Vendor Remedies Clause Samples

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Vendor Remedies. The LLC hereby acknowledges that pursuant to the Encumbrances granted by Pathnet to certain equipment vendors, service providers or other lenders, in accordance with Section 9.3.2, such vendors, providers or lenders shall have the right to assume and perform Pathnet's rights and obligations under this Agreement and the other documents, instruments and agreements executed in connection herewith and will be bound by the terms hereof and thereof.
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Vendor Remedies. Vendor specifically waives any and all claims, suits, actions, damages, liabilities or other remedies arising from or out of, or in any way related to or connected with the Vendor’s participation in the Market or the use by the Vendor or its agents, employees, or contractors, guests, or invitees of the Market. PDP provides no guarantee of results of event to Vendor.
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Vendor Remedies. Incumbent hereby acknowledges that pursuant to the Encumbrances granted by PathNet to certain equipment vendors or service providers in accordance with SECTION 8.3.2, such vendors or providers shall have the right to assume and perform PathNet's rights and obligations under this Agreement and the other documents, instruments and agreements executed in connection hereto; provided that in no event shall PathNet be relieved of its obligations under this Agreement
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Vendor Remedies. If any of the Owner Events of Default exists and is continuing, the Vendor may, without prejudice to any rights or remedies of the Vendor in this Agreement or at law or in equity (except as such legal or equitable remedies may be limited by this Agreement), terminate this Agreement (i) immediately upon the occurrence of any Owner Event of Default specified in clauses (a), (b), (c), (d) and (h) and (ii) after thirty (30) days prior written notice upon the occurrence of any other Owner Event of Default. All amounts owed by the Owner to the Vendor prior to any such termination shall be payable immediately upon termination. Notwithstanding anything set forth in this Agreement, immediately upon the occurrence of any Owner Event of Default the Vendor shall have the right, without any penalty or payment obligations, to suspend Vendor's performance with respect to manufacturing Products, to stop shipment of all Products subject to Delivery Orders, and to recall, if possible, all Products subject to unfulfilled or undelivered Delivery Orders.
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Vendor Remedies. In case any of the foregoing conditions hereinbefore declared to be for the benefit of the Vendors and Principals and Callon shall not be ▇▇▇▇▇▇ied at the Time of Closing, the Vendors and Principals and Callon may: (▇) refuse to complete the transaction contemplated herein by notice to the Purchaser advising of such determination, with the Vendors entitled to receive the sum of $100,000 of the Deposit, together will all accrued interest on such funds, together with the issuance of such number of common shares of the Purchaser equal to $50,000 divided by the Weighted Average Price (to be free trading in the manner contemplated at paragraph 2.7 herein) as liquidated damages for the Vendors failure to satisfy such conditions, which amounts shall be released by the Agent in accordance with the its obligations as a stakeholder under the provisions of s. 59 of the Real Estate Act (British Columbia). In such event the Vendors, Principals and Callon shall be released from ▇▇▇ ▇bligations hereunder. The balance of the Deposit, being THREE HUNDRED THOUSAND Canadian Dollars (CDN $300,000), shall be released to the Purchaser upon confirmation by the Vendors of receipt of the shares of the Purchaser contemplated in this paragraph 7.15(a); or (b) complete the transaction contemplated herein, it being expressly understood and agreed that following such completion, the Vendors and Principals and Callon may rely, notwithstanding such completion, upon the representations, warranties, covenants and conditions contained in this Agreement. Provided that any of the said conditions may be waived in whole or in part by the Vendors and Principals and Callon without prejudice to their rights of rescission in the event of the non-fulfilment and/or non-performance of any other condition or conditions, any such waiver prior to the Time of Closing to be binding on the Vendors and Principals and Callon only if the same is in ▇▇▇▇▇ng.
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Vendor Remedies. 23 8.4 Taxes.................................................................23 8.5 Security Interest in Initial System...................................24 8.6 Escrow of Manufacturer's Warranties...................................24 8.6.1 Escrow of Assignment Documents by Pathnet......................24 8.6.2 Removal of Assignment Documents by Incumbent...................24 8.7 FCC Licenses..........................................................25 SECTION 9. EXCESS CAPACITY MARKETING AND SALES.............................25 9.1 Exclusive Representative..............................................25
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Vendor Remedies. If District defaults hereunder, Vendor may file a claim with District, in accordance with applicable provisions of law.
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Related to Vendor Remedies

  • CUSTOMER REMEDIES 5.1. If the Supplier (a) fails to deliver the Goods and/or the Goods do not comply with any of the undertakings or warranties set out in clause 2 and/or (b) fails to deliver and/or perform the Services in accordance with any of the warranties or undertakings contained in clause 4 and/or by the applicable date(s), the Customer shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights to: 5.1.1. terminate the Agreement with immediate effect by giving written notice to the Supplier; 5.1.2. reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense; 5.1.3. require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods; 5.1.4. require Supplier to re-perform, rectify or replace the affected Services and/or Deliverables; 5.1.5. refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make; 5.1.6. recover from the Supplier any costs incurred by the Customer in obtaining substitute goods and/or services from a third party; 5.1.7. require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided and/or Goods that it has not delivered; and 5.1.8. claim damages for any additional costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s breach. 5.2. Notwithstanding any other rights or remedies available to Customer if the Goods are not delivered by the applicable date, the Customer may, at its option, claim or deduct 3% of the price of the Goods for each week’s delay in delivery, up to a maximum of 15% of the total price of the Goods. In the event such delay continues for six (6) weeks or more, Customer may terminate the Agreement with immediate effect upon given Supplier written notice. 5.3. These Terms shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier. 5.4. The Customer’s rights under the Agreement are in addition to its rights and remedies implied by statute and common law.

  • Waiver; Remedies No failure on the part of Purchaser to exercise, and no delay in exercising, any right under this Guaranty shall operate as a waiver, nor shall any single or partial exercise of any right under this Guaranty preclude any other or further exercise of any other right. The remedies provided in this Guaranty are cumulative and not exclusive of any remedies provided by law or equity. In the event that Merchant fails to perform any obligation under the Agreement, Purchaser may enforce its rights under this Guaranty without first seeking to obtain performance for such default from Merchant or any other guarantor.

  • UCC Remedies (a) Upon the occurrence of and during the continuance of an Event of Default under this Agreement or the other Financing Documents, Agent, in addition to all other rights, options, and remedies granted to Agent under this Agreement or at law or in equity, may exercise, either directly or through one or more assignees or designees, all rights and remedies granted to it under all Financing Documents and under the UCC in effect in the applicable jurisdiction(s) and under any other applicable law; including, without limitation: (i) the right to take possession of, send notices regarding, and collect directly the Collateral, with or without judicial process; (ii) the right to (by its own means or with judicial assistance) enter any of Borrowers’ premises and take possession of the Collateral, or render it unusable, or to render it usable or saleable, or dispose of the Collateral on such premises in compliance with subsection (iii) below and to take possession of Borrowers’ original books and records, to obtain access to Borrowers’ data processing equipment, computer hardware and software relating to the Collateral and to use all of the foregoing and the information contained therein in any manner Agent deems appropriate, without any liability for rent, storage, utilities, or other sums, and Borrowers shall not resist or interfere with such action (if Borrowers’ books and records are prepared or maintained by an accounting service, contractor or other third party agent, Borrowers hereby irrevocably authorize such service, contractor or other agent, upon notice by Agent to such Person that an Event of Default has occurred and is continuing, to deliver to Agent or its designees such books and records, and to follow Agent’s instructions with respect to further services to be rendered); (iii) the right to require Borrowers at Borrowers’ expense to assemble all or any part of the Collateral and make it available to Agent at any place designated by Lender; (iv) the right to notify postal authorities to change the address for delivery of Borrowers’ mail to an address designated by Agent and to receive, open and dispose of all mail addressed to any Borrower; and/or (v) the right to enforce Borrowers’ rights against Account Debtors and other obligors, including, without limitation, (i) the right to collect Accounts directly in Agent’s own name (as agent for Lenders) and to charge the collection costs and expenses, including attorneys’ fees, to Borrowers, and (ii) the right, in the name of Agent or any designee of Agent or Borrowers, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, including, without limitation, verification of Borrowers’ compliance with applicable Laws. Borrowers shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. Such verification may include contacts between Agent and applicable federal, state and local regulatory authorities having jurisdiction over the Borrowers’ affairs, all of which contacts Borrowers hereby irrevocably authorize. (b) Each Borrower agrees that a notice received by it at least ten (10) days before the time of any intended public sale, or the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Agent without prior notice to Borrowers. At any sale or disposition of Collateral, Agent may (to the extent permitted by applicable law) purchase all or any part of the Collateral, free from any right of redemption by Borrowers, which right is hereby waived and released. Each Borrower covenants and agrees not to interfere with or impose any obstacle to Agent’s exercise of its rights and remedies with respect to the Collateral. Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Agent may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Agent may sell the Collateral without giving any warranties as to the Collateral. Agent may specifically disclaim any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If Agent sells any of the Collateral upon credit, Borrowers will be credited only with payments actually made by the purchaser, received by Agent and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, Agent may resell the Collateral and Borrowers shall be credited with the proceeds of the sale. Borrowers shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations. (c) Without restricting the generality of the foregoing and for the purposes aforesaid, each Borrower hereby appoints and constitutes Agent its lawful attorney-in-fact with full power of substitution in the Collateral, upon the occurrence and during the continuance of an Event of Default, to (i) use unadvanced funds remaining under this Agreement or which may be reserved, escrowed or set aside for any purposes hereunder at any time, or to advance funds in excess of the face amount of the Notes, (ii) pay, settle or compromise all existing bills and claims, which may be Liens or security interests, or to avoid such bills and claims becoming Liens against the Collateral, (iii) execute all applications and certificates in the name of such Borrower and to prosecute and defend all actions or proceedings in connection with the Collateral, and (iv) do any and every act which such Borrower might do in its own behalf; it being understood and agreed that this power of attorney in this subsection (c) shall be a power coupled with an interest and cannot be revoked. (d) Agent and each Lender is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrowers’ labels, mask works, rights of use of any name, any other Intellectual Property and advertising matter, and any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Agent’s exercise of its rights under this Article, Borrowers’ rights under all licenses (whether as licensor or licensee) and all franchise agreements inure to Agent’s and each Lender’s benefit.

  • Other Remedies Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy.

  • Breach; Remedies Notwithstanding anything to the contrary in this Agreement, the Participant agrees and acknowledges that the breach of this Section would cause substantial loss to the goodwill of the Company and/or its Affiliates, and cause irreparable harm for which there is no adequate remedy at law. Further, because the Participant’s employment with the Employer is personal and unique, because damages alone would not be an adequate remedy and because of the Participant’s access to the Confidential Information, the Company and/or its Affiliates shall have the right to enforce this Section, including any of its provisions, by injunction, specific performance, or other equitable relief, without having to post bond or prove actual damages, and without prejudice to any other rights and remedies that the Company and/or its Affiliates may have for a breach of this Section, including, without limitation, money damages. The Participant agrees and acknowledges that notwithstanding the arbitration provisions in this Agreement, the Company may elect to file and pursue claims which arise from or relate to the Participant’s actual or threatened breaches of this Section in state or federal court of competent jurisdiction. The Participant shall be liable to pay all costs, including reasonable attorneys’ and experts’ fees and expenses, that the Company and/or its Affiliates may incur in enforcing or defending this Section, whether or not litigation is actually commenced and including litigation of any appeal taken or defended by the Company and/or its Affiliates where the Company and/or its Affiliates succeed in enforcing any provision of this Section.