Remedy. In the event of Excess Unplanned Downtime for three (3) or more calendar months in any period of six (6) or fewer consecutive calendar months, 8x8 shall be considered to have materially breached the Agreement for purposes of Customer’s right thereunder to terminate such Agreement for 8x8’s material breach thereof, provided that such Customer termination right shall (i) not be subject to any 8x8 right to cure such breach and (ii) forever and irrevocably lapse, expire, and be waived if not exercised by Customer in accordance with the applicable terms of the Agreement within five (5) days following the end of the calendar month during which termination right arose. In addition, in the event of Excess Unplanned Downtime and Customer’s opening of a related ticket with 8x8 Support, 8x8 shall, upon Customer’s request, provide Customer with analytics and information regarding such incident.
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Termination Remedy. Once the NTP Closing has occurred and Seller then fails to meet the SPG Staging, Erection and Assembly Milestone, except as a result of a Force Majeure event or Buyer Change or Delay, such failure shall be a Seller Event of Default and shall entitle Buyer, among other remedies, to terminate this Agreement effective upon delivery of a notice of termination without further notice and without first giving Seller the right to furnish and meet any Recovery Plan or exercise any other cure right. For all other failures of Seller to meet a Milestone after the NTP Closing, Seller shall first be given the right to proceed with the submission and approval process of the Recovery Plan within the required time period for the same before Buyer can declare a notice of Seller Event of Default that if not cured within the earlier of (i) the thirty (30) day cure period in Section 18.1.11 or (ii) ten (10) Business Days before the Commercial Operation Deadline, Buyer can terminate this Agreement and exercise all other Buyer's rights for a Seller Event of Default.
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Termination Remedy. If a default by Tenant occurs, then and at any time thereafter, in addition to any other rights or remedies available to Landlord at law or in equity, Landlord shall have the immediate option, but not the obligation, to terminate this Lease and all rights of Tenant hereunder without further notice or demand of any kind to Tenant or any other person, except as required by applicable state law. In the event that Landlord shall elect to so terminate this Lease, then Landlord, as provided in California Civil Code Section 1951.2, may recover from Tenant: (i) The worth at the time of award of any unpaid rent and other charges which had been earned at the time of such termination; plus (ii) The worth at the time of the award of the amount by which the unpaid rent and other charges which would have been earned after termination until the time of award exceeds the amount of such rental loss which Tenant proves could have been reasonably avoided; plus (iii) The worth at the time of award of the amount by which the unpaid rent and other charges for the balance of the term of this Lease after the time of award exceeds the amount of such rental loss which Tenant proves reasonably could be avoided; plus (iv) The total value at the time of the award of all of the concessions granted to Tenant at the time of signing this Lease prorated based on the remainder of the initial term of the Lease; plus (v) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to any cost or expense incurred by Landlord in (i) terminating the Lease or retaking the Premises, including reasonable attorney fees therefor, (ii) maintaining or preserving the Premises after such default, (iv) preparing the Premises for reletting to a new tenant, including repairs or alterations to the Premises for such reletting, (iv) leasing commissions and (v) any other costs necessary or appropriate to relet the Premises; plus (vi) At Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law. As used in Paragraphs 23(b)(i) and (ii) above, the "worth at the time of award" shall be computed by allowing interest at the Default Rate. As used in Paragraph 23(b)(iii) above, the "worth at the time of award" shall be computed by discounting s...
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Termination Remedy. In the event of Excess Unplanned Downtime for three (3) or more calendar months in any period of six (6) or fewer consecutive calendar months, Customer shall be entitled to terminate this Agreement on immediate written notice; however, this right to terminate shall forever and irrevocably lapse, expire, and be waived if not exercised by Customer in accordance with the applicable terms of the Agreement within five (5) days following the end of the calendar month during which such termination right arose. In addition, in the event of Excess Unplanned Downtime and Customer’s opening of a related ticket with 8x8 Support, 8x8 shall, upon Customer’s request, provide Customer with analytics and information regarding such incident.
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Termination Remedy. In the event Supplier fails to meet the Transition Complete Date as set forth in Exhibit T (Transition-In), unless modified or extended by the written agreement of the Parties Approved by the CIO or his or her designee, in addition to other rights and remedies provided to County under this Agreement, County may elect to terminate this Agreement for convenience pursuant to Section 25.6 (Termination for Convenience) without payment of any obligation, liability, fee, cost, expense, or charge. In addition, Supplier shall be liable for all costs to County incurred in connection with any replacement Services or procurement processes, including attorney and consulting fees, and the difference between the cost of services which are substantially similar to the Services provided by a replacement vendor as compared to those under this Agreement.
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Termination Remedy. Notwithstanding anything contained herein to the contrary, if the Possession Date with respect to the Phase III Premises (other than Suite 250, which shall be expressly excluded from the remedies set forth in this Section 1.3, and if Landlord delivers the remainder of the Phase III Premises other than Suite 250, the delivery prior to the Phase III Termination Outside Date shall be deemed satisfied and Tenant shall have no right to terminate this Lease) does not occur on or before March 1, 2023 (the "Phase III Termination Outside Date", which shall be extended on a day for day basis to the extent of delays caused by events of Force Majeure and Tenant Delays), then Tenant shall have the right to deliver a written notice to Landlord (a "Termination Notice") electing to terminate this Lease in its entirety effective upon the date occurring five (5) business days following receipt by Landlord of the Termination Notice (the "Effective Termination Date"). If Tenant delivers such a Termination Notice to Landlord, then Landlord shall have the right to suspend the occurrence of the Effective Termination Date for a period ending forty-five (45) days after the Phase III Termination Outside Date by delivering written notice to Tenant prior to the Effective Termination Date, that, in Landlord's reasonable, good faith judgment, the Possession Date with respect to the Phase III Premises will occur within forty-five (45) days after the Phase III Termination Outside Date. If the Possession Date with respect to the Phase III Premises occurs within such forty-five (45) day suspension period, then the Termination Notice shall be of no force or effect, but if the Possession Date with respect to the Phase III Premises does not occur within such forty-five (45) day suspension period, then this Lease shall terminate in its entirety and have no further force or effect upon the expiration of such forty-five (45) day suspension period and Landlord shall refund to Tenant any prepaid Rent paid by Tenant to Landlord and return the L-C to Tenant.
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Related to Termination Remedy

  • Termination Remedies (a) If all conditions precedent to the obligations of Buyer set forth in Article VII, or of Seller set forth in Article VIII, (such Party that has satisfied its conditions precedent, the “Performing Party”) have been met and the transactions contemplated by this Agreement are not consummated on or before the Closing Date because of the failure of Buyer or Seller to perform any of its material obligations hereunder or the breach of any representation herein by Buyer or Seller (such party that has not satisfied its conditions precedent, the “Breaching Party”) and the Performing Party has performed all of its material obligations hereunder and has not breached any representation herein, then in such event, the Performing Party shall have the option to terminate this Agreement, in which case (i) if Buyer is the Breaching Party, Seller shall retain the Deposit as liquidated damages on account of Buyer’s failure to perform its obligations under this Agreement or Buyer’s breach of any representation under this Agreement, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s breaches or (ii) if Seller is the Breaching Party, then Seller shall return the Deposit to Buyer in immediately available funds within three (3) calendar days after receipt of Buyer’s notice of termination. Buyer and Seller acknowledge and agree that (i) the Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) that the Deposit is a reasonable estimate of such actual damages and (iii) such liquidated damages do not constitute a penalty. Additionally, if Seller is the Breaching Party, in lieu of terminating this Agreement, Buyer shall have the right of specific performance of this Agreement. (b) If this Agreement is terminated for any reason, other than as set forth in Section 11.03(a), then Seller shall return the Deposit to Buyer in immediately available funds within three (3) calendar days after the event giving rise to such payment to Buyer. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein.

  • Termination for Default; Remedies 8.2.1 Each of the following shall constitute an immediate event of default (“Event of Default”) under this Agreement: (a) Contractor fails or refuses to perform or observe any term, covenant or condition contained in any of the following Sections of this Agreement:

  • Default Remedies Termination A. In the event of early termination under this Agreement and/or any SOW, other than for material breach by Brink's, Customer agrees that actual damages might be sustained by Brink's which are uncertain and would be difficult to determine. Customer hereby agrees to pay Brink's, as liquidated damages and not as a penalty, all remaining charges that would have been payable to Brink's from the date of termination up to and including the date of expiration of the then current term of this Agreement, plus any capital costs incurred by Brink's as a result of entering into this Agreement. Should Customer default in the payment to Brink's of any amounts due under this Agreement, then Customer shall also be responsible for interest as provided above and all attorney's fees, costs and expenses incurred by Brink's in the collection of such past due amounts. The past due amounts, interest and collection costs constitute "Unpaid Obligations". In addition to the other remedies provided in this Agreement and under applicable law, Customer hereby agrees that Brink's shall be permitted to retain as a credit and to offset against such Unpaid Obligations, on a dollar for dollar basis, any Property which Brink's has in its possession under this Agreement. B. Either party may terminate this Agreement in the event of a material breach of this Agreement (including non-payment) by the other party, provided that such breach continues for a period of thirty (30) days after receipt by the breaching party of written Notice from the non-breaching party specifying the nature of such breach. No written Notice is required if the breach is non-payment of amounts due. If such breach is cured within the applicable cure period, then this Agreement shall continue in full force and effect.

  • Additional Remedies Upon the occurrence and during the continuation of an Event of Default, Secured Party shall have the right and power to: (a) instruct Grantor, at its own expense, to notify any parties obligated on any of the Collateral, including any Account Grantors, to make payment directly to Secured Party of any amounts due or to become due thereunder, or Secured Party may directly notify such obligors of the security interest of Secured Party, and/or of the assignment to Secured Party of the Collateral and direct such obligors to make payment to Secured Party of any amounts due or to become due with respect thereto, and thereafter, collect any such amounts due on the Collateral directly from such Persons obligated thereon; (b) enforce collection of any of the Collateral, including any Accounts, by suit or otherwise, or make any compromise or settlement with respect to any of the Collateral, or surrender, release or exchange all or any part thereof, or compromise, extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (c) take possession or control of any proceeds and products of any of the Collateral, including the proceeds of insurance thereon; (d) extend, renew or modify for one or more periods (whether or not longer than the original period) the Obligations or any obligation of any nature of any other obligor with respect to the Obligations; (e) grant releases, compromises or indulgences with respect to the Obligations, any extension or renewal of any of the Obligations, any security therefor, or to any other obligor with respect to the Obligations; (f) transfer the whole or any part of Capital Securities which may constitute Collateral into the name of Secured Party or Secured Party's nominee without disclosing, if Secured Party so desires, that such Capital Securities so transferred are subject to the security interest of Secured Party, and any corporation, association, or any of the managers or trustees of any trust issuing any of such Capital Securities, or any transfer agent, shall not be bound to inquire, in the event that Secured Party or such nominee makes any further transfer of such Capital Securities, or any portion thereof, as to whether Secured Party or such nominee has the right to make such further transfer, and shall not be liable for transferring the same; (g) vote the Collateral; (h) make an election with respect to the Collateral under Section 1111 of the Bankruptcy Code or take action under Section 364 or any other section of Bankruptcy Code; provided, however, that any such action of Secured Party as set forth herein shall not, in any manner whatsoever, impair or affect the liability of Grantor hereunder, nor prejudice, waive, nor be construed to impair, affect, prejudice or waive Secured Party's rights and remedies at law, in equity or by statute, nor release, discharge, nor be construed to release or discharge, Grantor, any guarantor or other Person liable to Secured Party for the Obligations; and (i) at any time, and from time to time, accept additions to, releases, reductions, exchanges or substitution of the Collateral, without in any way altering, impairing, diminishing or affecting the provisions of this Security Agreement, the Loan Documents, or any of the other Obligations, or Secured Party's rights hereunder, under the Obligations. Grantor hereby ratifies and confirms whatever Secured Party may do with respect to the Collateral and agrees that Secured Party shall not be liable for any error of judgment or mistakes of fact or law with respect to actions taken in connection with the Collateral other than as a result of intentional misconduct or gross negligence.

  • Termination Expiration Suspension Remedies (a) TERMINATION FOR NONAPPROPRIATION OR REDUCTION OF FUNDS OR CHANGES IN LAW. Enterprise Services may suspend or terminate this Participating Addendum and Purchasers may suspend or terminate applicable Purchase Orders, in whole or in part, at the sole discretion of Enterprise Services or, as applicable, Purchaser, if Enterprise Services or, as applicable, Purchaser reasonably determines that: (a) a change in Federal or State legislation or applicable laws materially affects the ability of either party to perform under the terms of this Participating Addendum or applicable Purchase Order; or (b) that a change in available funds affects Purchaser’s ability to pay under the applicable Purchase Order. A change of available funds as used in this section includes, but is not limited to a change in Federal or State funding, whether as a result of a legislative act or by order of the President or the Governor. If a written notice is delivered under this provision, Purchaser will reimburse Contractor for Goods properly ordered and/or Services properly performed until the effective date of said notice. Except as stated in this provision, in the event of termination for nonappropriation or reduction of funds or changes in law, Purchaser will have no obligation or liability to Contractor for payment of terminated Purchase Orders.