The "Remedies" clause in a contract outlines the actions or compensation available to a party when the other party fails to fulfill their contractual obligations. It specifies the rights and procedures for seeking redress, such as damages, specific performance, or termination of the contract, aimed at addressing breaches and restoring the affected party's interests.
Collateral Assignment of Rights and Remedies. To secure payment and performance of the Obligations, Assignor hereby collaterally assigns to Lender all of Assignor’s rights and remedies with respect to, and title and interest in the Purchase Agreement and each other agreement or other instrument or document executed or delivered in connection therewith (collectively, the “Acquisition Documents”); provided, however, that Lender may only exercise such rights and remedies or take any action with respect to such title and interest upon and following the occurrence and during the continuance of an Event of Default. Assignor may exercise such rights and remedies or take any action with respect to such title and interest until (but not upon or after): (a) the occurrence of an Event of Default and during the continuance thereof and (b) Lender giving written notice thereof to the Assignor.
Cumulative Remedies. All remedies, rights, powers and privileges, either under this Collateral Assignment, the Credit Agreement, the other Loan Documents or otherwise afforded Lender, shall be cumulative and not exclusive of any other such remedies, rights, powers and privileges. The Lender may exercise all such remedies, rights, powers and privileges in any order of priority.
Remedies. Upon the occurrence of any such Event of Default, Secured Party shall have the rights of a secured creditor under the UCC, all rights granted by this Agreement and by law, including, without limiting the foregoing, (a) the right to require Debtor to assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party, and (b) the right to take possession of the Collateral, and for that purpose Secured Party may enter upon premises on which the Collateral may be situated and remove the Collateral therefrom. Debtor hereby agrees that fifteen (15) days’ notice of a public sale of any Collateral or notice of the date after which a private sale of any Collateral may take place is reasonable. In addition, Debtor waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of Secured Party’s rights and remedies hereunder, including, without limitation, Secured Party’s right following an Event of Default to take immediate possession of Collateral and to exercise Secured Party’s rights and remedies with respect thereto. Secured Party may also have a receiver appointed to take charge of all or any portion of the Collateral and to exercise all rights of Secured Party under this Agreement. Secured Party may exercise any of its rights under this Section 7.2 without demand or notice of any kind. The remedies in this Agreement, including without limitation this Section 7.2, are in addition to, not in limitation of, any other right, power, privilege, or remedy, either in law, in equity, or otherwise, to which Secured Party may be entitled. No failure or delay on the part of Secured Party in exercising any right, power, or remedy will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. All of Secured Party’s rights and remedies, whether evidenced by this Agreement or by any other agreement, instrument or document shall be cumulative and may be exercised singularly or concurrently.
Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors or other persons obligated on Collateral or to fail to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other persons, whether or not in the same business as Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill Secured Party’s duties under the UCC in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.
Cumulative Rights, etc. The rights, powers and remedies of Secured Party under this Agreement shall be in addition to all rights, powers and remedies given to Secured Party by virtue of any applicable law, rule or regulation of any governmental authority, or the Note, all of which rights, powers, and remedies shall be cumulative and may be exercised successively or concurrently without impairing Secured Party’s rights hereunder. Debtor waives any right to require Secured Party to proceed against any person or entity or to exhaust any Collateral or to pursue any remedy in Secured Party’s power.
Election to Pursue Remedies: (a) At any time after the occurrence and during the continuance of an Event of Default, any Designated Voting Party (in the case of a CTA Event of Default) or the relevant Designated Voting Party (in the case of an Event of Default under such Designated Voting Party’s Senior Secured Debt Instrument) may deliver notice (such notice, a “Remedies Initiation Notice”) to the P1 Intercreditor Agent that (i) describes the Event of Default with respect to which such Designated Voting Party is seeking to pursue remedies, (ii) specifies the various remedies (the “Proposed Remedies”) that such Designated Voting Party wishes the P1 Intercreditor Agent to direct the P1 Collateral Agent to exercise, and (iii) specifies the date on which such Designated Voting Party wishes the P1 Collateral Agent to commence such Proposed Remedies. Upon receipt of any Remedies Initiation Notice, the P1 Intercreditor Agent shall promptly provide a copy of such Remedies Initiation Notice to the P1 Collateral Agent, each Designated Voting Party and each Senior Secured Creditor Representative (each of which shall promptly provide copies of any such Remedies Initiation Notice to its Senior Secured Creditors) and specify a date (the “Remedies Commencement Date”) on which the P1 Intercreditor Agent will direct the P1 Collateral Agent to commence the exercise of the Proposed Remedies if the P1 Intercreditor Agent is so directed by Designated Voting Parties constituting the Initiating Percentage. Such Remedies Commencement Date shall be the later of (x) thirty days (or, with respect to Events of Default which have a cure period of sixty days or more, fifteen days) after the date of issuance of the Remedies Initiation Notice and (y) the date specified in the Remedies Initiation Notice; provided, that such Remedies Commencement Date shall be the date specified in the Remedies Initiation Notice if (1) only a single class of Senior Secured Debt is outstanding or (2) the Designated Voting Party who issued the Remedies Initiation Notice represents 100% of the Total Votes. The provisions of this Section 7.3(a) are solely for the benefit of the Senior Secured Parties and neither the Borrower nor any other Person shall have any right nor interest as a beneficiary of this Section 7.3(a).
If the relevant Remedies Initiation Notice was executed by Designated Voting Parties constituting the Initiating Percentage in respect of such Event of Default (determined as at the date of delivery of the Remedies Initiation Notice), the remedies specified in such Remedies Initiation Notice shall be commenced without further action on behalf of the Designated Voting Parties in accordance with Section 7.4, unless all Events of Default that are the subject of such Remedies Initiation Notice have been previously cured or waived (by Modification of the provisions giving rise to such Event of Default in accordance with the terms of Article 6) and such waiver or cure has been promptly notified in writing to each of the P1 Intercreditor Agent and the P1 Collateral Agent.
Any Designated Voting Party that has instructed the P1 Intercreditor Agent to direct the P1 Collateral Agent to pursue remedies pursuant to a Remedies Instruction or other direction in connection with any Enforcement Action shall promptly notify the P1 Intercreditor Agent (who shall in turn promptly notify the P1 Collateral Agent and each other Senior Secured Creditor Representative) upon obtaining actual knowledge of the cessation of the Event of Default to which such Remedies Instruction or such other direction in connection with Enforcement Action related. Promptly following the receipt of such a notice, the P1 Collateral Agent shall (if a Control Notice was previously delivered pursuant to such Remedies Instruction or other direction) deliver a Control Notice Withdrawal (as defined in the P1 Accounts Agreement) in accordance with Section 3.15 (Defaults and Remedies) of the P1 Accounts Agreement.
Non-Judicial Remedies. Secured Party may enforce its rights hereunder without prior judicial process or judicial hearing, and Debtor expressly waives, renounces and knowingly relinquishes any and all legal rights which might otherwise require Secured Party to enforce its rights by judicial process. In so providing for non-judicial remedies, Debtor recognizes and concedes that such remedies are consistent with the usage of the trade, are responsive to commercial necessity and are the result of bargain at arm’s length. Nothing herein is intended to prevent Secured Party from resorting to judicial process at its option.
RIGHTS, REMEDIES AND WARRANTIES: With Respect to Collateral. If an Event of Default has occurred and is continuing, Secured Party is hereby fully authorized and empowered (without the necessity of any further consent or authorization from Debtor) and the right is expressly granted to Secured Party, and Debtor hereby constitutes, appoints and makes Secured Party, as its true and lawful attorney-in-fact and agent for it and in its name, place and stead, with full power of substitution, in Secured Party’s name or Debtor’s name or otherwise, for the sole use and benefit of Secured Party and the other Secured Creditors, but at Debtor’s cost and expense, to exercise, without notice, all or any of the following powers at any time with respect to all or any of the Collateral.
Default Remedies. Upon the occurrence and the continuance of any Event of Default, Secured Party may then, or at any time thereafter and from time to time, apply, set-off, collect, sell in one or more sales, lease, or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as Secured Party may elect, and any such sale may be made either at public or private sale at its place of business or elsewhere, or at any brokers’ board or securities exchange, either for cash or upon credit or for future delivery, at such price as Secured Party may deem fair, and Secured Party may be the purchaser of any or all Collateral so sold and may hold the same thereafter in its own right free from any claim of Debtor or right of redemption. No such purchase or holding by Secured Party shall be deemed a retention by Secured Party in satisfaction of the Secured Obligations. All demands, notices and advertisements and the presentment of Property at sale are hereby waived. If, notwithstanding the foregoing provisions, any applicable provision of the Code or other law requires Secured Party to give reasonable notice of any such sale or disposition or other action, Debtor hereby agrees that twenty days’ prior written notice shall constitute reasonable notice. Secured Party may require Debtor to assemble the Collateral and make it available to Secured Party at a place designated by Secured Party which is reasonably convenient to Secured Party and Debtor. Any sale hereunder may be conducted by an auctioneer or any officer or agent of Secured Party.
Certain Rights and Remedies. If an Event of Default has occurred and is continuing and in addition to the rights and remedies available to Lender under this Agreement or any other Loan Document, Lender, without any other notice to or demand upon Debtor, shall have the rights and remedies of a secured party under the UCC and any additional rights and remedies that may be provided to a secured party in any jurisdiction in which any UCC Collateral is located, including the right to enter upon each Collateral Site, take possession of and remove such UCC Collateral therefrom. Lender may require Debtor to assemble all or any part of the UCC Collateral at such location(s) as Lender may reasonably designate. Lender shall give to Debtor at least 10 calendar days prior written notice of the time and place of any public sale of UCC Collateral or of the time after which any private sale or any other intended disposition is to be made. Debtor acknowledges that 10 calendar days prior written notice of such sale or sales shall be reasonable notice. To the extent permitted under Applicable Law, Debtor waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including its right following an Event of Default to take immediate possession of the UCC Collateral and to exercise its rights and remedies with respect thereto.
Remedies upon Default. If any Event of Default shall have occurred: (a) Chen may, without notice to HTL, except as required by law and at any time or from time to time, charge, set-off and otherwise apply all or any part of the Property Rights and other collateral against the Obligations. Chen may also exercise in respect of the Property Rights, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Texas at that time (the “Code”), and Chen may also, without notice except as specified below, sell the Property Rights or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of Chen’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Chen may deem commercially reasonable. HTL agree that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to HTL of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Chen shall not be obligated to make any sale of Property Rights regardless of notice of sale having been given. Chen may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.
In the context of law and contracts, a remedy refers to the means by which a court enforces a right, imposes a penalty, or makes another court order to impose its will. Remedies are typically used to resolve disputes and compensate for harm or injury caused by one party’s actions or failure to act. They are a critical aspect of contracts and legal disputes because they provide the resolution mechanism for breaches or disagreements, ensuring that the aggrieved party can recover what is due to them.
A remedy should be used when there is a breach of contract or if wrongful behavior results in harm. Here are some scenarios where remedies are applicable:
Writing a remedy clause involves clearly stating what constitutes a breach and what the consequences will be. Here is a general structure:
Example of a remedy clause:
“In the event of any breach of this agreement by either party, the non-breaching party shall be entitled to seek any and all remedies available under law or equity, including but not limited to damages, specific performance, and injunction.”
Remedies are typically included in a wide variety of contracts, particularly those where performance is critical and failure to perform could cause significant harm. Common contracts that contain remedies include:
Understanding and incorporating effective remedy clauses in contracts is essential for enforcing terms and protecting parties’ interests in case of disputes.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The "Removal of Personal Property" clause delineates the responsibilities and time frame within which tenants or parties must vacate and remove their belongings from a premises upon termination or expiration of a lease or agreement. Failure to comply may result in items being considered abandoned, potentially leading to their disposal or storage at the owner's expense.
A renewal option allows one or both parties the right to extend the term of the agreement for an additional period under specified conditions. This clause typically outlines the procedure and notice requirements for exercising the option, along with any changes in terms or pricing for the renewal period.
The "Renewal Term" clause outlines the conditions under which a contract can be extended beyond its initial duration. It typically specifies the length of the renewal period, the notice requirements for opting into the renewal, and any changes in terms or pricing that may apply during the renewal period.
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