BREACH; TERMINATION. In the event that (1) the Implementing Party is not able or fails to provide a Project(s) as required by the Agreement; or (2) GoTriangle is not able or fails to provide funding for a Project(s) as required by the Agreement; or (3) GoTriangle fails to fulfill its responsibilities and duties as set out in the Governance XXX; or (4) any Party fails to fulfill a responsibility or duty of this Agreement; or (5) any Party withdraws from the Master Participation Agreement (separately each a “breach”), any Party to this Agreement shall notify the Clerk to the TPAC Committee and the other Parties to this Agreement. The Non-Breaching party may place the item on a TPAC agenda for discussion and a non-binding recommendation to the Parties. The Non-breaching Party may provide the Breaching Party with a period of time to cure the breach to the reasonable satisfaction of the Non-breaching Party. If the breach is not timely cured, or cannot be cured, the Non-breaching Party may
(1) elect to terminate this Agreement in full; or (2) elect to terminate this Agreement only as to one or more Projects listed in Exhibit A. In the event of breach of this Agreement, the Parties shall be entitled to such legal or equitable remedy as may be available, including specific performance. In the event the Agreement is terminated for any reason other than by the end of the Term of the Agreement:
(a) The Implementing Party shall not be required to continue implementing the Projects, but may elect to continue implementing the Projects using funds from sources other than the Wake Transit Tax.
(b) GoTriangle shall reimburse the Implementing Party for any expenses for the Projects that have been approved in the annual work plan and made in reliance on this Agreement, whether or not a Reimbursement Request has been made by Implementing Party at the time of termination. The Implementing Party shall have sixty (60) days after the date of termination to submit all Reimbursement Requests.
(c) The Implementing Party shall report the final status for its deliverable and GoTriangle shall do a final quarterly report and shall issue the annual report required by this Agreement.
BREACH; TERMINATION. Customer may terminate this Agreement at any time in its sole discretion by providing notice to the Company not less than one hundred and eighty (180) days before such termination. In the event of breach of any material terms or conditions of this Agreement, if the breach has not been remedied within 30 days following receipt of written notice thereof from the other Party (provided that, if the breaching Party has commenced and is diligently pursuing efforts to cure such breach, then such 30-day period shall be extended until the earlier of (i) 30 additional days or (ii) end of diligent efforts to cure the breach), then the non-breaching party may terminate this Agreement by written notice at any time until cure of such breach occurs. In the event of any proceedings by or against either Party in bankruptcy, insolvency or for appointment of any receiver or trustee or any general assignment for the benefit of creditors (excluding, for the avoidance of doubt, an assignment in accordance with Article X or other collateral assignment to obtain project financing), the other Party may terminate this Agreement. If the Customer increases the capability or the capacity of the Facility to exceed 4.999 MW, this Agreement shall immediately terminate. The Company shall not be liable to the Customer for damages resulting from a termination pursuant to this paragraph. If the Customer's generating equipment produces zero (0) kilowatt-hours during any period of twelve (12) consecutive Billing Periods after the Commercial Operation Date, the Company may terminate this Agreement.
BREACH; TERMINATION. Failure of either party to comply substantially with any material provision hereof is a breach of the Lease. Should Tenant neglect or fail to perform and observe any of the terms of this Lease, Landlord shall give Tenant written notice of such breach requiring Tenant to remedy the breach or vacate the Premises on or before a date at least 5 days after the giving of such notice, and if Tenant fails to comply with such notice, Landlord may declare this tenancy terminated and institute action to expel Tenant from the leased Premises without limiting the liability of Tenant for the rent due or to become due under this Lease. If Tenant has been given such notice and has remedied the breach or been permitted to remain in the Premises, and within one year of such previous breach, Tenant commits a similar breach, this Lease may be terminated if, before the breach has been remedied, Landlord gives notice to Tenant to vacate on or before a date at least 14 days after the giving of the notice as provided in sec. 704.17
BREACH; TERMINATION. In the event of breach of any terms or conditions of this Agreement, if the breach has not been remedied within 30 days following receipt of written notice thereof from the other Party (provided that, if the breaching Party has commenced and is diligently pursuing efforts to cure such breach, then such 30-day period shall be extended until the earlier of (i) 30 additional days or (ii) end of diligent efforts to cure the breach). In the event of any proceedings by or against either Party in bankruptcy, insolvency or for appointment of any receiver or trustee or any general assignment for the benefit of creditors, the other Party may terminate this Agreement. If the Customer increases the capability or the capacity of the Facility to exceed 4.999 MW, this Agreement shall immediately terminate. The Company shall not be liable to the Customer for damages resulting from a termination pursuant to this paragraph. If the Customer's generating equipment produces zero (0) kilowatt-hours during any period of twelve (12) consecutive Billing Periods after the Commercial Operation Date, the Company may terminate this Agreement.
BREACH; TERMINATION. Customer/Project Sponsor may terminate this Agreement at any time in its sole discretion by providing notice to the Company not less than one hundred and eighty (180) days before such termination. In the event of breach of any material terms or conditions of this Agreement, if the breach has not been remedied within thirty (30) days following receipt of written notice thereof from the other Party (provided that, if the breaching Party has commenced and is diligently pursuing efforts to cure such breach, then such 30-day period shall be extended until the earlier of (i) 30 additional days or (ii) end of diligent efforts to cure the breach), then the non-breaching party may terminate this Agreement by written notice at any time until cure of such breach occurs. In the event of any proceedings by or against any Party in bankruptcy, insolvency or for appointment of any receiver or trustee or any general assignment for the benefit of creditors (excluding, for the avoidance of doubt, an assignment in accordance with Article XI or other collateral assignment to obtain project financing), the other Party may terminate this Agreement. If the Customer/Project Sponsor increase the capability or the capacity of the Facility to exceed 4.999 MW, this Agreement shall immediately terminate. The Company shall not be liable to the Customer/Project Sponsor for damages resulting from a termination pursuant to this paragraph. If the Facility produces zero (0) kilowatt-hours during any period of twelve (12) consecutive Billing Periods after the Commercial Operation Date [Effective Date for existing resources] for a reason other than a force majeure event, the Company may also terminate this Agreement. The Company shall not be liable to the Customers for damages resulting from a termination pursuant to this paragraph.
BREACH; TERMINATION. It is expressly understood and agreed that, without prejudice to any other rights and remedies available to University, in the event of the breach by Permittee of one or more of the provisions of this Agreement, or any material misrepresentations in obtaining said Agreement, University may terminate this Agreement, re- enter the Premises, or refuse to allow Permittee to take possession, and may terminate all activities of Permittee on the Premises. University and its agents and employees shall in no way be responsible to Permittee in damages or otherwise for taking any or all of the actions authorized by this paragraph. In the event of termination, Permittee shall owe to University all amounts incurred as of the date of termination for direct expenses and shall forfeit its entire deposit.
BREACH; TERMINATION. In the event of breach of any terms or conditions of this Agreement, if the breach has not been remedied within thirty (30) days following receipt of written notice thereof from the other Party (provided that, if the breaching Party has commenced and is diligently pursuing efforts to cure such breach, then such 30-day period shall be extended until the earlier of (i) 30 additional days or (ii) end of diligent efforts to cure the breach). In the event of any proceedings by or against any Party in bankruptcy, insolvency or for appointment of any receiver or trustee or any general assignment for the benefit of creditors, the other Party may terminate this Agreement. If the Customers increase the capability or the capacity of the Facility to exceed 4.999 MW, this Agreement shall immediately terminate. The Company shall not be liable to the Customer for damages resulting from a termination pursuant to this paragraph. If the Facility produces zero (0) kilowatt-hours during any period of twelve (12) consecutive Billing Periods after the Commercial Operation Date, the Company may also terminate this Agreement. The Company shall not be liable to the Customers for damages resulting from a termination pursuant to this paragraph.
BREACH; TERMINATION. This Agreement may be terminated at any time during the term of this Agreement: CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
(a) upon written notice by either Party if the other Party is in material breach of its obligations hereunder and has not cured such material breach within […***…] after notice requesting cure of such material breach; provided, however, in the event of a good faith dispute with respect to the existence of such material breach, the […***…] day cure period shall be tolled until such time as the dispute is resolved pursuant to Section 10.6; provided further, however, that notwithstanding the foregoing, it is agreed that termination pursuant to this Section 8.5.1(a) shall be (i) on a Research Program-by-Research Program basis (during the Research Program Term for a given Research Program) or (ii) on a Per-Target-Basis, Product-by-Product and/or country-by-country basis (following the end of the Research Program Term for a given Research Program), respectively, to which the breach relates, as applicable, and that the non-breaching Party cannot terminate this Agreement under this Section 8.5.1
(a) with respect to the non-affected Research Program(s), non-affected Selected Targets, non-affected Products and/or non-affected countries, as applicable (and termination under this Section 8.5.1(a) shall have the consequences set out in Section 8.6 if terminated by Merck or Section 8.7 if terminated by Ablynx); provided further, that if Merck terminates the Agreement with respect to one or more countries in the European Union in accordance with this Section 8.5.1(a), this Agreement shall terminate as to all of the countries in the European Union; or
(b) immediately upon written notice by Merck, if the event set forth in Section 2.13.1 or Section 2.14.4 has occurred (and termination under this Section 8.5.1(b) shall have the consequences set out in Section 8.6).
BREACH; TERMINATION. Either the Company or Fiserv may terminate this Agreement by giving 30 days’ advance written notice if the other materially breaches this Agreement and fails to remedy the breach within 30 days of receiving notice of it. A party must exercise this right within 60 days of becoming aware of a material breach.
BREACH; TERMINATION. A. If the Recipient breaches any term of this Agreement, the City may, by written notice of breach to the Recipient, terminate the whole or any part of this Agreement in any of the following circumstances:
1. If the Recipient fails to provide the Services within the time specified herein or any extension thereof; or
2. If the Recipient fails to perform any of the other provisions of this
3. If the Recipient fails to correct said breach within five (5) business
B. Termination shall be upon no less than twenty-four (24) hours’ notice in writing, if the breach has not been corrected within the five (5) business days. Said notice shall be delivered by certified mail, return receipt requested, or by any other means of delivery with proof of delivery.
C. Upon receipt of a notice of termination and, except as otherwise directed, the Recipient shall:
1. Cease working under this Agreement on the date and to the extent specified in the notice of termination.
2. Place no further orders or subcontracts to the extent that they relate to the performance of the work, which was terminated.
3. Terminate all orders and subcontracts to the extent that they relate to the performance of the work, which was terminated.
4. Prepare all necessary reports and documents required under the terms of this Agreement up to the date of termination, including the final report without reimbursement for the Services rendered in completing said reports beyond the termination date.
