xr Trans-Lex.org Law Research Trans-Lex.org Law Research - Docid: 942000 -
Principle

No. VI.1 - Termination of contract in case of fundamental non-performance

(a) If a party's failure to perform its obligation amounts to a fundamental non-performance, the other party may terminate the contract. 

(b) The right of a party to terminate the contract is exercised by notice to the other party.

(c) If performance has been offered late or otherwise does not conform to the contract the aggrieved party will lose its right to terminate the contract unless it gives notice to the other party within a reasonable time after it has or ought to have become aware of the offer or of the non-conforming performance.

(d) Termination of the contract releases both parties from their obligation to effect and to receive future performance. 

(e) Upon termination of the contract either party may claim restitution of whatever it has supplied, provided that such party concurrently makes restitution of whatever it has received. If restitution in kind is not possible or appropriate allowance should be made in money whenever reasonable. However, if performance of the contract has extended over a period of time and the contract is divisible, such restitution can only be claimed for the period after termination has taken effect.

(f) Termination does not preclude a claim for damages for non-performance.

(g) Termination does not affect any provision in the contract for the settlement of disputes or any other term of the contract which is to operate even after termination.

Commentary
1 The right to terminate the contract requires that the other party's non-performance in fundamental. The type of non-performance is irrelevant, it relates to any failure by a party to perform any of its obligations under the contract. This wide scope includes defective and late performance.

2 A party's non-performance is fundamental if the requirements of Art. 25 CISG are met, i.e. if the non-performance substantially deprives the other party of what it was entitled to expect under the contract unless the non-performing party did not foresee and could not reasonably have foreseen such result. The nature of the obligation which one party is not performing may also be relevant in determining whether that party's non-performance is fundamental, e.g. when strict performance in compliance with the letters of the contract is of the essence. The time factor may also be relevant in that a non-performance that, in and of itself, is not fundamental, may be qualified as fundamental because the non-performance is of such a nature that the other party has reasonable grounds to believe that the non-performing party will not or cannot perform in the future.

Please cite as: "Commentary to Trans-Lex Principle , http://www.trans-lex.org/942000"
References
Arbitral Awards
ICC Award No. 10422, Clunet 2003, 1142 etseq.
ICC Award No. 1795, YCA 1999, at 196 et seq.
ICC Award No. 2583, Clunet 1977, at 950 et seq.
ICC Award No. 4761, Clunet 1987, at 1012 et seq.
ICC Award No. 8365, Clunet 1997, at 1078 et seq.
ICC Award No. 9797, ASA Bull. 2000, at 514 et seq.
ICSID Award Amco Asia Corp. et al. v. Republic of Indonesia, 24 ILM 1985 at 1022 et seq. (also pblished in: Clunet 1987, at 145 et seq.; ICSID Rep. 1993, at 413 et seq.; Int
Doctrine
Dasser, Felix, Internationale Schiedsgerichte und Lex Mercatoria, Zürich 1989
Domingo, Ortega, Rodriguez-Antolin, Zambrana, Principios de Derecho Global, Navarra, 2006
Fouchard Gaillard Goldman on International Commercial Arbitration (edited by Emmanuel Gaillard and John Savage) The Hague 1999
Jenks, Edward et al., A Digest of English Civil Law, London, Sydney, Calcutta, Winnipeg, Wellington 1921.
Lando, Ole, CISG and Its Followers: A Proposal to Adopt Some International Principles of Contract Law, in: American Journal of Comparative Law 53, Berkley 2005.
Lowenfeld, Andreas F., Lex Mercatoria: An Arbitrator's View, Arb.Int’l 1990, at 133 et seq.
Marrella, Fabrizio, La nuova lex mercatoria, Principi Unidroit ed usi di contratti des comercio internazionale, CEDAM, Tratto di dritto commerciale e di dritto publico dell‘economia, Volume 30, Padova 2003
Mustill, Michael, The New Lex Mercatoria: The First Twenty-five Years, Arb.Int'l 1988, at 86 et seq.
Paulsson, Jan, La Lex Mercatoria dans l‘Arbitrage C.C.I, Rev.d.Arb. 1990. at 55 et seq.
Treitel, G.H., Remedies for Breach of Contract, in: David/ von Mehren (eds.), International Encyclopedia of Comparative Law, Bd. VII, Tübingen 1976, at 121 et seq.
Zimmermann, Reinhard, Konturen eines Europäischen Vertragsrechts, JZ 1995, at 477 et seq.
Model Laws
Draft Common Frame of Reference (EU) - DCFR (2008)
Model Terms
Standard Contracts for the UK Offshore & Gas Industry, General Conditions of Contract (inlcuding Guidance Notes) for Marine Construction, 2nd Ed., Aberdeen 2003, at 1 et seq.
National Legislation
Civil Code Québec
Czechoslovak International Trade Code
Ethiopian Civil Code
GIW GDR
Principles / Restatements
Principles of European Contract Law - PECL
UNIDROIT Principles of International Commercial Contracts
Contract Clauses
1. Breach of Contract
Employment Contract
Damage
Within the lease term, if all or any part of the House is damaged due to any force majeure or any circumstance beyond the control of Party A, making it impossible to use the House, Party A, within 60 days after the foregoing damage occurs, shall have the right to choose to (1)  Declare this Contract terminated due to the foregoing damage, or (2)  Renovate and repair the House and negotiate with Party B to determine the time needed for such renovation and repair. During the period of renovation and repair, Party B do not have to pay the rent until the day when the reconstruction or repair ends.
2010
Sales & Purchase Contract
Term of Agreement
Either Party may Cancel this Agreement immediately upon giving the other Party written notice upon the following (...) if Customer is in default of this Agreement and fails to correct such default withen ten days after receipt of written notice thereof.
Termination
Seller may terminate the contract by notice in writing, without prejudice to any remedy it might have against Buyer for the breach of contract, if Buyer fails to comply with any of the provisions of the contract and does not remedy the violation or breach within {X} days after its has been notified thereof (...)
Delivery, Carriage, Acceptance
(...) If the delivery time is expressly fixed, failure to effect delivery on such time shall constitute a fundamental breach of contract. In other cases late delivery shall constitute a fundamental breach if it is not effected within {X} week after delivery had become due. Where according to the purchase order delivery is subject to being requested by the Buyer the delivery shall be effected within {X} week after communication of the request. Unless provided otherwise in the purchase order the Buyer may request delivery within {X} months from the time since the Seller had to be ready for delivery. Failure to request delivery within such period of time does not amount to a fundamental breach.
Termination
(...) this Contract may be terminated only on the following conditions: the Seller fails to perform its supply obligations under this Contract, and fails to fix its non-performance or breach of this Contract within {X} days upon the Buyer's requirement (...) the Buyer fails to discharge its payment obligations hereunder and fails to fix such non-performance or breach of this Contract within {X} days upon the Seller's requirement (...)
Purchase Order for Customized Goods
In the event that Seller (1) becomes bankrupt or insolvent, makes an arrangement with its creditors, has a receiver appointed over any of its assets or commences to be wind up or (2) fails to perform or observe any of the conditions of this Contract and fails to perform or observe any of the conditions of this Contract and fails to remedy the same within {X} days after receipt of notice from Purchaser, then Purchaser may by written notice to Seller forthwith terminate this Contract - (International Contracting: Law and Practice - Larry A. DiMatteo - §6.05 A - S. 204).
Confidentiality
Customer acknowledges that the Material and documentation (...) represent valuable proprietary information (...) and that unauthorized dissemination of this information is a breach of this Agreement (...)
Events of Default
If any of the following events (each an "Event of Default") occur, Seller and Buyer shall have the rights set forth in Section X, as applicable (...) Seller or Buyer fails to satisfy or perform any material obligation or covenant under this Agreement (...) Seller or Buyer shall admit its inability to, or its intention not to, perform any of its obligations hereunder (...)
1998
Remedies
If an Event of Default occurs with respect to Seller, the following rights and remedies are available to Buyer (...) Seller shall be liable to Buyer for the amount of all expenses, reasonably incurred by Buyer in connection with or as a consequence of an Event of Default, including, without limitation, reasonable legal fees and expenses and reasonable costs incurred in connection with hedging or covering transactions (...) In addition to its rights hereunder, Buyer shall have the right to proceed against any assets of Seller which may be in the possession of Buyer or its designee (including the Custodian) including the right to liquidate such assets and to set off the proceeds against monies owed by Seller to Buyer pursuant to this Agreement (...)
1998
Events of Default
Either Party (the "Defaulting Party") will be in default under this Contract if it (...) fails to pay or perform, when due, any obligation to the other Party (the "Performing Party"), whether under this Contract or any other contract between the Parties, including a contract(s) in connection with credit support obligations or otherwise, if such failure is not remedied on or before the third Business Day after notice of such failure is given to the Defaulting Party (...) If a Party is in default, then the Performing Party shall have, in addition to any and all other remedies available hereunder or pursuant to law, the right to withhold or suspend deliveries/receipts or payment and/or to specify an Early Termination Date and to liquidate any or all Forward Contracts (...)
2000
Events of Default
Either Party (the "Defaulting Party") will be in default under this Contract if it (...) fails to give adequate security for or assurance of its ability to perform its further obligations under this Contract within forty-eight (48) hours of a reasonable request by the other Party, or (...) fails to deliver any volumes of gas which it is obligated to deliver to the other Party and such failure is not remedied within a 48-hour period.
2000
Termination
The Buyer may terminate this Contract by delivering to the Seller {X} days prior written termination notice, if any of the following events occur: the Seller is, for any reason (excluding Force Majeure), in delay in delivery of the whole Monthly Quantity of {X} and such delay in delivery is longer than {X} consecutives Calendar Months, provided that, if the Seller is in delay in delivery of {X} for more than two consecutive calendar months and the Buyer does not exercise its right to terminate (...) and such delay of the Seller is more than 24 months, this Contract shall automatically terminate on the last day of such 24-month period; or the quality of {X} delivered hereunder during the period of {X} consecutive Calendar Months, for any reason, does not meet all of the quality parameters referred to in (...)
2002
Termination
The Seller may terminate this Contract by delivering to the Buyer {X} days prior written termination notice, if any of the following events occur: (i) the Buyer is, for any reason (excluding Force Majeure), in delay of taking delivery of the whole Monthly Quantity of {X} and such delay in taking delivery is longer than two consecutive Calendar Months and the Seller does not exercise its right to terminate (...), and such delay of the Buyer is more than {X} months, this Contract shall automatically terminate on the last day of such X-month period; or the Buyer fails, for any reason, to comply with the payment terms and conditions (...) during the period of two consecutive Calendar Months.
2002
Termination
Either Party may terminate this Contract forthwith by written notice if the other Party becomes insolvent or generally fails to pay, or admits in writing its inability to pay, debts as they become due (...)
2002
Termination
In addition to Purchaser's other rights and remedies under the New Agreement, Purchaser may cancel the remaining Shipments to be supplied under the New Agreement and may terminate the New Agreement under one or more the following conditions: Purchaser may terminate the New Agreement in the event that (i) Seller fails to supply, during a calendar month, at least the Monthly Quantity for such calendar month and (ii) such failure does not result from an event of force majeure under Section X of the Additional Terms or from a cause or circumstance within Purchaser's control. If Purchaser elects to terminate the New Agreement pursuant to this paragraph Y, Purchaser shall give Seller written notice thereof, which shall specify the effective date of termination and shall be given at least thirty days prior to such date.
2003
Delivery, Carriage, Acceptance
(...) The risk of damages to or loss of the goods shall not pass until the Buyer takes over the goods, unless the Buyer commits a fundamental breach of contract by failing to take over the goods within a reasonable additional period to be fixed by the Seller in writing after the time of delivery has elapsed.
2004
Conformity of the Goods
Non-conformity of the goods to an agreed specification shall constitute a fundamental breach of contract. The same shall apply if the goods do not comply with the regulations existing in the country of destination (...) if the goods are not delivered for any reason whatsoever by the fixed date, the Buyer will be entitled to cancel the contract immediately by notification to the Seller.
2004

The above-signed represents that (...) the information provided in this and all of the Company's forms is true and accurate in all respects. If the information is false or inaccurate, the Merchant shall be deemed in material breach of all agreements between the Merchant and the Company and the Company shall be entitled to all remedies available under law.
2004

Each of the following shall be a Termination Event: (...) the Seller, X, any Originator or the Servicer (if X or any of its Affiliates) shall fail to perform or observe any term, covenant or agreement under the Agreement or any other Transaction Document and, except as otherwise provided herein, such failure shall continue for 10 Business Days after knowledge or notice thereof, (ii) the Seller or the Servicer shall fail to make when due any payment or deposit to be made by it under the Agreement and such failure shall continue unremedied for one Business Day (...)
2004
Term and Termination
This Agreement shall automatically terminate if either Party fails to perform any of the material terms, conditions, agreements or covenants in this Agreement and such failure is not cured within [***] following receipt of a written notice of such failure from the Party seeking to terminate hereunder (...) Upon the termination or expiration of this Agreement, all rights and licenses granted under this Agreement will terminate (...)
2006
Termination
(...) this Contract may be terminated (...) by Sellers, if Purchaser shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, and such breach or failure to perform has not been cured by the End Date (...) by Purchaser, if Sellers shall have breached or failed to perform in any material respect any ot its representations, warranties, covenants or other agreements contained in this Agreement (...)
2009
Termination for Repeated Material Breach
A Non-Breaching Party may terminate this Agreement if the Breaching Party has repeatedly materially breached material provisions of this Agreement (including for example and without limitation, provisions regarding the quality of Results, parity, and technical performance) to the extent applicable to the relevant country to such a degree that it is unlikely that the Breaching Party is willing or able to continue to perform its obligations under this Agreement in such country without continuing to materially breach this Agreement.
2009
Amortization Events
The occurrence of any one or more of the following events will constitute an Amortization Event: (a) Any Seller Party will fail (i) to make any payment or deposit required hereunder when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) and such failure will continue for five (5) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto will prove to have been incorrect in any material respect when made or deemed made. (c) Failure of Seller to pay any Indebtedness when due, or failure of the Servicer or any of its Subsidiaries (other than Seller) to pay any Indebtedness in excess of $15,000,000 when due; the occurrence of any “Event of Default” (under and as defined in the Credit Agreement) that has not been cured within any applicable grace period, regardless of whether the same is subsequently waived; or the default by any Seller Party in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of any Seller Party will be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (d) (i) Any Seller Party or any of its Subsidiaries will generally not pay its debts as such debts become due or will admit in writing its inability to pay its debts generally or will make a general assignment for the benefit of creditors (...)
2009
Liabilities for Breach of Contract
(...) If the Buyer delays to pay for goods for {X} days, it is considered that it can not fulfil the payment, and the Seller has the right to immediately cancel the order corresponding to that goods payment (...)
2010

Prior to the relevant government authorities grant to Party B the land use right certificate and the building ownership certificate, if Party B delays the payment of any installment(s) for X days after the due date of such installment (including Saturdays, Sundays and Public Holidays), Party A shall be entitled to unilaterally terminate this Contract by giving notice in writing to Party B (...)
2010
Termination Rights
This Agreement may be terminated by any Party immediately upon notice if the other Party (...) materially breaches any of its representations and warranties or any of its obligations under this Agreement in any material respect, which breach is not cured within thirty (30) days following written notice to such Party.
2010
Price and Payment Terms
(...) Notwithstanding the provisions of section X, if Buyer should fail to comply with any of its payment obligations, upon notice given by Sellers for Buyer to cure such default within a maximum term of sixty (60) days, Sellers shall be authorized to terminate this Agreement if noncompliance is not cured within such term. 
2010
Price and Payment Terms
If Sellers decide to terminate this Agreement as agreed above in this para. (X), Buyer shall be bound to restitute to Sellers such issued and outstanding Shares of the Company as are set forth in the table below. Delivery of Shares to Sellers shall be deemed as payment in kind of the penalty imposed to Buyer for failure to pay its payment of obligations by way of penalty clause and damages. The number of Shares to be delivered and transferred by Buyer to Sellers is listed below. Such number shall vary depending on noncompliance by Buyer with its payment obligations, whether with regard to payment 1 of the Price, payment 2 or the last payment, as stated below.
2010
Termination Events
Each of the following will constitute a Termination Event (...) the Buyer or any of its Affiliates is generally not able, or is expected to be unable to, or will admit in writing its inability to, pay its debts as they become due (...) the Buyer or any of its Affiliates fails to make (i) any payment required to be made under this Agreement or any other material agreement between the Buyer or any of its Affiliates and the Seller or any of its Affiliates when such payment is due, (ii) any Predelivery Payment required to be made under this Agreement when such payment is due, (iii) payment of all or part of the Final Price of any Aircraft required to be made under this Agreement; (iv) any payment to a Lessor with respect to any Leased Aircraft (...) the Buyer repudiates, cancels or terminates this Agreement in whole or in part (...) the Buyer defaults in its obligation to take delivery of an Aircraft as provided in Clause X (...) the Buyer or any of its Affiliates defaults in the observance or performance of any other covenant, undertaking or obligation contained in this Agreement or any other material agreement between the Buyer or its Affiliates, on the one hand, and the Seller or its Affiliates on the other hand, provided that, if such breach or default is capable of being cured and such breach or default is not cured within any specified cure period.
2011
Termination
This Agreement may be terminated at any time before the Initial Repurchase Closing only as follows (...) upon written notice by X of such termination to Purchaser, if (i) a breach of any representation, warranty, covenant or agreement of Purchaser herein (...) (ii) such breach (1) is by its nature incapable of being cured, (2) if curable, has not been cured by the earlier of 30 days after written notice (...)
2012
Events of Default
The occurrence of any one or more of the following events shall constitute an Event of Default hereunder (...) any representation or warranty made by or on behalf of any Grantor under or in connection with this Security Agreement shall be materially false as of the date on which made (...) Any Grantor shall fail to observe or perform any of the terms or provisions of this Security Agreement (other than a breach which constitutes an Event of Default under any other Section of this Article X) and such failure shall continue unremedied for a period of ten days after the earlier of knowledge of such breach or notice thereof from the Agent. Upon the occurrence of an Event of Default, the Agent may exercise any or all of the following rights and remedies (...) without notice (except as specifically provided in Section X or elsewhere herein), demand or advertisement of any kind to any Grantor or any other Person, enter the premises of the Grantor where any Collateral is located (through self-help and without judicial process) to collect, receive, assemble, process, appropriate, sell, lease, assign, grant an option or options to purchase or otherwise dispose of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private sale or sales (which sales may be adjourned or continued from time to time with or without notice and may take place at any Grantor's premises or elsewhere), for cash, on credit or for future delivery without assumption of any credit risk, and upon such other terms as the Agent may deem commercially reasonable (...)
2012
Services Contract
Non-authorized Modifications and/or Repairs
Customer shall not modify or repair or allow other unauthorized third parties to modify or repair the System without the prior written consent of Service Company. In the event of unauthorized modifications and/or repairs, Service Company may either terminate this Agreement (...) if Service Company has provided maintenance services on the System, and it is determined that these services were necessitated as a result of unauthorized modifications, alterations, attachments, substitutions, additions, and/or repairs, Customer will pay for such services.
Defaults
In the event of a material breach of any of the terms and conditions of this Agreement, Service Company may terminate this Agreement upon {X} days prior written notice to Customer specifying with particularity the breach complained of. If Customer fails to cure the breach and advise Service Company of such cure within the notice period, this Agreement shall terminate at the end of such (...) period.
Other
If Customer relocates the System without Service Company's written consent, or if Customer alters the System in a manner that affects the operation of said System or the compatibility or interchangeability of replacement parts for the Equipment, or connects another machine or device to the System which alters or affects the operation of said System, or uses any parts or components not approved by Service Company, then Service Company may terminate this Agreement upon {X} days prior written notice to Customer.
Service Contract: Standard Terms
(...) Purchaser, by written notice, may terminate this Contract for default, in whole or in part, if Seller (i) fails to comply with any of the terms of this Contract; (ii) fails to make progress so as to endanger performance of this Contract; (iii) fails to provide adequate assurance of future performance; (iv) files or has filed against it a petition in bankruptcy; or (v) becomes insolvent or suffers a material adverse change in financial condition (...) - (International Contracting: Law and Practice - Larry A. DiMatteo - §8.10 - S. 291).
Option to terminate
Distributor shall be deemed in default and Company may, at its option, terminate this Agreement effective immediately upon receipt of notice by Distributor, upon the occurrence of an of the following events: (i) if Distributor ceases to operate or otherwise abandons its business with respect to the sale of the Licensed Products (..) (v) if Distributor fails, refuses, or neglects to pay when due other monies owing to Company under this Agreement (...) (ix) if Distributor fails to comply with any other term, condition or provision of this Agreement - (International Contracting: Law and Practice - Larry A. DiMatteo - §9.02 - S. 327).
Termination
The licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have upon the occurrence of any of the following events: (...) the Licensee delivers or sells Licensed Products outside the Licensed Territory or knowingly sells Licensed Products to a third party who the licensee knows intends to or reasonably should suspect intends to sell or deliver such Licensed Products outside Licensed Territory (...) the licensee breaches any other agreement in effect between the licensee and the licensor (...) the licensee defaults on any of its other obligations required in this Licensed Agreement - (International Contracting: Law and Practice - Larry A. DiMatteo - §10.18 - S. 365).

(...) This contract may be terminated by revocation upon a substantial failure in execution by the other party.
1983

Material Non-Performance by X means the failure by X on behalf of Y to market at least one new film, during each Marketing Period (...) this Agreement may only be terminated by Y if Y gives written notice of termination to X wihin {X} days following the end of any Marketing Period in which there has occurred a Material Non-Performance by X, any such termination to be effective as at the end oh the initial term hereof or the end of any renewal term, whichever shall next occur after Y has given notice of such termination; forthwith upon written notice given by X to Y, if Y is in breach of this Agreement and such breach has not been rectified to the satisfaction of X wihtin (...) {X} days.
2002

At any time, either party may terminate this Agreement effective immediately upon notice to the other party, if the other party (...) discontinues its business, or becomes insolvent or unable to pay its obligations as they become due or breaches any material provision of this Agreement and fails to cure such breach within {X} days of receipt of notice of breach or such longer period of time as agreed by the parties.
2002
Termination for Cause
If Y defaults in the performance of any of its material obligations under this Agreement, and does not cure such default within {X} days after receipt of a notice of default from X, then X may, without limiting X's other rights or remedies under this Agreement, by giving notice to Y, terminate this Agreement, in whole or in affected part, as of the termination date specified in the notice (...) if X fails to make payments due to Y under this Agreement and does not cure such default within {X} days after receipt of a notice of default from Y, then Y may, by giving notice to X, terminate this Agreement in its entirety as of the termination date specified in the notice of default.
2005
Term, Termination and Rights After Termination
In the event that either Party has breached any material contractual obligation under this Agreement and such breach is not due to Force Majeure and is not remedied to the non-breaching party's reasonable satisfaction within {X} days after receipt by the breaching Party of written notice from the non-breaching party specifying the nature of such breach and demanding remedy form the same, then the non-breaching party shall have the right to immediately terminate this Agreement upon notice.
2006
Termination
X/Y may terminate the obligations under this Agreement as to any Y/X Service at any time if Y/X shall have failed to perform any of its material obligations under this Agreement relating to such Y/X Service, X shall have notified Y in writing of such failure, and such failure shall have continued for a period of at least {X} days after receipt by Y of written notice of such failure from X.
2007
Termination by the Company
This Agreement may be terminated by the Company: if, at any time, the Administrator materially breaches this Agreement and the matter is unresolved after X days pursuant to the dispute resolution procedures set forth in Section X (...)
2010
Terms of Agreement; Removal of Administrator
(...) the Trustee may (...) remove the Administrator upon written notice of termination from the Trustee to the Administrator if (...) the Administrator shall default in the performance of any of its duties under this Agreement an such default materially and adversely affects the interests of the Noteholders and, after notice of such default, the Administrator shall not cure such default within thirty days (...)
2011
Accounts Receivable Agreement
Event of Default
Any or more of the following described events shall constitute an event of default (...) the Borrower shall fail to pay any Obligations within {X} days of when due (...) in any material respect to perform or observe any term, covenant or agreement contained in this Agreement or in any document, instrument or agreement evidencing or relationg to any indebtedness of the Borrower (...)
1996
Event of Default
Any or more of the following is an Event of Default (...) Borrower fails to satisfy or pay any Obligation to Bank when due (...) Borrower breaches any covenant, agreement, warranty or representation (...) Borrower is in default under any document, instrument or agreement evidencing any debt, obligation or liability (...)
2003
Early Termination of Agreement
This Agreement may be terminated prior to the last day of the Facility Period (...) by Bank at any time with notice to Borrower after the occurrence of an Event of Default, effective immediately (...)
2003
Construction & O&M Contract
Events of Default
A breach of any term or condition of the Power Purchase Agreement, including but not limited to, (i) any material breach of a representation, warranty, or covenant; (ii) any failure of X to pay the Capacity Payment when due; (iii) and any failure of either Party to make any other required payment when due, unless the amount due is the subject of a good faith dispute between the Parties (...)
Term and Termination
(...) the Company will have the right to terminate the Power Plan Engineering, Procurement and Construction Contract (PP-EPC Contract) for a Contractor Event of Default, which Contractor Events of Default, in addition to usual and customary defaults, include (i) X's failure to pay any amount owed to the Company not subject to a valid dispute within 30 days after the due date therefor; (ii) X is in default under the contract in any material respect after the appropriate cure period (...)
Defaults
Each of the following constitute a Constructor's Event of Default: X fails in any material respect to perform its obligations under the Construction Management Agreement and such failure is not cured within {X} days (...) X ceases to conduct its operation in the normal course of business (...) Each of the following shall constitute a Purchaser's Event of Default: Y fails to pay any sum due under the Construction Management Agreement and it does not cure such failure within {X} days (...)
Termination for Contractor´s Default
The Purchaser may terminate the Contract in whole or in part, without prejudice to Purchaser's any other rights or remedies (...) if the Contractor has abandoned the Contract; or has without valid reason failed to commence the Works promptly or has suspended the progress of the Works for more than {X} days after receiving from Purchaser a written notice to proceed (...) shall persistently fail to execute the Works in accordance with the Contract or persistently neglect to carry out its obligation under the Contract without due cause (...) shall refuse or be unable to provide sufficient materials, services or labor to execute and complete the Works in the manner specified in the Chronogram hereof (...)
1997
Failure to Achieve Performance
If Tests (...) show that the Works do not fulfil the performance undertaking or guarantee specified in the Contract, and the remaining deviation is such that the liquidated damages would exceed the maximum (...) then the Purchaser may terminate the Contract by notice to the Contractor.
2001
Substantial Defect
If the Contractor fails to remedy a defect within the final period specified by the Purchaser in accordance with Sub-clause X, and if the defect is substantial then the Purchaser may terminate the Contract by notice to the Contractor.
2001
Non-Disclosure Agreement

(...) each Party acknowledges that the Information of the other is valuable and unique and that disclosure may result in irreparable injury to the disclosing Party.
Loan Contract
Loan Default
A loan is treated in default if a scheduled loan payment is not made at the time required. A Participant shall then have a grace period to cure the default before it becomes final (...)
2000
Events of Default
In case of the happening of any of the following events (...) default shall be made in the payment of any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise (...) then, and in every such event, and at any time thereafter during the continuance of such event, the Lender may take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitment and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding (...)
2008
Events of Default
Any one of the following shall constitute an event of default (an Event of Default) under this Agreement: Borrower fails to (a) make any payment of principal or interest on any Credit Extension on its due date, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day cure period shall not apply to payments due on the Revolving Line Maturity Date. During the cure period, the failure to make or pay any payment specified under clause (a) or (b) hereunder is not an Event of Default (but no Credit Extension will be made during the cure period); Borrower fails or neglects to perform any obligation in Section X or violates any covenant in Section Y (...)
2011
Events of Default
If one or more of the following (Events of Default) shall have occurred and be continuing (a) the Borrower shall fail to pay when due any principal of any Note; or (b) the Borrower shall fail to pay any interest on any Note or any other amount payable hereunder for a period of three Domestic Business Day after the same shall become due (...) then, and in every such event (...) if requested by the Required Lenders, by notice to the Borrower declare the Notes (together with accrued interest thereon) and all other amounts payable by the Borrower hereunder to be, and such Notes (together with accrued interest thereon) and amounts shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower (...)
2011
Default
The occurrence of any one of the following events shall constitute an Event of Default: (a) The non-payment, within five (5) business days of when due, of any payment of principal or interest pursuant to this Note. Any late payments will be subject to a late charge of five percent (5%) of the amount of the applicable payment. In the event the Holder becomes aware of a breach of this Section X, the Holder shall notify the Payor in writing of such breach and the Payor shall have ten (10) business days after notice to cure such breach; (b) The material breach of any representation or warranty by Payor in this Note. In the event the Holder becomes aware of a breach of this Section X, then provided such breach is capable of being cured by Payor, the Holder shall notify the Payor in writing of such breach and the Payor shall have ten (10) business days after notice to cure such breach; (c) The breach of any covenant or undertaking by Payor, not otherwise provided for in this Section X (...)
2011
Default
The occurrence of any one of the following events shall constitute an Event of Default (...) the commencement by the Payor of any voluntary proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, receivership, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or the adjudication of the Payor as insolvent or bankrupt by a decree of a court of competent jurisdiction; or the petition or application by the Payor for, acquiescence in, or consent by the Payor to, the appointment of any receiver or trustee for the Payor or for all or a substantial part of the property of the Payor; or the assignment by the Payor for the benefit of creditors; or the written admission of the Payor of its inability to pay its debts as they mature; or the commencement against the Payor of any proceeding relating to the Payor under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, receivership, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, provided, however, that the commencement of such a proceeding shall not constitute an Event of Default unless the Payor consents to the same or admits in writing the material allegations of same, or said proceeding shall remain undismissed for twenty (20) days; or the issuance of any order, judgment or decree for the appointment of a receiver or trustee for the Payor or for all or a substantial part of the property of the Payor, which order, judgment or decree remains undismissed for twenty (20) days; or a warrant of attachment, execution, or similar process shall be issued against any substantial part of the property of the Payor.
2011
Events of Default
Holder may, at its option, accelerate the maturity of this Note upon the occurrence of any of the following events (any one of which shall be deemed an Event of Default​), in which event the unpaid balance of this Note, together with accrued interest, shall become immediately due and payable without demand or notice (...) The failure by Maker to pay the Note Payment on or before the Maturity Date; the material breach or failure by Maker to perform any covenant or undertaking of Maker in this Note or under the Merger Agreement, and (other than failure by Maker to pay the Note Payment on or before the Maturity Date) each of such breach or failure to perform is not cured within ten (10) days following the receipt by Maker of written notice thereof by Holder (...)
2011
Events of Default
Any one of the following shall constitute an event of default (an "Event of Default") under this Agreement: Borrower fails to (a) make any payment of principal or interest on the Term Loan on its due date, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day cure period shall not apply to payments due on the Term Loan Maturity Date) (...)
2012
Events of Default
If any of the following events (Events of Default) shall occur: (a) the Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (b) the Borrower shall fail to pay any interest on any Loan or Reimbursement Obligation or any fee or any other amount (...) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days (...) the Commitment shall automatically terminate and the principal of the Loans and unpaid Letter of Credit's Obligations then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.
2012
Default
Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Loan. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Transfer of Assets. Borrower leases, sells, or otherwise conveys, or agrees to lease, sell, or otherwise convey, a material part of its Assets or business outside of the ordinary course of business. Defaults with Respect to Third Parties. Borrower fails to make any payment when due or fails to comply with or perform any term, obligation, covenant or condition contained in any agreement between any other person and Borrower (...) If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make further Loan Advances or disbursements), and, at Lender's option, all Indebtedness immediately will become due and payable, all without notice of any kind to Borrower (...)
2012
Asset Transfer Agreement
Events of Breach
The occurrence of any one or more of the following events shall constitute a breach of this Agreement (...) any party violates any material provision hereof or fails to perform in any material respect its obligations hereunder, and such breach or nonperformance has not been remedied for a period of 15 days after receipt of written notice from another party requesting such remedy; or (...) any representation or warranty made by any party herein shall prove to have been false or misleading in any material respect.
2009
Termination
This Agreement may only be terminated as listed below, namely (...) by the Purchaser, if any of the Seller or Operator or Management Shareholder or any person in the affiliate breaches in any material respect its representations and warranties or other agreements or covenants herein (...) and if the breaching party fails to remedy within 10 days after the receipt of a written notice from the Purchaser requesting such remedy (...) by either the Purchaser or the Seller, if the Closing has not occurred (due to the non-breaching party's requirement to terminate this Agreement because of any material breach of this Agreement by the breaching party) on or before the Closing Date or such later date as the Seller and the Purchaser may agree upon (...)
2009
Asset Management Agreement
Liabilities for Breach of the Agreement
Party A's violation of its representations, warranties or undertakings, or of any term of the Agreement, unless caused by events described in Section X, shall constitute Party A's breach of the Agreement (...) Party B is entitled to give Party A written notice to terminate this Agreement in the case of substantial losses caused by Party A's breach. The Agreement shall be terminated on the thirtieth day following the receipt of such written notice by Party A, unless otherwise waived by Party B.
2003
Events of Default
The following shall constitute events of default (each an "Event of Default") (...) the failure of Manager or Consultant to perform, keep or fulfill any of the other covenants, undertakings, obligations or conditions set forth in this Agreement, and the continuance of such default for a period of thirty (30) days after written notice of said failure; provided, however, if such default cannot be cured within such thirty (30) day period and Manager or Consultant, as the case may be, commences to cure such default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended so long as it shall require Manager or Consultant, as the case may be, in the exercise of due diligence to cure such default, it being agreed that no such extension shall be for a period in excess of one hundred twenty (120) days; or the failure of Manager to make any payment required to be made in accordance with the terms of this Agreement within ten (10) days after receipt of notice from Consultant specifying said default with reasonable specificity, when such payment is due and payable.
2003
Termination of Agreement
This Agreement may be terminated prior to the Closing as follows (...) by Purchaser, if there shall be a breach in any material respect by the Company of any representation or warranty, or any covenant or agreement, contained in this Agreement which would result in a failure of a condition set forth in Sections X and which breach has not been cured by the earlier of (i) 10 Business Days after the giving of written notice by Purchaser to the Company of such breach and (ii) the Termination Date (...) by the Company, if there shall be a breach in any material respect by Purchaser of any representation or warranty, or any covenant or agreement, contained in this Agreement which would result in a failure of a condition set forth in Sections X and which breach has not been cured by the earlier of (i) 10 Business Days after the giving of written notice by the Company to Purchaser of such breach and (ii) the Termination Date (...)
2008
Merger Agreement
Events of Default
Each of the following shall constitute an Event of Default: X or the Pledgor fails to make full and timely payment of any amounts due under the Secured Obligations as required under the Service Agreement, License Agreement, Loan Agreement or Option Agreement, or an event of default (as defined and stipulated in those agreements) has occurred and is continuing; the Pledgor makes or has made any inaccurate, incomplete, misleading or untrue representations or warranties under Section X, or is in violation or breach of any of the representations and warranties under Section X; the Pledgor breaches any of the covenants under Section Y; the Pledgor breaches any other covenants, undertakings or obligations of the Pledgor sets forth herein (...)
2010
Termination
This Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Shareholder Approval (...) by Parent, if there shall be any breach or inaccuracy in any of the Company's representations or warranties set forth in this Agreement or the Company has failed to perform any of its obligations or covenants set forth in this Agreement (...) by the Company, if (i) there shall be any breach or inaccuracy in any of Parent's or Merger Sub's representations or warranties set forth in this Agreement or (ii) Parent or Merger Sub has failed to perform any of its obligations or covenants set forth in this Agreement (...)
2013
Termination
At any time prior to the Closing, this Agreement may be terminated and the Merger abandoned by authorized action taken by the terminating party, whether before or after the Required Stockholder Approval (...) by Acquiror, if there has been a breach of any representation, warranty, covenant or agreement of the Company set forth in this Agreement such that the conditions set forth in Section X hereof would not be satisfied, and such breach has not been cured within ten (30) calendar days after written notice thereof to the Company; provided, however, that no cure period shall be required for a breach which by its nature cannot be cured; or (f) the Company, if there has been a breach of any representation, warranty, covenant or agreement of Acquiror and the Merger Sub set forth in this Agreement such that the conditions set forth in Section X hereof would not be satisfied, and such breach has not been cured within ten (30) calendar days after written notice thereof to Acquiror; provided, however, that no cure period shall be required for a breach which by its nature cannot be cured.
2013
Joint Venture
Events of Default
The occurrence of any of the following events shall constitute an "Event of Default" hereunder on the part of the Member to which such event relates (the "Defaulting Member") if within 30 days following delivery to the Defaulting Member of written notice of such default by the other Member, or within 10 days if the default is due solely to the non payment of monies, the Defaulting Member fails to pay such monies, or in the case of non monetary defaults, fails to commence substantial efforts to cure such default or thereafter fails within a reasonable time to prosecute to completion with diligence the curing of such default (…) the violation by a Member of any of the restrictions set forth in Article X of this Agreement (…) any material breach by a Member of its representations and warranties pursuant to Article X hereof or any material default in performance of, or failure to comply with, any other agreement, obligation or undertaking of a Member contained in this Agreement (…) the issuance of a final and non appealable order or directive of a governmental agency of any jurisdiction, including any X Authorities, disqualifying a Member from holding any license, approval or permit required for the business of the Company, or directing that the other Member or any of its Affiliates terminate its relationship with such Member (a "License Breach"); or the occurrence of any fraudulent act or intentional act of willful misconduct by a Member in connection with or in any way relating to the Company, the Project or the Project Assets.
2007
Event of Default
An Event of Default shall occur if a Party (the “Defaulting Party”) fails to perform any material obligation under this Agreement.
2007
Amendment, Termination and Dissolution of Joint Venture
(…) If one party not execute the obligations stipulated by the contract and the Article of Association, or gravely breach the contract and the Article resulting in the Joint-Venture unable to operate or unable to achieve the targeted objective in the contract, it shall be considered single- party termination of the contract by the breaching party. Except the right to reclaim penalty from the breaching party, the other party has the right to terminate the contract upon report to and approved by the original approver according to the stipulation in the contract. If the parties agree to continue the operating, the breaching party shall compensate the Join-Venture’s losses.
2007
Lease Contract
Termination
If reinstatement of the Premises pursuant to clause X shall not have been completed so as to render the Premises fit for beneficial occupation and use and accessible on the date immediately following the expiration of the period of Loss of Rent insurance to be effected by the Landlord under clause X, then either the Landlord or the Tenant may at any time thereafter (but not after the Premises have been rendered fit for occupation and use and accessible) terminate this Lease by giving written notice to the other. If the Premises or the Estate shall suffer damage howsoever caused of such a substantial nature as in the Landlord's reasonable opinion to render the reinstatement of the Premises pursuant to clause X impracticable within the period of Loss of Rent insurance effected under clause X, then the Landlord may at any time terminate this Lease by giving written notice to the Tenant.
2010
Deposit and Payment
Within the lease term, if Party B fails to pay Party A and/or management organization any rent, management fee or any other fee or late fee by the specified time, or if Party B breaches this Contract, Party A shall have the right to deduct from the deposit an amount equal to the overdue rent or fee or to the amount of loss sustained by Party A without giving Party B any prior notice. Party B shall, within 15 days after Party A raises its written request, supplement the deposit by the deducted amount. If Party B fails to supplement the deposit within the time specified above, Party A shall have the right to immediately terminate this Contract and repossess the House, while Party B shall compensate Party A for all the resulting losses sustained by Party A.
2010
Deposit and Payment
If Party B breaches any of the above provisions, Party A shall have the right to immediately terminating this Contract and repossess the House and in such a case Party B shall compensate Party A for all the losses sustained by Party A as a result.
2010
2. Failure to Furnish Letter of Credit
Sales & Purchase Contract
Payment
(...) If Buyer fails to furnish the letter of credit in the manner and form specified above or to fulfill the payment term under the contract, Seller may reserve the right to stopp or suspend the shipment or to cancel all or any part of the contract and/or may dispose of the goods on Buyer's account and risk.
3. Insolvency of Debtor
Sales & Purchase Contract
Termination
Seller may terminate the contract by notice in writing (...) if any proceeding for insolvency or bankruptcy is instituted by or against Buyer or a receiver is appointed for Buyer.
Insolvency, Bankruptcy
If the Seller stops or suspends payments, or if a petition to commence an insolvency proceedings is filed or equivalent proceedings provided by the laws applying to his business are initiated, the Buyer may cancel the contract avoided in whole or to the extent performance is outstanding without giving prior notice and without preventing him from exercising any other remedy.
Events of Default
If any of the following events (each an "Event of Default") occur, Seller and Buyer shall have the rights set forth in Section X, as applicable (...) an Act of Insolvency occurs with respect to Seller or Buyer (...)
1998
Events of Default
Either Party (the "Defaulting Party") will be in default under this Contract if it: (i) makes an assignment or any general arrangement for the benefit of creditors; (ii) files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or cause under any bankruptcy or similar law for the protection of creditors, or has such petition filed against it and such proceeding remains undismissed for 30 days; (iii) otherwise becomes bankrupt or insolvent (however evidenced); (iv) is unable to pay its debts as they fall due (...)
2000
Events of Default
Either Party (the "Defaulting Party") will be in default under this Contract if it: (i) makes an assignment or any general arrangement for the benefit of creditors; (ii) files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or cause under any bankruptcy or similar law for the protection of creditors, or has such petition filed against it and such proceeding remains undismissed for 30 days; (iii) otherwise becomes bankrupt or insolvent (however evidenced); (iv) is unable to pay its debts as they fall due (...)
2000
Termination Rights
This Agreement may be terminated by any Party immediately upon notice if the other Party (v) has not cured a trademark guidelines conflict under Section X, as applicable, within thirty (30) days after receiving written notice of such conflict; (w) becomes insolvent; (x) files a petition in bankruptcy or is otherwise the subject of such a filing that is not dismissed within sixty (60) days of the filing date; (y) makes an assignment for the benefit of its creditors (...)
2010
Involuntary Proceeding
A case or other proceeding shall be commenced against the Party in any court of competent jurisdiction seeking (i) relief under the Federal bankruptcy laws (as now or hereafter in effect) or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts, or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of the Party, or of all or any substantial part of the assets, domestic or foreign, of the Party and such case or proceeding shall continue undismissed or unstayed for a period of sixty (60) calendar days, or an order granting the relief requested in such case or proceeding against the Party (including, but not limited to, an order for relief under such Federal bankruptcy laws) shall be entered; At the non defaulting Party's discretion, in the event of a material breach by one of the Parties of any or all of its obligations under the Agreement, and the defaulting Party fails to cure the breach within 30 (thirty) days after receipt of written notice requesting the defaulting Party to cure such breach.
2010
Termination Events
Each of the following will constitute a Termination Event: The Buyer or any of its Affiliates commences in any jurisdiction any case, proceeding or other action with respect to the Buyer or any of its Affiliates or their properties relating to bankruptcy, insolvency, reorganization, winding-up, liquidation, dissolution or other relief from, or with respect to, or readjustment of, its debts or obligations. An action is commenced in any jurisdiction seeking the appointment of a receiver, trustee, custodian or other similar official for the Buyer or any of its respective Affiliates or for all or any substantial part of their respective assets, and such action remains unstayed, undismissed or undischarged for {...} or the Buyer or any of its Affiliates makes a general assignment for the benefit of its creditors. An action is commenced in any jurisdiction against the Buyer or any of its respective Affiliates seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of their respective assets, and such action remains unstayed, undismissed or undischarged for {...} The Buyer or any of its Affiliates commences negotiations with significant creditors, existing or potential, either with the intention of restructuring all or a substantial part of all of its outstanding obligations or in preparation for a bankruptcy filing under the U.S. Bankruptcy Code (...)
2011
Services Contract
Insolvency
If Customer becomes insolvent, or voluntarily or involuntarily bankrupt, or is unable to meet its obligations when due, or if a receiver or other liquidating officer is appointed for substantially all of Customer's assets or business, or if Customer makes an assignment for the benefit of its creditors, Service Company may terminate this Agreement upon a {X} days' written notice to Customer.
Term of Agreement
Either Party may Cancel this Agreement immediately upon giving the other Party written notice upon occurrence of the following: an assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of all or part of its priority (...) becomes insolvent or has a petition in bankruptcy, reorganization or similar action filed by or against it and such petition is not dismissed within {X} calendar days after it was filed (...)
Insolvency
Distributor shall be deemed to be in default under this Agreement, and all rights granted shall at Company´s option terminate upon notice to Distributor, if Distributor becomes Insolvent. The term Insolvent shall mean any of the following: (i) if the Distributor is not able to pay its debts as they become due in the ordinary course of business; (ii) if the liabilities of the Distributor exceeds its assets; (iii) if the Distributor makes a general assignment for the benefit of creditors; (iv) if a petition in bankruptcy is filed by Distributor or against Distributor and is not dismissed within 30 days; (v) if a proceeding for the appointment of a receiver of Distributor or other custodian for Distributors´s business or assets is filed and consented to by Distributor or is appointed by a court; (vi) if proceedings for a composition with creditors under any Applicable Law should be instituted by or against Distributor; (vii) if a final judgment remains unsatisfied or of record for 30 days or longer (unless secured by a bond).
Termination
The licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have upon the occurrence of any of the following events: (...) the licensee makes any assignment for the benefit of creditors or files a petition under the bankruptcy or insolvency laws of any jurisdiction or where a receiver or trustee is appointed for business - (International Contracting: Law and Practice - Larry A. DiMatteo - §10.18 - S. 365).
Construction & O&M Contract
Contractor's Insolvency
If the Contractor suspends his payments, or if there are otherwise reasonable grounds to assume that the Contractor is insolvent and if the Contractor, at the Purchaser's request, fails to provide a security for his fulfilment of the Contract, the Purchaser may terminate the Contract by notice to the Contractor.
2001
Loan Contract
Insolvency
Any one of the following shall constitute an event of default (an Event of Default) under this Agreement: (a) Borrower is unable to pay its debts (including trade debts) as they become due or otherwise becomes insolvent; (b) Borrower begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower and not dismissed or stayed within thirty (30) days (but no Credit Extensions shall be made while of any of the conditions described in clause (a) exist and/or until any Insolvency Proceeding is dismissed).
2011
Events of Default
Holder may, at its option, accelerate the maturity of this Note upon the occurrence of any of the following events (any one of which shall be deemed an Event of Default), in which event the unpaid balance of this Note, together with accrued interest, shall become immediately due and payable without demand or notice (...) In the event that Maker shall (A) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of all or substantially all of its property, (B) make a general assignment for the benefit of creditors, (C) commence a voluntary case under the federal bankruptcy laws (as now or hereafter in effect), (D) be adjudicated as bankrupt or insolvent, (E) file a petition or take advantage of any other law providing for the relief of debtors, or (F) acquiesce to, or fail to have dismissed within forty-five (45) days, any petition filed against it in any involuntary case under such bankruptcy law.
2011
Default & Effect of an Event of Default
Each of the following shall constitute an Event of Default under this Agreement (...) the dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower (...) If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make further Loan Advances or disbursements), and, at Lender's option, all Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described in the "Insolvency" subsection above, such acceleration shall be automatic and not optional.
2012
Asset Transfer Agreement
Conditions of Termination
This Agreement may only be terminated as listed below, namely (...) by either the Purchaser or the Seller, if the other party becomes insolvent or declares bankruptcy or terminate its operation (...)
2009
Asset Management Agreement
Termination
The Agreement shall be terminated upon occurrence of any of the following events (...) any party becomes insolvent or becomes subject to bankruptcy, liquidation, compulsory dissolution or receivership.
2003
Events of Default
The following shall constitute events of default (each an "Event of Default"): (a) The filing of a voluntary petition in bankruptcy or insolvency or a petition for reorganization under any bankruptcy law by Manager or Consultant; (b) The consent to any involuntary petition in bankruptcy or the failure to vacate within ninety (90) days from the date of entry thereof, any order approving an involuntary petition by Manager or Consultant; (c) The entering of an order, judgment or decree by any court of competent jurisdiction, on the application of a creditor, adjudicating Manager or Consultant as bankrupt or insolvent, or approving a petition seeking reorganization or appointing a receiver, trustee, or liquidator of all or a substantial part of such party's assets, and such order, judgment or decree continues unstayed and in effect for any period of ninety (90) days or more; (d) The appointment of a receiver for all or any substantial portion of the property of Manager or Consultant (...)
2003
Joint Venture
Events of Default
The occurrence of any of the following events shall constitute an "Event of Default" hereunder on the part of the Member to which such event relates (the "Defaulting Member") if within 30 days following delivery to the Defaulting Member of written notice of such default by the other Member, or within 10 days if the default is due solely to the non payment of monies, the Defaulting Member fails to pay such monies, or in the case of non monetary defaults, fails to commence substantial efforts to cure such default or thereafter fails within a reasonable time to prosecute to completion with diligence the curing of such default (...) (i) the institution by a Member of proceedings under any federal or state law for the relief of debtors wherein such Member is seeking relief as debtor, (ii) a general assignment by a Member for the benefit of creditors, (iii) the institution by a Member of a proceeding for relief under the Federal Bankruptcy Code, (iv) the institution against a Member of a proceeding under the Federal Bankruptcy Code, which proceeding is not dismissed, stayed or discharged within 60 days after the filing thereof or, if stayed, which stay is thereafter lifted without a contemporaneous discharge or dismissal of such proceeding, (v) the admission by a Member in writing of its inability to pay its debts as they mature or (vi) the attachment, execution or other judicial seizure of all or any substantial part of a Member's Units which remains undismissed or undischarged for a period of 15 days after the levy thereof, if such attachment, execution or other judicial seizure would reasonably be expected to have a material adverse effect upon the performance by such Member of its obligations under this Agreement; provided, however, that any such attachment, execution or seizure shall not constitute an Event of Default if such Member posts a bond sufficient to fully satisfy the amount of such claim or judgment within 15 days after the levy thereof and the Member's Units is thereby released from the lien of such attachment (each an "Event of Bankruptcy") (...)
2007
4. Specific Consequences Linked to Non-Performance & Non-Breaching Party
Sales & Purchase Contract
Purchase Order for Customized Goods
(...) Upon termination, and with respect to that part of this Contract terminated: no further sums shall become due to Seller save in respect to goods delivered and accepted prior to termination, payment for which shall be postponed at Purchaser's election, until such time as Purchaser's claims against Seller under this Contract shall have been established and quantified (...) - (International Contracting: Law and Practice - Larry A. DiMatteo - §6.05 A - S. 205).
Claims, Pre-Estimated Damages
The Seller may in its sole discretion suspend the delivery hereunder if any of the following occur: the Buyer fails to pay when due any invoice for any previous delivery of the Monthly Quantity or as part thereof or fails to pay when due interest in respect of any overdue payment for any previous delivery, in each case, for more than {X} NYC Business Days (...) and the Buyer fails to open any stand-by letter(s) of credit as and when required (...) and such failure continues for more than {X} NYC Business Day.
2002
Fees and Expenses
The fees and expenses described in paragraphs (b) and (c) above shall be paid by the Company whether or not the Series X Bonds are issued or sold, unless the Underwriter is in default in its obligation to purchase the Series X Bonds hereunder, in which case the Company shall have no obligation to pay the fees and expenses of the Underwriter or Underwriter's Counsel (...)
2005
Services Contract
Service Contract: Standard Terms
Upon the occurence and during the continuation of a default, Purchaser may exercise any and all rights and remedies available to it under applicable law and equity, including without limitation, cancellation of this Contract. If after termination for default under this Contract, it is determined that Seller was not in default, such termination shall be deemed a termination for convenience - (International Contracting: Law and Practice - Larry A. DiMatteo - §8.10 - S. 291).
Effect of Termination
Other than as required by law, upon the effective date of the termination of the obligations under this Agreement as to any Service (...) or upon termination of this Agreement in accordance with its terms, the Party terminating such Service shall have no obligation to pay any X/Y Service Costs, as the case may be, relating to such terminated Service (...) notwithstanding such termination, the Party terminating such Service shall remain liable to the Party whose Service is terminated for X/Y Service Costs, as the case may be, owed and payable in respect of Services provided prior to the effective date of the termination (...) any termination of the obligations under this Agreement as to any Service or upon termination of this Agreement in accordance with its terms will not relieve a Party of any liability for breach thereof.
2007
Effect of Notice
Upon delivery to the Collateral Agent of an Event of Default Notice and while such Event of Default Notice remains effective, the Collateral Agent shall notwithstanding anything in this Agreement to the contrary (a) cease to honor any instruction or request from the Borrower to distribute, transfer or withdraw any funds or other assets from the Project Accounts or directing the manner in which any such funds or other assets shall be held or invested, (b) hold funds on deposit in any Project Account only in such Permitted Investments as the Loan Servicer may from time to time direct in writing (or, failing such direction, the Overnight Investment), (c) disburse, transfer and withdraw amounts on deposit in the Project Accounts only as the Loan Servicer may direct in writing from time to time, and (d) draw upon any or all Reserve Letters of Credit for the full undrawn face amount in accordance with the terms of such Reserve Letters of Credit and disburse the aggregate amount of such drawings in the Project Accounts as the Loan Servicer may direct from time to time.
2009
Accounts Receivable Agreement
Remedies upon Default
When an Event of Default occurs, Bank may stop financing Receivables or extending credit to Borrower (...) all or a portion of the Obligations (...) are due and payable in full (...) Bank may exercise all rights and remedies under this Agreement and the law (..) and the right to collect, dispose of, sell, lease, use, and realize upon all Financial Receivables and Collateral in any commercial manner (...)
Repayment on event of default
When there is an Event of Default, Borrower will, if Banks demands (...) repay all of the Advances (...)
Remedies on Default
Upon the occurrence of any Event of Default, the Bank may, at its sole election, without demand and upon only such notice as may be required by law (...) declare any or all of the Borrower's indebtedness owing to the Bank, whether under this Agreement or under any other document, instrument or agreement, immediately due and payable, whether or not other wise due and payable (...) cease extending credit (...) terminate this Agreement as to any future obligation of the Bank without affecting the Borrower's obligations to the Bank (...)
1996
Construction & O&M Contract
Termination
Either Party may terminate the Construction Management Agreement if an Event of Default by the other Party occurs and written notice is given to the other Party. In addition, X may: suspend or withhold payment of the Construction Management Fee; retain a Person in lieu of Y to perform the Construction Management Services; or exercise any right or use any remedy that may be available under Applicable law proceed by appropriate court action.
Accession Agreement
Lender's Rights
Upon the occurrence of any Event of Default, Lender may declare the entire unpaid principal balance on this Note and the Indebtedness and all accrued unpaid interest immediately due, without notice (...), and then Borrower will pay that amount. Additionally, upon the occurrence of any Event of Default and until the entire unpaid principal balance on this Note and the Indebtedness is paid in full, without notice or demand and without waiving any other right or remedy, Lender may, at Lender's option, elect to impose increases in the interest rate pursuant to and as set forth in the section of this Note captioned INTEREST AFTER DEFAULT and, if included in this Note, the section captioned PERFORMANCE BASED RATE CHANGES. Borrower shall be liable for any deficiency remaining after disposition of any collateral which Lender may choose to realize upon.
2012
Non-Disclosure Agreement

(...) the Parties agree that, in the event of a breach or threatened breach of the terms of this Agreement, the non-breaching Party shall be entitled to seek specific performance and/or injunctive relief in addition to, and not in lieu of, any other legal or equitable relief including without limitation monetary damages (...)
Loan Contract
Rights and Remedies
When an Event of Default occurs and continues beyond any applicable grace period Bank may, without notice or demand, do any or all of the following to the extent not prohibited by applicable law: (a) declare all Obligations immediately due and payable (but if an Event of Default described in Section X of this Agreement occurs, all Obligations are immediately due and payable without any action by Bank); (b) stop advancing money or extending credit for Borrower's benefit under this Agreement or under any other agreement between Borrower and Bank (...) (e) settle or adjust disputes and claims directly with Account Debtors for amounts, on terms and in any order that Bank considers advisable and notify any Person owing Borrower money of Bank's security interest in such funds and verify the amount of such account (...) (f) make any payments and do any acts it considers necessary or reasonable to protect its security interest in the Collateral. Borrower shall assemble the Collateral if Bank requests and make it available as Bank designates that is reasonably convenient to Bank and Borrower (...)
2011
Asset Management Agreement
Consequence of Default
Upon the occurrence of an Event of Default, the non-defaulting party may give the defaulting party written notice of intention to terminate this Agreement (after the expiration of any applicable grace or cure period provided in Section X above), and upon the expiration of thirty (30) days from the date of such notice, this Agreement shall terminate (the "Termination Date") and the non-defaulting party shall be entitled to exercise any rights and remedies, at law or in equity, under this Agreement or under applicable law (...)
2003
Joint Venture
Obligation of the Party Breaching the Contract
Should the Joint Venture be unable to operate or to achieve the operating objectives thereof due to either Party’s failure to perform the obligations or its material breach hereof, provided such failure or breach can not be corrected, or such breach has not been corrected within 60 days upon a written notice, the complying Party shall be entitled to damages and terminate the Contract. Even though the complying Party agrees to continue to operate, the Party in breach shall compensate the losses that the Joint Venture and the complying Party suffered.
2006
Remedies Upon Default
Upon the occurrence of any Event of Default, the Non Defaulting Member shall have the right, without limitation, to exercise any and all rights and remedies set forth in this Agreement or as may be available at law or in equity against the Defaulting Member.
2007
Event of Default
Upon the occurrence of an Event of Default and the expiration of the Cure Period set forth in Section X, the Non-Defaulting Party may pursue all legal and equitable rights and remedies against the Defaulting Party available to it (subject to any limitations in this Agreement). The Defaulting Party shall pay all costs, including attorneys’ fees, incurred by the other Member in pursuing such legal remedies.
2007
5. Specific Consequences Linked to Non-Performance & Breaching Party
Sales & Purchase Contract
Remedies on Default
If an Event of Default occurs with respect to Seller, the following rights and remedies are available to Buyer (...) Seller's obligations hereunder to repurchase all Purchased Mortgage Loans in such Transactions shall thereupon become immediately due and payable (...)
1998
Remedies
(...) Seller shall be liable to Buyer for the amount of all expenses, reasonably incurred by Buyer in connection with or as a consequence of an Event of Default, including, without limitation, reasonable legal fees and expenses and reasonable costs incurred in connection with hedging or covering transactions (...)
1998
Remedies
If an Event of Default occurs with respect to Buyer, the following rights and remedies are available to Seller: Upon tender by Seller of payment of the aggregate Repurchase Price for all such Transactions, Buyer's right, title and interest in all Purchased Mortgage Loans subject to such Transactions shall be deemed transferred to Seller, and Buyer shall deliver or cause to be transferred all such Purchased Mortgage Loans to Seller or its designee at Buyer's expense (...)
1998
Trigger Price Transactions
(...) If either Party fails to complete the purchase or sale of gas after the other Party has executed trades pursuant to Section X, then the failing Party shall be liable to the non-failing Party for actual losses incurred for the reversal of trades so executed (...)
2000
Claims, Pre-Estimated Damages
During any period in which the Seller suspends deliveries pursuant to the terms of Section (...), such suspension or deliveries shall be deemed a failure by the Buyer to take delivery of X, and the Buyer shall pay to the Seller pre-estimated damages pursuant to (...) on a Monthly Quantity, or portion thereof if such suspension is less than {X} full Calendar Month(s), or if not so determinable, then on a Monthly Quantity, or portion thereof if such suspension is less than {X} full Calendar Month(s)
2002
Procedure and Effect of Termination
If this Agreement is terminated (...) Sellers, severally and not jointly, shall reimburse Purchaser for its reasonable, out-of-pocket costs and expenses (including reasonable attorney's fees) incurred by Purchaser in connection with this Agreement and the transactions contemplated hereby (...)
2009
Services Contract
Service Contract: Standard Terms
In the event of a cancellation or termination under this Contract, Seller shall be liable to Purchaser for cover costs, in addition to Purchaser's other rights and remedies at law or in equity - (International Contracting: Law and Practice - Larry A. DiMatteo - §8.10 - S. 291).
Effect of Termination
Other than as required by law, upon the effective date of the termination of the obligations under this Agreement as to any Service (...) or upon termination of this Agreement in accordance with its terms, the Party whose Service is terminated shall have no further obligation to provide the terminated Service (or any Service, in case of termination of this Agreement) (...) any termination of the obligations under this Agreement as to any Service or upon termination of this Agreement in accordance with its terms will not relieve a Party of any liability for breach thereof.
2007
Construction & O&M Contract
Termination for Contractor's Default
Unless otherwise instructed by the Purchaser (...) the Contractor shall (...) cease all further work (...) terminate all sub-contracts (...) deliver to the Purchaser the parts of the Works executed by the Contractor up to the date of termination (...) assign to the Purchaser all right, title and benefit of the Contractor to the Works and in the Materials as at the date of termination (...). The Contractor shall be liable to the Purchaser for any excess costs and expenses incurred by the Purchaser which result from the completion of the Works by the Purchaser or another party, and also other costs, expenses and direct damages related to the termination. The Contractor shall continue the performance of this Contract to the extent not terminated (...) The rights and remedies of the Purchaser (...) shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
1997
Time for Commencement and Completion
The Contractor shall be responsible for its obligation under the Contract during Defect Liability Period (...) if such defect or other fault is one for which the Purchaser/Contractor is solely liable under the Contract, the costs of the work carried out in searching as aforesaid shall be borne and paid by the Purchaser/Contractor and Contractor/Purchaser will remedy such defect or other fault at Purchaser's/Contractor's expense (...)
1998

In case of termination (...) the Purchaser {Breaching Party} shall be entitled to compensation for the loss he has suffered (...) the Compensation shall not exceed {X} percent of the Contract Price (...) the liquidated damages which the Purchaser could have demanded shall be deducted from the maximum.
2001
Loan Contract
Rights of Investor Upon Default
(...) Upon the occurrence or existence of any Event of Default described in Section X, immediately and without notice, all outstanding Obligations payable by Company hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the other Transaction Documents to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, Investor may exercise any other right power or remedy granted to it by the Transaction Documents or otherwise permitted to him by law, either by suit in equity or by action at law, or both.
2002
Repayment on Event of Default
When there is an Event of Default, Borrower will, if Bank demands (or, upon the occurrence of an Event of Default under Section X of this Agreement, immediately without notice or demand from Bank) repay all of the Obligations. The demand may, at Bank's option, include any and all Credit Extensions, and all accrued Finance Charges, interest, Collateral Handling Fees, Bank Expenses and any other Obligations.
2011
Rights and Remedies
While an Event of Default occurs and continues Bank may, without notice or demand, do any or all of the following: (a) declare all Obligations immediately due and payable; (b) stop advancing money or extending credit for Borrower's benefit under this Agreement or under any other agreement between Borrower and Bank; (...) (d) settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Bank considers advisable, notify any Person owing Borrower money of Bank's security interest in such funds, and verify the amount of such account; (...) (j) exercise all rights and remedies available to Bank under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof).
2011
Conversion and Continuation Elections
Any LIBOR Loans shall, at Bank's option, convert into Prime Rate Loans in the event that an Event of Default or Default shall exist. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, charge the Designated Deposit Account or any other account Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result of the conversion of LIBOR Loans to Prime Rate Loans pursuant to this Section X.
2012
Asset Management Agreement
Liabilities for Breach of the Agreement
If Party A fails to pay Party B when it becomes due under the Agreement, any Investment Management Services fee, performance-based bonus or Third Party Cost and Expense incurred by Party B while engaging a third party in Party B's own name in accordance with Section X, Party A shall pay to Party B a sum equal to 0.05% of such amount due for each day that such amount is outstanding until it is paid in full.
2003
Joint Venture
Obligation of the Party Breaching the Contract
Should all or part of the contract and its appendices unable to be fulfilled owing to the fault of any party, the party in breach shall bear the liability thereof. Should it be the fault of both parties, they shall bear their respective liabilities according to the actual situation.
2006
6. Effects of Termination & Unwinding the Contract
Sales & Purchase Contract
Termination
In case of termination for due cause, the Seller shall refund the down payment of undelivered goods within {X} days after receipt notice of termination for due cause issued by the Buyer.
Termination
After the effective date of termination of this Contract the Parties shall have no further liability hereunder, however, the termination of this Contract shall not affect either Party's rights or liabilities that have accrued prior to the effective date of termination, unless the Parties agree otherwise.
2002
Procedure and Effect of Termination
(...) this Agreement shall become null and void and have no effect, and all obligations of the Parties hereunder shall terminate (...) provided that nothing herein shall relieve any Party from Liability for any material breach of any of its representations, warranties, covenants or other agreements set forth herein (...)
2009
Effect of Termination
Terminating this Agreement in accordance with Section X will not impose any liability or obligation on the terminating party. Upon termination of this Agreement for any reason, a ninety (90) day wind-down period (the "Transition Period") will occur during which the Parties' rights and obligations under this Agreement will remain in effect, except that X will cease to sell Real Estate Ad Products or Display Ads as of the effective date of termination (i.e., prior to the start of such Transition Period) and the exclusivity provisions of this Agreement will no longer apply to either Party. Upon any termination of this Agreement, X shall have no further obligation to make any payments under Section X after the effective date of any such termination, other than any with respect to any payments that became due prior to the effective date of termination or during the Transition Period. The rights afforded the parties under this Section X will not be deemed to be exclusive, and are in addition to any rights or remedies provided by Law, but subject to all limitations of remedies expressly set forth in this Agreement. Additionally, the provisions of Sections X but only with respect to payments thereunder that have been earned and remain unpaid as of the date of termination (...) shall survive any termination or expiration of this Agreement.
2010
Effect of Termination
In the event of the termination of this Agreement in accordance with Section X, this Agreement shall become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, except for the obligations of the parties hereto as provided in Article X (...). Nothing in this Section X shall be deemed to release either party from any liability for any knowing, willful and material breach of any representation, warranty, covenant or agreement hereunder prior to termination.
2011
Effect of Termination
In the event that this Agreement is terminated pursuant to Section X, this Agreement shall become void, and there shall be no liability on the part of Purchaser or Sellers or any of their Affiliates in connection therewith; provided, that the Parties' obligations under the provision of Section X (...) shall survive any such termination.
2012
Services Contract
Consulting Agreement
(...) Notwithstanding the foregoing, the Company may terminate this Agreement at any time in the event that it is dissatisfied with the Consultant's performance hereunder and the Consultant does not cause the Company to be satisfied with the Consultant's performance within {X} days of receipt of notice from the Company specifying the reason for such dissatisfaction - (International Contracting: Law and Practice - Larry A. DiMatteo - §8.06 - S. 284).
Service Contract: Standard Terms
Following a termination for default of this Contract, Seller shall be compensated only for Work actually delivered and accepted. Purchaser may require Seller to deliver to Purchaser any supplies and materials, manufacturing materials, and manufacturing drawings that Seller has specifically produced or acquired for the terminated portion of this Contract. Purchaser and Seller shall agree on the amount of payment for these other deliverables - (International Contracting: Law and Practice - Larry A. DiMatteo - §8.10 - S. 291).
Effect of Termination of Agreement
If the termination of this Agreement is without cause, each party will bear the costs and expenses of terminating the relationship (...) X will comply with its payment obligations incurred prior to termination or expiration.
2002
Effects of Termination
Upon termination or expiration of this Agreement, X (...) will immediately cease promoting, marketing and otherwise selling the (...) Equipment. Each party shall fully perform any and all obligations under this Agreement incurred prior to the effective date of termination or expiration. All amounts owed by X to Company, notwithstanding prior term of sale, shall become immediately due and payable (...) all unshipped orders shall be cancelled without liability of Company to X (...)
2003
Term, Termination and Rights After Termination
Any termination or expiration of this Agreement (...) shall not relieve Licensee or its Subsidiaries of their obligation under the reporting provisions of Article X above or of its liability for payment of royalties on Licensed Products Sold prior to, on, or (...) after the date of such termination or expiration and shall not prejudice X's right to recover any royalties or other sums due or accrued prior to, at or after the time of such termination or expiration. In addition, any termination or expiration shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default by either Party (...)
2006
Construction & O&M Contract
Power Purchase Agreement
(...) During the construction period (...) a termination of the Power Purchase Agreement by either party (including terminations relating to an event of default by either party) will trigger a termination payment by X that would cover repayment of all of the Project's outstanding senior debt.
Loan Contract
Events of Default
Holder may, at its option, accelerate the maturity of this Note upon the occurrence of any of the following events (any one of which shall be deemed an Event of Default), in which event the unpaid balance of this Note, together with accrued interest, shall become immediately due and payable without demand or notice (...)
2011
Merger Agreement
Effect of Termination
Any Party terminating this Agreement pursuant to Section X shall give written notice of such termination to each other Party in accordance with this Agreement specifying the provision or provisions hereof pursuant to which such termination is being effected. In the event of termination of this Agreement as provided in Section X, this Agreement shall forthwith become null and void and of no effect without any liability or obligation on the part of any Party to this Agreement (or any Parent Related Party or Company Related Party); provided, however, that the provisions of the last sentence of Section X (...) shall survive such termination (...)
2013
Effect of Termination
In the event of termination of this Agreement as provided in Section X, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Acquiror, Merger Sub, the Company or their respective officers, directors, stockholders or affiliates; provided, however, that (...) nothing herein shall relieve any party hereto from liability in connection with any willful breach of such party's representations, warranties or covenants contained herein.
2013
Pledge Agreement
Events of Default
Unless an Event of Default set forth in Section X has been rectified to the Pledgee's satisfaction, the Pledgee, at any time the event of default occurs or thereafter, may give a written notice of default to the Pledgor, and require such Pledgor, at the discretion of the Pledgee, to immediately make full payment of the outstanding amounts payable under the Loan Agreements, Service Agreement, License Agreement, and/or Option Agreements, and other payables, or dispose of the Pledge in accordance with Section X herein.
2010
A project of CENTRAL, University of Cologne.