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Common use of Breach Clause in Contracts

Breach. If either Party Breaches this Contract in any respect, the non-breaching Party shall provide written notice of such Breach to the breaching Party and afford the breaching Party an opportunity to cure the Breach within ten (10) Business Days from the date that the breaching Party receives such notice. Such right to cure period shall be extended if the non-breaching Party is satisfied that the breaching Party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice may include an effective Contract Cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party in writing prior to the Cancellation date, no further action shall be required of any Party to effect the Cancellation as of the stated date. If the notice does not set forth an effective Cancellation date, then the non-breaching Party may cancel this Contract by giving the breaching Party no less than twenty-four (24) hours prior written notice. If UConn Health believes Contractor has Breached this Contract, it may withhold payment in whole or in part pending resolution of the Breach, provided that UConn Health notifies Contractor in writing prior to the date that the payment would have been due to Contractor. Contractor agrees to promptly reimburse UConn Health for costs, losses or expenses associated with cover purchases made by UConn Health as the result of Contractor’s Breach. Nothing herein shall be deemed to waive UConn Health’s right to terminate the Contract pursuant to Section 10.

Appears in 22 contracts

Samples: Contract, Contract, Contract

Breach. If either Party Breaches The parties may be in material breach under this Contract Agreement if they fail to comply with any term of this Agreement, or a party determines that the other party is not implementing the Project in accordance with the provisions of this Agreement, or that a party has failed in any respectother respect to comply with the provisions of this Agreement. In the event of a material breach, the party identifying the breach shall provide a Notice of Material Breach to the breaching party within fifteen (15) calendar days upon discovery of breach. The breaching party shall have fifteen (15) calendar days from receipt of the notice to notify how it intends to cure the breach. Upon receipt of the proposed cure, the non- breaching party has fifteen (15) days to accept or reject the proposed cure. Upon the non-breaching party’s approval of the cure, the breaching party has thirty (30) days to implement the cure. If the breaching party fails to cure the breach within thirty (30) days of the non-breaching party’s approval of the cure, the non-breaching Party party may take the following respective actions: A. CDFA may suspend payments; B. CDFA may demand repayment of all funding; C. Either party may terminate the Agreement D. CDFA may debar Recipient; or E. Either party may take any other action deemed necessary to recover costs. The non-breaching party shall provide written notice send a Notice of such Failure to Cure Material Breach upon its decision to carry out any of these actions. These actions are effective upon issuance of the Notice of Failure to Cure Material Breach, unless the Recipient appeals a Notice of Failure to Cure Material Breach, in which case the effective date falls on the issuance of a final decision on the appeal. Where CDFA notifies the Recipient of its decision to demand repayment pursuant to this paragraph, the funds that are subject to the breaching Party and afford demand shall be repaid immediately. CDFA may consider the breaching Party an opportunity Recipient’s refusal to cure repay the requested disbursed amount a material breach. A Notification of Failure to Cure Material Breach may be appealed to CDFA. The appeal must be post marked within ten (10) Business Days calendar days of the date the Recipient received the Notice of Failure to Cure and addressed to the CDFA Legal Office of Hearing and Appeals or emailed to XXXX.XxxxxXxxxxx@xxxx.xx.xxx. California Department of Food and Agriculture Legal Office of Hearing and Appeals 0000 X Xxxxxx Sacramento, CA 95814 All notices, communications, and appeals described in this paragraph must be received in writing to be considered timely. If CDFA notifies the Recipient of its decision to withhold the entire funding amount from the date that the breaching Party receives Recipient pursuant to this paragraph, this Agreement shall terminate upon receipt of such notice. Such right to cure period shall be extended if the non-breaching Party is satisfied that the breaching Party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice may include an effective Contract Cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party in writing prior to the Cancellation date, Recipient and CDFA shall no further action shall longer be required of any Party to effect provide funds under this Agreement and the Cancellation as of the stated date. If the notice does not set forth an effective Cancellation date, then the non-breaching Party may cancel this Contract by giving the breaching Party Agreement shall no less than twenty-four (24) hours prior written notice. If UConn Health believes Contractor has Breached this Contract, it may withhold payment in whole or in part pending resolution of the Breach, provided that UConn Health notifies Contractor in writing prior to the date that the payment would have been due to Contractor. Contractor agrees to promptly reimburse UConn Health for costs, losses or expenses associated with cover purchases made by UConn Health as the result of Contractor’s Breach. Nothing herein shall longer be deemed to waive UConn Health’s right to terminate the Contract pursuant to Section 10binding on either party.

Appears in 20 contracts

Samples: Cooperative Agreement, Cooperative Agreement, Cooperative Agreement

Breach. (a) If either Party party Breaches this Contract in any respect, the non-breaching Party party shall provide written notice of such the Breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach within ten (10) Business Days from the date that the breaching Party party receives such the notice. Such In the case of a Contractor Breach, the Agency may modify the ten (10) day cure period in the notice of Breach. The right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice Notice may include an effective Contract Cancellation cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party party in writing prior to the Cancellation cancellation date, no further action shall be required of any Party party to effect the Cancellation cancellation as of the stated date. If the notice does not set forth an effective Cancellation Contract cancellation date, then the non-breaching Party party may cancel this the Contract by giving the breaching Party party no less than twenty-twenty four (24) hours hours’ prior written notice. Notice after the expiration of the cure period. (b) If UConn Health the Agency believes that the Contractor has Breached this not performed according to the Contract, it may the Agency may: (1) withhold payment in whole or in part pending resolution of the Breachperformance issue, provided that UConn Health the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; (2) temporarily discontinue all or part of the Services to Contractor. Contractor agrees be provided under the Contract; (3) permanently discontinue part of the Services to promptly reimburse UConn Health be provided under the Contract; (4) assign appropriate State personnel to provide contracted for costs, losses or expenses associated with cover purchases made by UConn Health Services to assure continued performance under the Contract until such time as the result contractual Breach has been corrected to the satisfaction of Contractor’s Breach. Nothing herein the Agency; (5) require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; (6) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (7) any combination of the above actions. (c) The Contractor shall return all unexpended funds to the Agency no later than thirty (30) calendar days after the Contractor receives a demand from the Agency. (d) In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. (e) The action of the Agency shall be deemed considered final. If at any step in this process the Contractor fails to waive UConn Health’s right to terminate comply with the Contract pursuant to Section 10procedure and, as applicable, the mutually agreed plan of correction, the Agency may proceed with Breach remedies as listed under this section.

Appears in 20 contracts

Samples: Personal Service Agreement, Personal Services Agreement, Personal Service Agreement

Breach. (a) If either Party party Breaches this Contract in any respect, the non-breaching Party party shall provide written notice of such the Breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach within ten (10) Business Days days from the date that the breaching Party party receives such the notice. Such In the case of a Contractor Breach, the Agency may modify the ten (10) day cure period in the notice of Breach. The right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice Notice may include an effective Contract Cancellation cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party party in writing prior to the Cancellation cancellation date, no further action shall be required of any Party party to effect the Cancellation cancellation as of the stated date. If the notice does not set forth an effective Cancellation Contract cancellation date, then the non-breaching Party party may cancel this the Contract by giving the breaching Party party no less than twenty-twenty four (24) hours hours’ prior written notice. Notice after the expiration of the cure period. (b) If UConn Health the Agency believes that the Contractor has Breached this not performed according to the Contract, it may the Agency may: (1) withhold payment in whole or in part pending resolution of the Breachperformance issue, provided that UConn Health the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; (2) temporarily discontinue all or part of the Services to Contractor. Contractor agrees be provided under the Contract; (3) permanently discontinue part of the Services to promptly reimburse UConn Health be provided under the Contract; (4) assign appropriate State personnel to provide contracted for costs, losses or expenses associated with cover purchases made by UConn Health Services to assure continued performance under the Contract until such time as the result contractual Breach has been corrected to the satisfaction of Contractor’s Breach. Nothing herein the Agency; (5) require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; (6) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (7) any combination of the above actions. (c) The Contractor shall return all unexpended funds to the Agency no later than thirty (30) calendar days after the Contractor receives a demand from the Agency. (d) In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. (e) The action of the Agency shall be deemed considered final. If at any step in this process the Contractor fails to waive UConn Health’s right to terminate comply with the Contract pursuant to Section 10procedure and, as applicable, the mutually agreed plan of correction, the Agency may proceed with Breach remedies as listed under this section.

Appears in 14 contracts

Samples: Personal Service Agreement, Contract Amendment, Contract Amendment

Breach. (a) If either Party party Breaches this Contract in any respect, the non-breaching Party party shall provide written notice of such the Breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach within ten (10) Business Days days from the date that the breaching Party party receives such the notice. Such In the case of a Contractor Breach, the Agency may modify the ten (10) day cure period in the notice of Breach. The right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice Notice may include an effective Contract Cancellation cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-non breaching Party party in writing prior to the Cancellation cancellation date, no further action shall be required of any Party party to effect the Cancellation cancellation as of the stated date. If the notice does not set forth an effective Cancellation Contract cancellation date, then the non-breaching Party party may cancel this the Contract by giving the breaching Party party no less than twenty-twenty four (24) hours hours' prior written notice. Notice after the expiration of the cure period. (b) If UConn Health the Agency believes that the Contractor has Breached this not performed according to the Contract, it may the Agency may: (1) withhold payment in whole or in part pending resolution of the Breachperformance issue, provided that UConn Health the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; (2) temporarily discontinue all or part of the Services to Contractor. Contractor agrees be provided under the Contract; (3) permanently discontinue part of the Services to promptly reimburse UConn Health be provided under the Contract; (4) assign appropriate State personnel to provide contracted for costs, losses or expenses associated with cover purchases made by UConn Health Services to assure continued performance under the Contract until such time as the result contractual Breach has been corrected to the satisfaction of Contractor’s Breach. Nothing herein the Agency; (5) require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; (6) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (7) any combination of the above actions. (c) The Contractor shall return all unexpended funds to the Agency no later than thirty (30) days after the Contractor receives a demand from the Agency. (d) In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. (e) The action of the Agency shall be deemed considered final. If at any step in this process the Contractor fails to waive UConn Health’s right to terminate comply with the Contract pursuant to Section 10procedure and, as applicable, the mutually agreed plan of correction, the Agency may proceed with Breach remedies as listed under this section.

Appears in 7 contracts

Samples: Contract Amendment, Contract Amendment, Contract Amendment

Breach. (a) If either Party party Breaches this Contract in any respect, the non-breaching Party party shall provide written notice of such the Breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach within ten (10) Business Days days from the date that the breaching Party party receives such the notice. Such In the case of a Contractor Breach, the Agency may modify the ten (10) day cure period in the notice of Breach. The right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice Notice may include an effective Contract Cancellation cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party party in writing prior to the Cancellation cancellation date, no further action shall be required of any Party party to effect the Cancellation cancellation as of the stated date. If the notice does not set forth an effective Cancellation Contract cancellation date, then the non-breaching Party party may cancel this the Contract by giving the breaching Party party no less than twenty-twenty four (24) hours hours’ prior written notice. Notice after the expiration of the cure period. (b) If UConn Health the Agency believes that the Contractor has Breached this not performed according to the Contract, it may the Agency may: (1) withhold payment in whole or in part pending resolution of the Breachperformance issue, provided that UConn Health the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; (2) temporarily discontinue all or part of the Services to Contractor. Contractor agrees be provided under the Contract; (3) permanently discontinue part of the Services to promptly reimburse UConn Health be provided under the Contract; (4) assign appropriate State personnel to provide contracted for costs, losses or expenses associated with cover purchases made by UConn Health Services to assure continued performance under the Contract until such time as the result contractual Breach has been corrected to the satisfaction of Contractor’s Breach. Nothing herein the Agency; (5) require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; (6) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (7) any combination of the above actions. (c) The Contractor shall return all unexpended funds to the Agency no later than thirty (30) days after the Contractor receives a demand from the Agency. (d) In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. (e) The action of the Agency shall be deemed considered final. If at any step in this process the Contractor fails to waive UConn Health’s right to terminate comply with the Contract pursuant to Section 10procedure and, as applicable, the mutually agreed plan of correction, the Agency may proceed with Breach remedies as listed under this section.

Appears in 7 contracts

Samples: Personal Service Agreement, Personal Services Agreement, Contract Amendment

Breach. ‌ a) If either Party Breaches this party breaches the Contract in any respect, the non-breaching Party party shall provide written notice of such Breach the breach to the breaching Party party by overnight or certified mail, return receipt requested, to the most current address the breaching party has furnished for the purposes of correspondence and afford the breaching Party party an opportunity to cure as referenced in Exhibit 4 under Corrective Action Plan. b) In the Breach within ten (10event of a breach, the Lead State shall require the Contractor to adhere to the Corrective Action Plan in Exhibit 4 in connection with an identified breach. Notwithstanding the submission and acceptance of a Corrective Action Plan, Contractor remains responsible for achieving all Performance criteria. The acceptance of a Corrective Action Plan shall not excuse prior substandard Performance, relieve Contractor of its duty to comply with Performance standards, or prohibit the Lead State or Purchasing Entity from pursuing additional remedies or other approaches to correct substandard Performance. c) Business Days from the date that the breaching Party receives such notice. Such right to cure period shall be extended if the non-breaching Party is satisfied that the breaching Party is making a good faith effort to cure, but the nature The written notice of the Breach is such that it cannot be cured within the right to cure period. The notice breach may include an effective Contract Cancellation date if Termination date. If the Breach identified breach is not cured by the stated date andTermination date, unless otherwise modified by the non-breaching Party party in writing prior to the Cancellation such date, no further action shall be required of any Party party to effect the Cancellation Termination as of the stated date. If the notice does not set forth an effective Cancellation Termination date, then the non-breaching Party may cancel this Contract by giving party shall be required to provide the breaching Party party no less than twenty-twenty four (24) hours written notice prior written notice. to terminating the Contract, such notice to be provided in accordance with Section 29(c). d) If UConn Health believes the Purchasing Entity reasonably and in good faith determines the Contractor has Breached not Performed in accordance with the Contract, the Purchasing Entity may withhold payment in whole or in part in an amount reasonably related to the non-performance pending resolution of the Performance issue, provided that the Purchasing Entity notifies the Contractor in writing prior to the date that the payment would have been due. e) Notwithstanding any provisions in this Contract, it DAS may terminate this Contract with no right to cure period for Contractor’s breach or violation of any of the provisions in the section concerning Representations and Warranties and revoke any consent to assignments given as if the assignments had never been requested or consented to, without liability to the Contractor or Contractor Parties or any third party. f) Termination under this Breach section is subject to the provisions of the Termination section in this Contract. g) With respect to breach of any Purchase Order by Purchasing Entities not part of the State of Connecticut, the Purchasing Entity shall follow the procedures in this section, or shall follow the Purchasing Entity’s own procedures as set forth in the Participating Addendum. The Purchasing Entity may withhold payment in whole or in part pending resolution of the BreachPerformance issue, provided that UConn Health the Purchasing Entity notifies the Contractor in writing prior to the date that the payment would have been due to Contractor. Contractor agrees to promptly reimburse UConn Health for costs, losses or expenses associated in accordance with cover purchases made by UConn Health as the result of Contractor’s Breach. Nothing herein shall be deemed to waive UConn Health’s right to terminate the Contract pursuant to Section 10SOW.

Appears in 7 contracts

Samples: It Vendor Managed Service Agreement, Vendor and Supplier Contracts, Vendor Agreement

Breach. (a) If either Party party Breaches this Contract in any respect, the non-breaching Party party shall provide written notice of such the Breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach within ten (10) Business Days days from the date that the breaching Party party receives such the notice. Such In the case of a Contractor Breach, the Agency may modify the ten (10) day cure period in the notice of Breach. The right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice Notice may include an effective Contract Cancellation cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party non‑breaching party in writing prior to the Cancellation cancellation date, no further action shall be required of any Party party to effect affect the Cancellation cancellation as of the stated date. If the notice does not set forth an effective Cancellation Contract cancellation date, then the non-breaching Party party may cancel this the Contract by giving the breaching Party party no less than twenty-twenty four (24) hours hours’ prior written notice. Notice after the expiration of the cure period. (b) If UConn Health the Agency believes that the Contractor has Breached this not performed according to the Contract, it may the Agency may: withhold payment in whole or in part pending resolution of the Breachperformance issue, provided that UConn Health the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; temporarily discontinue all or part of the Services to Contractor. Contractor agrees be provided under the Contract; permanently discontinue part of the Services to promptly reimburse UConn Health be provided under the Contract; assign appropriate State personnel to provide contracted for costs, losses or expenses associated with cover purchases made by UConn Health Services to assure continued performance under the Contract until such time as the result contractual Breach has been corrected to the satisfaction of Contractor’s Breach. Nothing herein shall the Agency; require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; take such other actions of any nature whatsoever as may be deemed to waive UConn Health’s right to terminate appropriate for the best interests of the State or the program(s) provided under this Contract pursuant to Section 10.or both; or

Appears in 5 contracts

Samples: Purchase of Service Contract, Purchase of Service Contract, Purchase of Service Contract

Breach. If either Party Breaches this Contract in any respect, the non-breaching Party shall provide written notice of such Breach to the breaching Party and afford the breaching Party an opportunity to cure the Breach within ten (10) Business Work Days from the date that the breaching Party receives such notice. Such right to cure period shall be extended if the non-breaching Party is satisfied that the breaching Party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice may include an effective Contract Cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party in writing prior to the Cancellation date, no further action shall be required of any Party to effect the Cancellation as of the stated date. If the notice does not set forth an effective Cancellation date, then the non-breaching Party may cancel this Contract by giving the breaching Party no less than twenty-four (24) hours prior written notice. If UConn Health believes the Contractor has Breached this Contract, it may withhold payment in whole or in part pending resolution of the Breach, provided that UConn Health notifies the Contractor in writing prior to the date that the payment would have been due to Contractor. The Contractor agrees to promptly reimburse UConn Health for costs, losses or expenses associated with cover purchases made by UConn Health as the result of Contractor’s Breach. Nothing herein shall be deemed to waive UConn Health’s right to terminate the Contract pursuant to Section 10.

Appears in 4 contracts

Samples: Contract, Contract, Contract

Breach. (a) If either Party party Breaches this Contract in any respect, the non-breaching Party party shall provide written notice of such the Breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach within ten (10) Business Days from the date that the breaching Party party receives such the notice. Such In the case of a CONTRACTOR Breach, the AGENCY may modify the ten (10) day cure period in the notice of Breach. The right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice Notice may include an effective Contract Cancellation cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-non breaching Party party in writing prior to the Cancellation cancellation date, no further action shall be required of any Party party to effect the Cancellation cancellation as of the stated date. If the notice does not set forth an effective Cancellation Contract cancellation date, then the non-breaching Party party may cancel this the Contract by giving the breaching Party party no less than twenty-twenty four (24) hours hours’ prior written notice. Notice after the expiration of the cure period. (b) If UConn Health the AGENCY believes Contractor that The CONTRACTOR has Breached this not performed according to the Contract, it may the AGENCY may: (1) withhold payment in whole or in part pending resolution of the Breachperformance issue, provided that UConn Health the AGENCY notifies Contractor The CONTRACTOR in writing prior to the date that the payment would have been due in accordance with the budget; (2) temporarily discontinue all or part of the Services to Contractor. Contractor agrees be provided under the Contract; (3) permanently discontinue part of the Services to promptly reimburse UConn Health be provided under the Contract; (4) assign appropriate State personnel to provide contracted for costs, losses or expenses associated with cover purchases made by UConn Health Services to assure continued performance under the Contract until such time as the result contractual Breach has been corrected to the satisfaction of Contractor’s Breach. Nothing herein the AGENCY; (5) require that contract funding be used to enter into a subcontract with a person or persons designated by the AGENCY in order to bring the program into contractual compliance; (6) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the STATE or the program(s) provided under this Contract or both; or (7) any combination of the above actions. (c) The CONTRACTOR shall return all unexpended funds to the AGENCY no later than thirty (30) calendar days after The CONTRACTOR receives a demand from the AGENCY. (d) In addition to the rights and remedies granted to the AGENCY by this Contract, the AGENCY shall have all other rights and remedies granted to it by law in the event of Breach of or default by The CONTRACTOR under the terms of this Contract. (e) The action of the AGENCY shall be deemed considered final. If at any step in this process The CONTRACTOR fails to waive UConn Health’s right to terminate comply with the Contract pursuant to Section 10procedure and, as applicable, the mutually agreed plan of correction, the AGENCY may proceed with Breach remedies as listed under this section.

Appears in 3 contracts

Samples: Contract, Contract, Community & Clinical Integration Program Contract

Breach. a. If either Party party Breaches this Contract in any respect, the non-breaching Party party shall provide written notice of such the Breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach within ten (10) Business Days from the date that the breaching Party party receives such the notice. Such In the case of a Contractor Breach, the Agency may modify the ten (10) day cure period in the notice of Breach. The right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice Notice may include an effective Contract Cancellation cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party party in writing prior to the Cancellation cancellation date, no further action shall be required of any Party party to effect the Cancellation cancellation as of the stated date. If the notice does not set forth an effective Cancellation Contract cancellation date, then the non-breaching Party party may cancel this the Contract by giving the breaching Party party no less than twenty-twenty four (24) hours hours’ prior written notice. Notice after the expiration of the cure period. b. If UConn Health the Agency believes that the Contractor has Breached this not performed according to the Contract, it may the Agency may: i. withhold payment in whole or in part pending resolution of the Breachperformance issue, provided that UConn Health the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; ii. temporarily discontinue all or part of the Services to Contractorbe provided under the Contract; iii. Contractor agrees permanently discontinue part of the Services to promptly reimburse UConn Health be provided under the Contract; iv. assign appropriate State personnel to provide contracted for costs, losses or expenses associated with cover purchases made by UConn Health Services to assure continued performance under the Contract until such time as the result contractual Breach has been corrected to the satisfaction of Contractor’s Breachthe Agency; v. require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; vi. Nothing herein take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or vii. any combination of the above actions. c. The Contractor shall return all unexpended funds to the Agency no later than thirty (30) calendar days after the Contractor receives a demand from the Agency. d. In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. e. The action of the Agency shall be deemed considered final. If at any step in this process the Contractor fails to waive UConn Health’s right to terminate comply with the Contract pursuant to Section 10procedure and, as applicable, the mutually agreed plan of correction, the Agency may proceed with Breach remedies as listed under this section.

Appears in 3 contracts

Samples: Personal Service Agreement, Personal Service Agreement, Personal Service Agreement

Breach. Should a Party breach any provision of the Agreement, then the aggrieved Party will be entitled to require the defaulting Party to remedy the breach within 7 (seven) Business Days of delivery of a written notice requiring it to do so, or within any other reasonable period agreed to between the Parties. If either the defaulting Party Breaches this Contract fails to remedy such breach within the period specified in any respectthe breach notice, the nonaggrieved Party will be entitled to cancel this Agreement and to claim damages, alternatively to claim immediate specific performance of the defaulting Party’s obligations, whether due or not. The foregoing is without prejudice to such other rights as the aggrieved Party may have in law. Either Party will be entitled to terminate this Agreement or any SOW as provided for in terms of the Agreement with immediate effect, should the other Party – be placed under compulsory, or take any steps toward, voluntary winding-breaching Party shall provide written notice of such Breach up, liquidation or business rescue, to the breaching Party extent permitted by applicable law; or, being a natural person, commit an act of insolvency; or be provisionally or finally sequestrated; or be deregistered or take any steps to be deregistered by the Companies and afford Intellectual Property Commission; or suffer any judgement to be obtained against it and allow such judgement to remain unsatisfied or fail to apply for the breaching Party an opportunity to cure the Breach rescission thereof within ten a period of 10 (10ten) Business Days from the date time the judgement was obtained; or do or suffer any act or thing whereby the other Party’s rights or interest may be prejudiced or which might cause the other Party to suffer any loss or damage. The Supplier acknowledges and accepts that it is a material term of this Agreement that the breaching Party receives such noticeStandards of Performance prescribed in Schedule D or the relevant SOW (if any) be maintained for the entire Duration of this Agreement, failing which the Customer may terminate the Agreement with immediate effect. Such right The Customer may on written notice to cure the Supplier terminate the Agreement for the sake of convenience if provided for in Schedule A, in accordance with the notice period shall stipulated in Schedule A (if any). Should the Agreement (and not only an SOW) be extended if the non-breaching Party is satisfied that the breaching Party is making a good faith effort to cureterminated, but the nature all SOWs will automatically and simultaneously be terminated. Upon termination for whatsoever reason except breach of the Breach is such that it cannot be cured within the right to cure period. The notice may include an effective Contract Cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party Agreement or any SOW in writing prior to the Cancellation date, no further action shall be required of any Party to effect the Cancellation as terms of the stated date. If Agreement, the notice does not set forth an effective Cancellation date, then Supplier will only be entitled to be paid for the non-breaching Party may cancel this Contract by giving Goods delivered and/or the breaching Party no less than twenty-four (24) hours prior written notice. If UConn Health believes Contractor has Breached this Contract, it may withhold payment in whole or in part pending resolution of the Breach, provided that UConn Health notifies Contractor in writing prior to the date that the payment would have been due to Contractor. Contractor agrees to promptly reimburse UConn Health for costs, losses or expenses associated with cover purchases made by UConn Health as the result of Contractor’s Breach. Nothing herein shall be deemed to waive UConn Health’s right to terminate the Contract pursuant to Section 10Services rendered.

Appears in 3 contracts

Samples: Master Services Agreement, Master Services Agreement, Master Services Agreement

Breach. If The failure or delay by either Party Breaches to perform any term or provision of this Contract in Agreement shall constitute a breach of this Agreement. In the event of alleged breach of any respectterm or provision of this Agreement (each, a “Breach”), the non-breaching Party alleging such Breach (the “Alleging Party”) shall give the other Party (the “Breaching Party”) notice thereof specifying the nature of the Breach and the manner in which such Breach may be cured (the “Breach Notice”). The Breaching Party shall provide written notice have thirty (30) days following receipt of the Breach Notice to cure such Breach; provided, that if such Breach to may not be reasonably cured within thirty (30) days and within such thirty (30) days the breaching Breaching Party and afford the breaching Party an opportunity commences to cure the such Breach within ten (10) Business Days from the date that the breaching Party receives then such notice. Such right to cure period shall be extended if for so long as the non-breaching Breaching Party is satisfied that the breaching Party is making a good faith effort diligently prosecutes such cure to curecompletion, but the nature but, subject to Section 9.06, not to exceed one hundred twenty (120) days following receipt of the Breach is Notice (any such that it canperiod, the “Cure Period”). During the Cure Period, the Breaching Party shall not be cured within the right to cure periodin default under this Agreement. The notice may include an effective Contract Cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party in writing prior to the Cancellation date, no further action shall be required failure of any Party to effect the Cancellation as give notice of the stated dateany Breach shall not be deemed to be a waiver of such Party’s right to allege any such Breach or other Breach at any other time. If the notice does Breaching Party has not set forth an effective Cancellation datecured a Breach for which it has received a Breach Notice within the Cure Period therefor, then the non-breaching Breaching Party may cancel this Contract by giving the breaching Party no less than twenty-four (24) hours prior written notice. If UConn Health believes Contractor has Breached this Contract, it may withhold payment shall be in whole or in part pending resolution of the Breach, provided that UConn Health notifies Contractor in writing prior to the date that the payment would have been due to Contractor. Contractor agrees to promptly reimburse UConn Health for costs, losses or expenses associated with cover purchases made by UConn Health as the result of Contractor’s Breach. Nothing herein default and a default shall be deemed to waive UConn Health’s right to terminate the Contract pursuant to Section 10have occurred (“Default”).

Appears in 2 contracts

Samples: Development Agreement, Development Agreement

Breach. (a) If either Party party Breaches this Contract in any respect, the non-breaching Party party shall provide written notice of such the Breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach within ten (10) Business Days days from the date that the breaching Party party receives such the notice. Such In the case of a Contractor Breach, the Agency may modify the ten (10) day cure period in the notice of Breach. The right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice Notice may include an effective Contract Cancellation cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party non‑breaching party in writing prior to the Cancellation cancellation date, no further action shall be required of any Party party to effect the Cancellation cancellation as of the stated date. If the notice does not set forth an effective Cancellation Contract cancellation date, then the non-breaching Party party may cancel this the Contract by giving the breaching Party party no less than twenty-twenty four (24) hours hours’ prior written notice. Notice after the expiration of the cure period. (b) If UConn Health the Agency believes that the Contractor has Breached this not performed according to the Contract, it may the Agency may: withhold payment in whole or in part pending resolution of the Breachperformance issue, provided that UConn Health the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; temporarily discontinue all or part of the Services to Contractor. Contractor agrees be provided under the Contract; permanently discontinue part of the Services to promptly reimburse UConn Health be provided under the Contract; assign appropriate State personnel to provide contracted for costs, losses or expenses associated with cover purchases made by UConn Health Services to assure continued performance under the Contract until such time as the result contractual Breach has been corrected to the satisfaction of Contractor’s Breach. Nothing herein shall the Agency; require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; take such other actions of any nature whatsoever as may be deemed to waive UConn Health’s right to terminate appropriate for the best interests of the State or the program(s) provided under this Contract pursuant to Section 10.or both; or

Appears in 2 contracts

Samples: Purchase of Service Contract, Purchase of Service Contract

Breach. (a) If either Party party Breaches this Contract in any respect, the non-breaching Party party shall provide written notice of such the Breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach within ten (10) Business Days days from the date that the breaching Party party receives such the notice. Such In the case of a Contractor Breach, the Agency may modify the ten (10) day cure period in the notice of Breach. The right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice Notice may include an effective Contract Cancellation cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party party in writing prior to the Cancellation cancellation date, no further action shall be required of any Party party to effect the Cancellation cancellation as of the stated date. If the notice does not set forth an effective Cancellation Contract cancellation date, then the non-breaching Party party may cancel this the Contract by giving the breaching Party party no less than twenty-twenty four (24) hours hours’ prior written notice. Notice after the expiration of the cure period. (b) If UConn Health the Agency believes that the Contractor has Breached this not performed according to the Contract, it may the Agency may: (i) withhold payment in whole or in part pending resolution of the Breachperformance issue, provided that UConn Health the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; (ii) temporarily discontinue all or part of the Services to Contractor. Contractor agrees be provided under the Contract; (iii) permanently discontinue part of the Services to promptly reimburse UConn Health be provided under the Contract; (iv) assign appropriate State personnel to provide contracted for costs, losses or expenses associated with cover purchases made by UConn Health Services to assure continued performance under the Contract until such time as the result contractual Breach has been corrected to the satisfaction of Contractor’s Breach. Nothing herein the Agency; (v) require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; (vi) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (vii) any combination of the above actions. (c) The Contractor shall return all unexpended funds to the Agency no later than thirty (30) calendar days after the Contractor receives a demand from the Agency. (d) In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. (e) The action of the Agency shall be deemed considered final. If at any step in this process the Contractor fails to waive UConn Health’s right to terminate comply with the Contract pursuant to Section 10procedure and, as applicable, the mutually agreed plan of correction, the Agency may proceed with Breach remedies as listed under this section.

Appears in 2 contracts

Samples: Contract Amendment, Contract Amendment

Breach. A. Other than termination for lack of funding under section 20, either party’s failure to comply with any term or condition is a breach. B. If either Party Breaches this Contract in any respecta breach arises, the non-breaching Party shall provide written notice of such Breach to party may send the breaching Party party a written notice, identifying in reasonable detail the breach and afford the requested remedy. The breaching party shall cure the breach as soon as reasonably possible but no longer than 30 days, except if an emergency condition exists requiring a cure to be immediately started and completed within 24 hours if reasonably possible given the circumstances. C. If it is not reasonably possible to cure an emergency or non-emergency condition within 24-hours or 30 days, respectively, the breaching Party an opportunity to cure the Breach within ten (10) Business Days from the date that the breaching Party receives such notice. Such right to cure period party shall be extended if so notify the non-breaching Party is satisfied that the breaching Party is making a good faith effort to cureparty within 24-hours or 10 days, but the nature of the Breach is such that it cannot be cured within the right to cure periodrespectively. The notice may include an effective Contract Cancellation date if shall explain why the Breach cure is not cured by reasonably possible with due diligence to complete and provide the stated earliest date and, unless otherwise modified by reasonably possible that the work can be completed. If the non-breaching Party in writing prior to party is not satisfied with the Cancellation datebreaching party’s explanation, no further action shall be required of any Party to effect the Cancellation as of the stated date. If the notice does not set forth an effective Cancellation date, then the non-breaching Party party may cancel pursue its remedies under this Contract by giving lease and law. It is not a justifiable ground for delay that Lessor does not have available funding to accomplish the cure or that a preferred contractor has limited availability if other contractors can satisfactorily perform the work sooner at reasonable cost. D. If the breaching Party no less than twenty-four (24) hours prior written noticeparty does not cure the breach, the nonbreaching party may cure all or part of the default after providing notice to the breaching party of its intent to perform such cure, and, if applicable, recover the costs incurred in curing the default. If UConn Health believes Contractor has Breached this Contractthe nonbreaching party is Lessee, it Lessee may withhold deduct all costs incurred from rent or other charges owed to Lessor. Lessee’s costs incurred to cure include, but are not limited to, all reasonable out-of-pocket expenses, payment of unpaid utility or services charges for which Lessor is responsible, and all administrative costs Lessee reasonably incurs and documents in whole performing or in part pending resolution arranging for performance of the Breachcure. If the nonbreaching party is Lessor, provided that UConn Health notifies Contractor in writing prior Lessor will submit properly executed vouchers and proof of payment to Lessee and Xxxxxx shall remit payment to Lessor within 30 days or as soon as is practicable. The nonbreaching party is under no obligation to cure some or all the date default of the breaching party. To the extent that the payment would nonbreaching party does not cure the default, the nonbreaching party may pursue its legal and lease remedies against the breaching party. The nonbreaching party’s failure to cure the breaching party’s default does not waive the nonbreaching party’s rights to relief. The parties acknowledge they have been due a duty to Contractor. Contractor agrees reasonably mitigate damages, and nothing in this lease removes or lessens either party’s obligation to promptly reimburse UConn Health for costs, losses or expenses associated with cover purchases made by UConn Health as the result of Contractor’s Breach. Nothing herein shall be deemed to waive UConn Health’s right to terminate the Contract pursuant to Section 10mitigate damages.

Appears in 2 contracts

Samples: Lease Agreement, Lease Agreement

Breach. A. Other than termination for lack of funding under section 20, either party’s failure to comply with any term or condition is a breach. B. If either Party Breaches this Contract in any respecta breach arises, the non-breaching Party shall provide written notice of such Breach to party may send the breaching Party party a written notice, identifying in reasonable detail the breach and afford the requested remedy. The breaching party shall cure the breach as soon as reasonably possible but no longer than 30 days, except if an emergency condition exists requiring a cure to be immediately started and completed within 24 hours if reasonably possible given the circumstances. C. If it is not reasonably possible to cure an emergency or non-emergency condition within 24 hours or 30 days, respectively, the breaching Party an opportunity to cure the Breach within ten (10) Business Days from the date that the breaching Party receives such notice. Such right to cure period party shall be extended if so notify the non-breaching Party is satisfied that the breaching Party is making a good faith effort to cureparty within 24-hours or 10 days, but the nature of the Breach is such that it cannot be cured within the right to cure periodrespectively. The notice may include an effective Contract Cancellation date if shall explain why the Breach cure is not cured by reasonably possible with due diligence to complete and provide the stated earliest date and, unless otherwise modified by reasonably possible that the work can be completed. If the non-breaching Party in writing prior to party is not satisfied with the Cancellation datebreaching party’s explanation, no further action shall be required of any Party to effect the Cancellation as of the stated date. If the notice does not set forth an effective Cancellation date, then the non-breaching Party party may cancel pursue its remedies under this Contract by giving lease and law. It is not a justifiable ground for delay that Lessor does not have available funding to accomplish the cure or that a preferred contractor has limited availability if other contractors can satisfactorily perform the work sooner at reasonable cost. D. If the breaching Party no less than twenty-four (24) hours prior written noticeparty does not cure the breach, the nonbreaching party may cure all or part of the default after providing notice to the breaching party of its intent to perform such cure, and, if applicable, recover the costs incurred in curing the default. 1. If UConn Health believes Contractor has Breached this Contractthe nonbreaching party is Lessee, it Lessee may withhold deduct all costs incurred from rent or other charges owed to Lessor. Lessee’s costs incurred to cure include, but are not limited to, all reasonable out-of-pocket expenses, payment of unpaid utility or services charges for which Lessor is responsible, and all administrative costs Lessee reasonably incurs and documents in whole performing or in part pending resolution arranging for performance of the Breachcure. 2. If the nonbreaching party is Lessor, provided that UConn Health notifies Contractor in writing prior Lessor will submit properly executed vouchers and proof of payment to Lessee and Xxxxxx shall remit payment to Lessor within 30 days or as soon as is practicable. 3. The nonbreaching party is under no obligation to cure some or all the date default of the breaching party. To the extent that the payment would nonbreaching party does not cure the default, the nonbreaching party may pursue its legal and lease remedies against the breaching party. 4. The nonbreaching party’s failure to cure the breaching party’s default does not waive the nonbreaching party’s rights to relief. The parties acknowledge they have been due a duty to Contractor. Contractor agrees reasonably mitigate damages, and nothing in this lease removes or lessens either party’s obligation to promptly reimburse UConn Health for costs, losses or expenses associated with cover purchases made by UConn Health as the result of Contractor’s Breach. Nothing herein shall be deemed to waive UConn Health’s right to terminate the Contract pursuant to Section 10mitigate damages.

Appears in 2 contracts

Samples: Lease Agreement, Lease Agreement

Breach. (a) If either Party party Breaches this Contract in any respect, the non-breaching Party party shall provide written notice of such the Breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach within ten (10) Business Days from the date that the breaching Party party receives such the notice. Such In the case of a Contractor Breach, the Agency may modify the ten (10) day cure period in the notice of Breach. The right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice Notice may include an effective Contract Cancellation cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party non‑breaching party in writing prior to the Cancellation cancellation date, no further action shall be required of any Party party to effect the Cancellation cancellation as of the stated date. If the notice does not set forth an effective Cancellation Contract cancellation date, then the non-breaching Party party may cancel this the Contract by giving the breaching Party party no less than twenty-twenty four (24) hours hours’ prior written notice. Notice after the expiration of the cure period. (b) If UConn Health the Agency believes that the Contractor has Breached this not performed according to the Contract, it may the Agency may: (1) withhold payment in whole or in part pending resolution of the Breachperformance issue, provided that UConn Health the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; (2) temporarily discontinue all or part of the Services to Contractor. Contractor agrees be provided under the Contract; (3) permanently discontinue part of the Services to promptly reimburse UConn Health be provided under the Contract; (4) assign appropriate State personnel to provide contracted for costs, losses or expenses associated with cover purchases made by UConn Health Services to assure continued performance under the Contract until such time as the result contractual Breach has been corrected to the satisfaction of Contractor’s Breach. Nothing herein the Agency; (5) require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; (6) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (7) any combination of the above actions. (c) The Contractor shall return all unexpended funds to the Agency no later than thirty (30) calendar days after the Contractor receives a demand from the Agency. (d) In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. (e) The action of the Agency shall be deemed considered final. If at any step in this process the Contractor fails to waive UConn Health’s right to terminate comply with the Contract pursuant to Section 10procedure and, as applicable, the mutually agreed plan of correction, the Agency may proceed with Breach remedies as listed under this section.

Appears in 2 contracts

Samples: Purchase of Service Contract, Purchase of Service Contract

Breach. (a) If either Party party Breaches this Contract in any respect, the non-breaching Party party shall provide written notice of such the Breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach within ten (10) Business Days days from the date that the breaching Party party receives such the notice. Such In the case of a Contractor Breach, the Agency may modify the ten (10) day cure period in the notice of Breach. The right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice Notice may include an effective Contract Cancellation cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party non‑breaching party in writing prior to the Cancellation cancellation date, no further action shall be required of any Party party to effect the Cancellation cancellation as of the stated date. If the notice does not set forth an effective Cancellation Contract cancellation date, then the non-breaching Party party may cancel this the Contract by giving the breaching Party party no less than twenty-twenty four (24) hours hours’ prior written notice. Notice after the expiration of the cure period. (b) If UConn Health the Agency believes that the Contractor has Breached this not performed according to the Contract, it may the Agency may: (1) withhold payment in whole or in part pending resolution of the Breachperformance issue, provided that UConn Health the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; (2) temporarily discontinue all or part of the Services to Contractor. Contractor agrees be provided under the Contract; (3) permanently discontinue part of the Services to promptly reimburse UConn Health be provided under the Contract; (4) assign appropriate State personnel to provide contracted for costs, losses or expenses associated with cover purchases made by UConn Health Services to assure continued performance under the Contract until such time as the result contractual Breach has been corrected to the satisfaction of Contractor’s Breach. Nothing herein the Agency; (5) require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; (6) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (7) any combination of the above actions. (c) The Contractor shall return all unexpended funds to the Agency no later than thirty (30) days after the Contractor receives a demand from the Agency. (d) In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. (e) The action of the Agency shall be deemed considered final. If at any step in this process the Contractor fails to waive UConn Health’s right to terminate comply with the Contract pursuant to Section 10procedure and, as applicable, the mutually agreed plan of correction, the Agency may proceed with Breach remedies as listed under this section.

Appears in 2 contracts

Samples: Purchase of Service Contract, Purchase of Service Contract

Breach. If either Party Breaches 19.1 In the event of a BREACH of any warranty, covenant, or other provision of this Contract in any respectAgreement, the non-breaching Party following notice and cure procedures, if the BREACH is curable, shall provide apply. 19.2 The NONBREACHING PARTY shall give the BREACHING PARTY notice describing the BREACH and stating the time, as provided below, within which the BREACH must be cured. 19.3 If a provision of this Agreement sets forth a cure period for the BREACH in question, then that provision shall take precedence over any cure period set forth in this ARTICLE. 19.4 No cure period is required, except as may be otherwise provided in this Agreement, if: (a) this Agreement sets forth specific deadline dates for the obligation allegedly breached; or (b) this Agreement otherwise states that no cure period is required in connection with the termination in question. 19.5 If the BREACH is of an obligation to pay money, or a nonwillful curable BREACH of an obligation of the BREACHING PARTY relating to the NONBREACHING PARTY’S intellectual property rights, then the BREACHING PARTY shall have FIVE (5) business days to cure the BREACH after written notice of such Breach BREACH by the BREACHING PARTY. 19.6 If the BREACH is willful and of an obligation of the BREACHING PARTY relating to the breaching Party and afford the breaching Party an opportunity to cure the Breach within ten (10) Business Days from the date that the breaching Party receives such notice. Such right to cure period shall be extended if the non-breaching Party is satisfied that the breaching Party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice may include an effective Contract Cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party in writing prior to the Cancellation date, no further action shall be required of any Party to effect the Cancellation as of the stated date. If the notice does not set forth an effective Cancellation dateNONBREACHING PARTY’S intellectual property rights, then the non-breaching Party may cancel this Contract by giving NONBREACHING PARTY may, in its sole discretion, specify in the breaching Party notice of BREACH that no less cure period will be permitted. 19.7 If the BREACH is other than twenty-four (24) hours prior written notice. If UConn Health believes Contractor has Breached this Contract, it may withhold payment in whole or in part pending resolution a BREACH of the Breachkind described above in this ARTICLE, provided that UConn Health notifies Contractor in writing prior to then the cure period will be THIRTY (30) days after the effective date that of notice of the payment would have been due to Contractor. Contractor agrees to promptly reimburse UConn Health for costs, losses or expenses associated with cover purchases made by UConn Health as BREACH from the result of Contractor’s Breach. Nothing herein shall NONBREACHING PARTY. 19.8 The BREACHING PARTY will be deemed to waive UConn Health’s right have cured such BREACH if within the cure period it takes steps reasonably adequate to terminate alleviate any damage to the Contract pursuant NONBREACHING PARTY resulting from the BREACH and to Section 10prevent a similar future BREACH. 19.9 If a BREACH has not been cured at the end of its cure period, if any, then this Agreement may be terminated upon expiration of the cure period as provided by ARTICLE XX.

Appears in 2 contracts

Samples: License Agreement (Luna Innovations Inc), License Agreement (Luna Innovations Inc)

Breach. (1) If either Party party Breaches this Contract in any respect, the non-breaching Party party shall provide written notice of such the Breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach within ten (10) Business Days days from the date that the breaching Party party receives such the notice. Such In the case of a Contractor Breach, the Agency may modify the ten (10) day cure period in the notice of Breach. The right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice Notice may include an effective Contract Cancellation cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party party in writing prior to the Cancellation cancellation date, no further action shall be required of any Party party to effect affect the Cancellation cancellation as of the stated date. If the notice does not set forth an effective Cancellation Contract cancellation date, then the non-breaching Party party may cancel this the Contract by giving the breaching Party party no less than twenty-twenty four (24) hours hours’ prior written notice. Notice after the expiration of the cure period. (2) If UConn Health the Agency believes that the Contractor has Breached this not performed according to the Contract, it may the Agency may: i. withhold payment in whole or in part pending resolution of the Breachperformance issue, provided that UConn Health the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; ii. temporarily discontinue all or part of the Services to Contractorbe provided under the Contract; iii. Contractor agrees permanently discontinue part of the Services to promptly reimburse UConn Health be provided under the Contract; iv. assign appropriate State personnel to provide contracted for costs, losses or expenses associated with cover purchases made by UConn Health Services to assure continued performance under the Contract until such time as the result contractual Breach has been corrected to the satisfaction of Contractor’s Breachthe Agency; v. require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; vi. Nothing herein take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or vii. any combination of the above actions. (3) The Contractor shall return all unexpended funds to the Agency no later than thirty (30) days after the Contractor receives a demand from the Agency. (4) In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. (5) The action of the Agency shall be deemed considered final. If at any step in this process the Contractor fails to waive UConn Health’s right to terminate comply with the Contract pursuant to Section 10procedure and, as applicable, the mutually agreed plan of correction, the Agency may proceed with Breach remedies as listed under this section.

Appears in 2 contracts

Samples: Beneficiary Agreement, Beneficiary Agreement

Breach. If either Party Breaches this Contract party breaches the contract in any respect, the non-breaching Party party shall provide written notice of such Breach the breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach within ten (10) Business Days days from the date that the breaching Party party receives such the notice. Such In the case of a Contractor breach, any other time period which Eastern Connecticut State University sets forth in the notice shall xxxxx the ten (10) days. The right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, cure but the nature of the Breach breach is such that it cannot be cured within the right to cure period. The notice may include an effective Contract Cancellation contract termination date if the Breach breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party party in writing prior to the Cancellation termination date, no further action shall be required of any Party party to effect affect the Cancellation termination as of the stated date. If the notice does not set forth an effective Cancellation contract termination date, then the non-breaching Party party may cancel this Contract terminate the contract by giving the breaching Party party no less than twenty-four (24) hours hours’ prior written notice. If UConn Health Eastern Connecticut State University believes that the Contractor has Breached this Contractnot performed according to the contract, it Eastern Connecticut State University may withhold payment in whole or in part pending resolution of the Breachperformance issue, provided that UConn Health Eastern Connecticut State University notifies the Contractor in writing prior to the date that the payment would have been due to Contractor. Contractor agrees to promptly reimburse UConn Health for costs, losses or expenses associated with cover purchases made by UConn Health as the result of Contractor’s Breach. Nothing herein shall be deemed to waive UConn Health’s right to terminate the Contract pursuant to Section 10due.

Appears in 2 contracts

Samples: Personal Service Agreement, Personal Service Agreement

Breach. If either Either Party Breaches (the “Non-Breaching Party”) may, without prejudice to any other remedies available to it under Applicable Law or in equity, terminate this Contract Agreement and any Commercialization Affiliate may terminate any Commercialization Agreement, in its entirety or with respect to one or more of the Eisai Collaboration Products in one or more of the countries in the Territory, if the other Party or its Commercialization Affiliate (the “Breaching Party”) shall have materially breached (1) a representation or warranty made by such Party under this Agreement or (2) in the performance of its obligations under this Agreement or any respectCommercialization Agreement, and in the non-breaching Party case of clause (2) such breach shall provide have continued for ninety (90) days (or, in the case of a payment breach, thirty (30) days) after written notice thereof was provided to the Breaching Party by the Non-Breaching Party, such notice describing the alleged breach. Subject to Section 13.2(b), any such termination of this Agreement under this Section 13.2(a) shall become effective at the end of such Breach ninety (90) day (or thirty (30) day, as applicable) cure period, unless: (i) the Breaching Party has cured such breach prior to the breaching Party and afford the breaching Party an opportunity expiration of such cure period; or (ii) such breach is not susceptible to cure within such cure period even with the Breach within ten (10) Business Days from use of Commercially Reasonable Efforts, in which event the date that the breaching Party receives such notice. Such Non-Breaching Party’s right to cure period termination shall be extended suspended only if and for so long as (A) the nonBreaching Party has provided to the Non-breaching Breaching Party a written plan that is satisfied that the breaching Party is making reasonably calculated to effect a good faith effort to cure, but the nature cure of the Breach applicable breach, (B) such plan is acceptable to the Non-Breaching Party as confirmed in writing, and (C) the Breaching Party commits to and does carry out such that it cannot be cured within plan; provided that, unless otherwise mutually agreed by the Parties, in no event shall such suspension of the Non-Breaching Party’s right to terminate extend beyond sixty (60) days after the original cure period. The notice may include an effective Contract Cancellation date if the Breach is not cured Parties acknowledge and agree that, without limiting any other assertion by the stated date and, unless otherwise modified by the non-breaching a Party in writing prior to the Cancellation date, no further action shall be required of a material breach of any Party representation, warranty or performance under this Agreement or any Commercialization Agreement, any breach of Section 14.3 shall constitute a material breach for purposes of Section 13.2(a); provided, however, that, for the avoidance of doubt, with respect to effect the Cancellation as any such breach of the stated date. If the notice does not set forth an effective Cancellation dateSection 14.3, then the non-breaching Party may cancel this Contract by giving the breaching Party no less than twenty-four (24) hours prior written notice. If UConn Health believes Contractor has Breached this Contract, it may withhold payment in whole or in part pending resolution of the Breach, provided that UConn Health notifies Contractor in writing prior to the date that the payment would have been due to Contractor. Contractor agrees to promptly reimburse UConn Health for costs, losses or expenses associated with cover purchases made by UConn Health as the result of Contractor’s Breach. Nothing herein shall be deemed afforded the opportunity to waive UConn Health’s right to terminate the Contract pursuant to cure any such breach as provided under this Section 1014.2(b)(i).

Appears in 1 contract

Samples: Collaboration Agreement (Biogen Inc.)

Breach. If either Party Breaches party breaches this Contract contract in any respect, the non-breaching Party party shall provide written notice of such Breach breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach breach within ten (10) Business Days days from the date that the breaching Party party receives such notice. Such right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, cure but the nature of the Breach breach is such that it cannot be cured within the right to cure period. The notice may include an effective Contract Cancellation date if the Breach breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party party in writing prior to the Cancellation cancellation date, no further action shall be required of any Party party to effect the Cancellation cancellation as of the stated date. If the notice Notice does not set forth an effective Contract Cancellation date, then the non-breaching Party party may cancel this Contract contract by giving the breaching Party party no less than twenty-four (24) hours prior written notice. If UConn Health UCHC believes the Contractor has Breached not performed according to the terms of this Contractcontract, it may withhold payment in whole or in part pending resolution of the Breachbreach, provided that UConn Health UCHC notifies the Contractor in writing prior to the date that the payment would have been due to Contractor. Contractor agrees to promptly reimburse UConn Health for costsin accordance with Section 4, losses or expenses associated with cover purchases made by UConn Health as the result Cost, and Schedule of Contractor’s Breach. Nothing herein shall be deemed to waive UConn Health’s right to terminate the Contract pursuant to Section 10Payments.

Appears in 1 contract

Samples: Service/Maintenance Agreement

Breach. (a) If either Party party Breaches this Contract in any respect, the non-breaching Party party shall provide written notice of such the Breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach within ten (10) Business Days days from the date that the breaching Party party receives such the notice. Such In the case of a Contractor Breach, the Agency may modify the ten (10) day cure period in the notice of Breach. The right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice Notice may include an effective Contract Cancellation cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party party in writing prior to the Cancellation cancellation date, no further action shall be required of any Party party to effect the Cancellation cancellation as of the stated date. If the notice does not set forth an effective Cancellation Contract cancellation date, then the non-breaching Party party may cancel this the Contract by giving the breaching Party party no less than twenty-twenty four (24) hours hours' prior written notice. Notice after the expiration of the cure period. (b) If UConn Health the Agency believes that the Contractor has Breached this not performed according to the Contract, it may the Agency may: (1) withhold payment in whole or in part pending resolution of the Breachperformance issue, provided that UConn Health the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; (2) temporarily discontinue all or part of the Services to Contractor. Contractor agrees be provided under the Contract; (3) permanently discontinue part of the Services to promptly reimburse UConn Health be provided under the Contract; (4) assign appropriate State personnel to provide contracted for costs, losses or expenses associated with cover purchases made by UConn Health Services to assure continued performance under the Contract until such time as the result contractual Breach has been corrected to the satisfaction of Contractor’s Breach. Nothing herein shall the Agency; (5) require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; (6) take such other actions of any nature whatsoever as may be deemed to waive UConn Health’s right to terminate appropriate for the best interests of the State or the program(s) provided under this Contract pursuant to Section 10or both; or (7) any combination of the above actions.

Appears in 1 contract

Samples: Personal Services Agreement

Breach. (i) Upon any material breach of a material obligation of this Agreement by a Party (the “Breaching Party”), the other Party (the “Non-Breaching Party”) may, by providing 60 days’ prior written notice to the Breaching Party, terminate this Agreement, which notice shall identify the material breach, the intent to so terminate and the actions or conduct that it considers would be an acceptable cure of such breach. The Breaching Party shall have a period of 60 days after such written notice is provided to cure such breach (the “Initial Cure Period”). If the material breach is not cured within such 60 days, the Non-Breaching Party may terminate this Agreement upon 20 days written notice; provided, that if the Breaching Party disputes such material breach as provided in subsection (ii) below, such termination shall be effective only as provided in such subsection (ii). Such termination shall apply solely with respect to the Product if such breach related solely to the Product, and shall otherwise apply to this Agreement in its entirety. (ii) If the Non-Breaching Party gives notice of material breach under this Section 14.2(b) and the Breaching Party disputes whether there is a material breach, then the issue of whether the Non-Breaching Party may properly terminate this Agreement on expiration of such Initial Cure Period shall be resolved in accordance with Article 15, the Parties shall cooperate to allow such determination to be made within 75 days after a Party requests such determination (or as promptly thereafter as possible) and the Agreement shall not terminate except as provided in this Section 14.2(b)(ii). If, as a result of such dispute resolution process, it is determined that the Breaching Party committed a material breach and the Breaching Party does not cure such breach within 60 days after the date of the arbitration award (the “Additional Cure Period”), then such termination shall be effective upon the expiration of the Additional Cure Period. If the Parties dispute whether such breach was so cured, either Party Breaches this Contract in any respect, alone may request the non-breaching same arbitration tribunal to determine whether it was so cured and the Parties shall cooperate to allow such determination to be made within 30 days after a Party requests such determination. Such dispute resolution proceeding does not suspend either Party’s obligations hereunder and each Party shall provide written notice use reasonable efforts to mitigate all damages. If, as a result of such Breach to the breaching Party and afford the breaching Party an opportunity to cure the Breach within ten (10) Business Days from the date dispute resolution proceeding, it is determined that the breaching Breaching Party receives did not commit a material breach (or that such notice. Such right to cure period shall be extended if the non-breaching Party is satisfied that the breaching Party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be breach was cured within the permitted time period or, subject to the right to cure period. The recover damages as provided in Article 15, the Additional Cure Period), then no termination shall be effective and this Agreement shall remain in effect as it was prior to such notice may include an effective Contract Cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the nonNon-breaching Party in writing prior to the Cancellation date, no further action shall be required of any Party to effect the Cancellation as of the stated date. If the notice does not set forth an effective Cancellation date, then the non-breaching Party may cancel this Contract by giving the breaching Party no less than twenty-four (24) hours prior written notice. If UConn Health believes Contractor has Breached this Contract, it may withhold payment in whole or in part pending resolution of the Breach, provided that UConn Health notifies Contractor in writing prior to the date that the payment would have been due to Contractor. Contractor agrees to promptly reimburse UConn Health for costs, losses or expenses associated with cover purchases made by UConn Health as the result of Contractor’s Breach. Nothing herein shall be deemed to waive UConn Health’s right to terminate the Contract pursuant to Section 10Breaching Party.

Appears in 1 contract

Samples: Development and Commercialization Agreement (Chelsea Therapeutics International, Ltd.)

Breach. If either Party Breaches The parties may be in material breach under this Contract Agreement if they fail to comply with any term of this Agreement, or a party determines that the other party is not implementing the Project in accordance with the provisions of this Agreement, or that a party has failed in any respectother respect to comply with the provisions of this Agreement. In the event of a material breach, the party identifying the breach shall provide a Notice of Material Breach to the breaching party within fifteen (15) calendar days upon discovery of breach. The breaching party shall have fifteen (15) calendar days from receipt of the notice to notify how it intends to cure the breach. Upon receipt of the proposed cure, the non-breaching Party shall provide written notice party has fifteen (15) days to accept or reject the proposed cure. Upon the non-breaching party’s approval of such Breach to the cure, the breaching Party and afford party has thirty (30) days to implement the cure. If the breaching Party an opportunity party fails to cure the breach within thirty (30) days of the non-breaching party’s approval of the cure, the non-breaching party may take the following respective actions: A. CDFA may suspend payments; B. CDFA may demand repayment of all funding; C. Either party may terminate the Agreement D. CDFA may debar Recipient; or E. Either party may take any other action deemed necessary to recover costs. The non-breaching party shall send a Notice of Failure to Cure Material Breach upon its decision to carry out any of these actions. These actions are effective upon issuance of the Notice of Failure to Cure Material Breach, unless the Recipient appeals a Notice of Failure to Cure Material Breach, in which case the effective date falls on the issuance of a final decision on the appeal. Where CDFA notifies the Recipient of its decision to demand repayment pursuant to this paragraph, the funds that are subject to the demand shall be repaid immediately. CDFA may consider the Recipient’s refusal to repay the requested disbursed amount a material breach. A Notification of Failure to Cure Material Breach may be appealed to CDFA. The appeal must be post marked within ten (10) Business Days calendar days of the date the Recipient received the Notice of Failure to Cure and addressed to the CDFA Legal Office of Hearing and Appeals or emailed to XXXX.XxxxxXxxxxx@xxxx.xx.xxx. California Department of Food and Agriculture Legal Office of Hearing and Appeals 0000 X Xxxxxx Sacramento, CA 95814 All notices, communications, and appeals described in this paragraph must be received in writing to be considered timely. If CDFA notifies the Recipient of its decision to withhold the entire funding amount from the date that the breaching Party receives Recipient pursuant to this paragraph, this Agreement shall terminate upon receipt of such notice. Such right to cure period shall be extended if the non-breaching Party is satisfied that the breaching Party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice may include an effective Contract Cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party in writing prior to the Cancellation date, Recipient and CDFA shall no further action shall longer be required of any Party to effect provide funds under this Agreement and the Cancellation as of the stated date. If the notice does not set forth an effective Cancellation date, then the non-breaching Party may cancel this Contract by giving the breaching Party Agreement shall no less than twenty-four (24) hours prior written notice. If UConn Health believes Contractor has Breached this Contract, it may withhold payment in whole or in part pending resolution of the Breach, provided that UConn Health notifies Contractor in writing prior to the date that the payment would have been due to Contractor. Contractor agrees to promptly reimburse UConn Health for costs, losses or expenses associated with cover purchases made by UConn Health as the result of Contractor’s Breach. Nothing herein shall longer be deemed to waive UConn Health’s right to terminate the Contract pursuant to Section 10binding on either party.

Appears in 1 contract

Samples: Cooperative Agreement

Breach. (a) If either Party party Breaches this Contract in any respect, the non-breaching Party party shall provide written notice of such the Breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach within ten (10) Business Days from the date that the breaching Party party receives such the notice. Such In the case of a CONTRACTOR Breach, the AGENCY may modify the ten (10) day cure period in the notice of Breach. The right to cure period shall be extended if the non-non- breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice Notice may include an effective Contract Cancellation cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party party in writing prior to the Cancellation cancellation date, no further action shall be required of any Party party to effect the Cancellation cancellation as of the stated date. If the notice does not set forth an effective Cancellation Contract cancellation date, then the non-breaching Party party may cancel this the Contract by giving the breaching Party party no less than twenty-twenty four (24) hours hours’ prior written notice. Notice after the expiration of the cure period. (b) If UConn Health the AGENCY believes Contractor that the CONTRACTOR has Breached this not performed according to the Contract, it may the AGENCY may: (1) withhold payment in whole or in part pending resolution of the Breachperformance issue, provided that UConn Health the AGENCY notifies Contractor The CONTRACTOR in writing prior to the date that the payment would have been due in accordance with the budget; (2) temporarily discontinue all or part of the Services to Contractor. Contractor agrees be provided under the Contract; (3) permanently discontinue part of the Services to promptly reimburse UConn Health be provided under the Contract; (4) assign appropriate State personnel to provide contracted for costs, losses or expenses associated with cover purchases made by UConn Health Services to assure continued performance under the Contract until such time as the result contractual Breach has been corrected to the satisfaction of Contractor’s Breach. Nothing herein the AGENCY; (5) require that contract funding be used to enter into a subcontract with a person or persons designated by the AGENCY in order to bring the program into contractual compliance; (6) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (7) any combination of the above actions. (c) The CONTRACTOR shall return all unexpended funds to the AGENCY no later than thirty (30) calendar days after the CONTRACTOR receives a demand from the AGENCY. (d) In addition to the rights and remedies granted to the AGENCY by this Contract, the AGENCY shall have all other rights and remedies granted to it by law in the event of Breach of or default by the CONTRACTOR under the terms of this Contract. (e) The action of the AGENCY shall be deemed considered final. If at any step in this process the CONTRACTOR fails to waive UConn Health’s right to terminate comply with the Contract pursuant to Section 10procedure and, as applicable, the mutually agreed plan of correction, the AGENCY may proceed with Breach remedies as listed under this section.

Appears in 1 contract

Samples: Contract Agreement

Breach. a) If either Party Breaches DAS or CTDOC, on the one hand, fails to comply with any provision of this Contract Agreement in any respect, or the Contractor, on the other hand, fails to Perform fully, the other non-breaching Party failing party (the “Compliant Party”) shall provide written notice of such Breach failure (the “Breach”) to the breaching party who has failed to comply (the “Breaching Party”). The Compliant Party shall state in the notice the nature of the Breach and afford that the breaching Breaching Party has an opportunity to cure the Breach (the “Right to Cure Period”) within ten thirty (1030) Business Days days from the effective date that it receives the breaching written notice, or a shorter period of time if provided elsewhere in the Agreement. The Compliant Party receives such notice. Such right may extend the Right to cure period shall be extended Cure Period if the non-breaching Party it is satisfied that the breaching Breaching Party is making a good faith effort to curecure the Breach, but the nature of the Breach is such that it cannot be cured within the right Right to cure period. Cure Period. b) The notice Compliant Party may include an in the written notice of Breach a Termination date that becomes effective Contract Cancellation date if after the Breach is not cured by the stated date andRight to Cure Period, unless otherwise modified by the non-breaching Party in writing prior to the Cancellation date, no without any further action shall be being required of any Party party to effect the Cancellation Termination. The Compliant Party may extend that Termination date in writing one or more times before the latest Termination effective date, in which case this Agreement will be deemed to be Terminated as of the stated last effective modified date. If the notice does not set forth an effective Cancellation Termination date, then the non-breaching Compliant Party may cancel this Contract by giving shall provide the breaching Breaching Party no less than twenty-twenty four (24) hours hours’ prior written notice. notice before Terminating this Agreement (provided that the Termination date is after the Right to Cure Period). c) Notwithstanding any provisions in this Agreement, if the Contractor knowingly Breaches or violates any of the provisions in the Representations and Warranties Section, or if any of those provisions are false or misleading in any material respect, then DAS may either Terminate this Agreement with no Right to Cure Period or revoke any consent to assignments given as if the assignments had never been requested or consented to, or both, without DAS or CTDOC having any responsibility or obligation to Contractor, Contractor Parties or any third party resulting from the Termination or revocation. d) For purposes of DAS determining whether there is a Breach under this Agreement or whether statements in the Representations and Warranties section are false or misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor itself, as if the Contractor itself was the subject of the Acts which DAS considers in determining if there was a Breach, or, an instance of false or misleading statements, or both. e) If UConn Health believes Contractor has Breached there is a Breach, the Compliant Party may elect any of the remedies set forth in this Contract, it may withhold payment in whole section without waiving any other remedies which exist at law or in part pending resolution equity. f) If DAS Terminates under this section and if the Breach is such that the System during the Warranty Period did not conform to the requirements of Section 11, then the Contractor shall reimburse CTDOC (1) all of the Breachmonies that CTDOC has paid in connection with any phase partially performed by Contractor and (2) 22.5% of all of the monies that CTDOC has paid for previously accepted phases. The Contractor is not responsible for reimbursement of any monies for installation of the base System, provided GAP analysis and Detailed Design. During the final 12 month period of the Warranty Period which follows Acceptance of the System, if the Breach is such that UConn Health notifies Contractor in writing prior the System did not conform to the date requirements of Section 11, then the Contractor shall reimburse CTDOC (1) all of the monies that CTDOC has paid in connection with Phase 4, being payments 9 and 10 on the Payment Milestones set forth in Exhibit 4, and (2) a lump sum payment would have been due to Contractorof $1,750,000.00. Contractor agrees to promptly reimburse UConn Health for costsFor each month that expires in the final 12 months of the Warranty Period, losses or expenses associated with cover purchases made the lump sum amount of $1,750,000.00 will be reduced by UConn Health as the result of Contractor’s Breach. Nothing herein shall be deemed to waive UConn Health’s right to terminate the Contract pursuant to Section 10$145,833.33.

Appears in 1 contract

Samples: Information Processing Systems Agreement

Breach. If either Party Breaches breaches this Contract in any respect, the non-breaching Party shall provide written notice of such Breach to the breaching Party and afford the breaching Party an opportunity to cure the Breach within ten (10) Business Work Days from the date that the breaching Party receives such notice. Such right to cure period shall be extended if the non-breaching Party is satisfied that the breaching Party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice may include an effective Contract Cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party in writing prior to the Cancellation date, no further action shall be required of any Party to effect the Cancellation as of the stated date. If the notice does not set forth an effective Cancellation date, then the non-breaching Party may cancel this Contract by giving the breaching Party no less than twenty-four (24) hours prior written notice. If UConn Health believes Contractor has Breached breached this Contract, it may withhold payment in whole or in part pending resolution of the Breach, provided that UConn Health notifies Contractor in writing prior to the date that the payment would have been due to Contractor. Contractor agrees to promptly reimburse UConn Health for costs, losses or expenses associated with cover purchases made by UConn Health as the result of Contractor’s Breach. Nothing herein shall be deemed to waive UConn Health’s right to terminate the Contract pursuant to Section section 10.

Appears in 1 contract

Samples: Contract

Breach. (a) If either Party party Breaches this Contract in any respect, the non-breaching Party party shall provide written notice of such the Breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach within ten (10) Business Days from the date that the breaching Party party receives such the notice. Such In the case of a Contractor Breach, the Agency may modify the ten (10) day cure period in the notice of Breach. The right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice Notice may include an effective Contract Cancellation Termination date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party non‑breaching party in writing prior to the Cancellation Termination date, no further action shall be required of any Party party to effect the Cancellation Termination as of the stated date. If the notice does not set forth an effective Cancellation Contract Termination date, then the non-breaching Party party may cancel this terminate the Contract by giving the breaching Party party no less than twenty-twenty four (24) hours hours’ prior written notice. Notice after the expiration of the cure period. (b) If UConn Health the Agency believes that the Contractor has Breached this not performed according to the Contract, it may the Agency may: (1) withhold payment in whole or in part pending resolution of the Breachperformance issue, provided that UConn Health the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; (2) temporarily discontinue all or part of the Services to Contractor. Contractor agrees be provided under the Contract; (3) permanently discontinue part of the Services to promptly reimburse UConn Health be provided under the Contract; (4) assign appropriate State personnel to provide contracted for costs, losses or expenses associated with cover purchases made by UConn Health Services to assure continued performance under the Contract until such time as the result contractual Breach has been corrected to the satisfaction of Contractor’s Breach. Nothing herein the Agency; (5) require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; (6) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (7) any combination of the above actions. (c) The Contractor shall return all unexpended funds to the Agency no later than thirty (30) calendar days after the Contractor receives a demand from the Agency. (d) In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. (e) The action of the Agency shall be deemed considered final. If at any step in this process the Contractor fails to waive UConn Health’s right to terminate comply with the Contract pursuant to Section 10procedure and, as applicable, the mutually agreed plan of correction, the Agency may proceed with Breach remedies as listed under this section.

Appears in 1 contract

Samples: Purchase of Service Contract

Breach. 16.1 If either Party Breaches this Contract in any respect, the non-breaching Party shall provide written notice of such Breach to the breaching Party and afford the breaching Party an opportunity to cure the Breach within ten (10) Business Work Days from the date that the breaching Party receives such notice. Such right to cure period shall be extended if the non-breaching Party is satisfied that the breaching Party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice may include an effective Contract Cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party in writing prior to the Cancellation date, no further action shall be required of any Party to effect the Cancellation as of the stated date. If the notice does not set forth an effective Cancellation date, then the non-breaching Party may cancel this Contract by giving the breaching Party no less than twenty-four (24) hours prior written notice. . 16.2 If UConn Health UCHC believes the Contractor has Breached not performed according to the terms of this Contract, it may withhold payment in whole or in part pending resolution of the Breach, provided that UConn Health UCHC notifies the Contractor in writing prior to the date that the payment would have been due in accordance with Section 4, Cost and Schedule of Payments. In addition, if the Contractor fails to Contractordeliver Goods or perform Services as specified in the Contract, UCHC may purchase such Goods or Services on the open market. The Contractor agrees to promptly reimburse UConn Health UCHC for costs, losses or expenses any excess cost associated with cover such purchases. If UCHC does not cancel the Contract, any open market purchases made by UConn Health as will be deducted from the result of Contractor’s Breach. Contract quantities. 16.3 Nothing herein shall be deemed to waive UConn HealthUCHC’s right to terminate the Contract pursuant to Section 1015.

Appears in 1 contract

Samples: Contract

Breach. (a) If either Party party Breaches this Contract in any respect, the non-breaching Party party shall provide written notice of such the Breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach within ten (10) Business Days days from the date that the breaching Party party receives such the notice. Such In the case of a Contractor Breach, the Agency may modify the ten (10) day cure period in the notice of Breach. The right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice Notice may include an effective Contract Cancellation cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party party in writing prior to the Cancellation cancellation date, no further action shall be required of any Party party to effect the Cancellation cancellation as of the stated date. If the notice does not set forth an effective Cancellation Contract cancellation date, then the non-breaching Party party may cancel this the Contract by giving the breaching Party party no less than twenty-twenty four (24) hours hours' prior written notice. Notice after the expiration of the cure period. (b) If UConn Health the Agency believes that the Contractor has Breached this not performed according to the Contract, it may the Agency may: (1) withhold payment in whole or in part pending resolution of the Breachperformance issue, provided that UConn Health the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; (2) temporarily discontinue all or part of the Services to Contractor. Contractor agrees be provided under the Contract; (3) permanently discontinue part of the Services to promptly reimburse UConn Health be provided under the Contract; (4) assign appropriate State personnel to provide contracted for costs, losses or expenses associated with cover purchases made by UConn Health Services to assure continued performance under the Contract until such time as the result contractual Breach has been corrected to the satisfaction of Contractor’s Breach. Nothing herein the Agency; (5) require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; (6) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (7) any combination of the above actions. (c) The Contractor shall return all unexpended funds to the Agency no later than thirty (30) days after the Contractor receives a demand from the Agency. (d) In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. (e) The action of the Agency shall be deemed considered final. If at any step in this process the Contractor fails to waive UConn Health’s right to terminate comply with the Contract pursuant to Section 10procedure and, as applicable, the mutually agreed plan of correction, the Agency may proceed with Breach remedies as listed under this section.

Appears in 1 contract

Samples: Contract Amendment

Breach. (a) If either Party party Breaches this Contract in any respect, the non-breaching Party party shall provide written notice of such the Breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach within ten (10) Business Days days from the date that the breaching Party party receives such the notice. Such In the case of a Contractor Breach, the Agency may modify the ten (10) day cure period in the notice of Breach. The right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice Notice may include an effective Contract Cancellation cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party party in writing prior to the Cancellation cancellation date, no further action shall be required of any Party party to effect the Cancellation cancellation as of the stated date. If the notice does not set forth an effective Cancellation Contract cancellation date, then the non-breaching Party party may cancel this the Contract by giving the breaching Party party no less than twenty-twenty four (24) hours hours’ prior written notice. Notice after the expiration of the cure period. (b) If UConn Health the Agency believes that the Contractor has Breached this not performed according to the Contract, it may the Agency may: a. withhold payment in whole or in part pending resolution of the Breachperformance issue, provided that UConn Health the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; b. temporarily discontinue all or part of the Services to Contractor. Contractor agrees be provided under the Contract; c. permanently discontinue part of the Services to promptly reimburse UConn Health be provided under the Contract; d. assign appropriate State personnel to provide contracted for costs, losses or expenses associated with cover purchases made by UConn Health Services to assure continued performance under the Contract until such time as the result contractual Breach has been corrected to the satisfaction of Contractor’s Breach. Nothing herein the Agency; e. require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; f. take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or g. any combination of the above actions. (c) The Contractor shall return all unexpended funds to the Agency no later than thirty (30) calendar days after the Contractor receives a demand from the Agency. (d) In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. (e) The action of the Agency shall be deemed considered final. If at any step in this process the Contractor fails to waive UConn Health’s right to terminate comply with the Contract pursuant to Section 10procedure and, as applicable, the mutually agreed plan of correction, the Agency may proceed with Breach remedies as listed under this section.

Appears in 1 contract

Samples: Personal Service Agreement

Breach. A. Other than termination for lack of funding under section 20, either party’s failure to perform the lease’s terms and conditions is a breach. B. If either Party Breaches this Contract in any respecta breach arises, the non-breaching Party party may send the breaching party a written notice, identifying in reasonable detail the breach and the requested remedy. Except as provide in subsection C. below, the breaching party shall provide written cure the breach as soon as reasonably possible but no longer than 30 days, except if an emergency condition exists requiring a cure to be immediately started and completed within 24 hours if reasonably possible given the circumstances. C. If the breaching party does not cure the breach, the nonbreaching party may cure all or part of the default after providing notice of such Breach to the breaching Party party of its intent to perform such cure, and, if applicable, recover the costs incurred in curing the default. If the nonbreaching party is the Lessee, the Lessee may deduct all costs incurred from rent or other charges owed to Lessor. Lessee’s costs incurred to cure include, but are not limited to, all reasonable out-of-pocket expenses, payment of unpaid utility or services charges for which Lessor is responsible, and afford all administrative costs the Lessee reasonably incurs and documents in performing or arranging for performance of the cure. If the nonbreaching party is the Lessor, Lessor will submit properly executed vouchers and proof of payment to Lessee and Xxxxxx shall remit payment to Lessor within 30 days or as soon as is practicable. The nonbreaching party is under no obligation to cure some or all the default of the breaching Party an opportunity party. To the extent that the nonbreaching party does not cure the default, the nonbreaching party may pursue its legal and contractual remedies against the breaching party. The nonbreaching party’s failure to cure the Breach breaching party’s default does not waive the nonbreaching party’s rights to relief. Nothing herein removes or lessens either party’s obligation to mitigate damages. D. If it is not reasonably possible to cure an emergency or non-emergency condition within ten 24-hours or 30 days, respectively, the breaching party shall so notify the non- breaching party within 24-hours or 10 days, respectively. Such notice shall explain why the cure is not reasonably possible with due diligence to complete within 24 hours (10if an emergency) Business Days from or 30 days (if a non-emergency) and provide the earliest date that the breaching Party receives such noticework can be completed as soon as reasonably possible. Such right to cure period shall be extended if the non-breaching Party It is satisfied not a justifiable ground for delay that the breaching Party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice may include an effective Contract Cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party in writing prior to the Cancellation date, no further action shall be required of any Party to effect the Cancellation as of the stated date. If the notice Lessor does not set forth an effective Cancellation date, then have available funding to accomplish the non-breaching Party may cancel this Contract by giving cure or that a preferred contractor has limited availability if other contractors can satisfactorily perform the breaching Party no less than twenty-four (24) hours prior written notice. If UConn Health believes Contractor has Breached this Contract, it may withhold payment in whole or in part pending resolution of the Breach, provided that UConn Health notifies Contractor in writing prior to the date that the payment would have been due to Contractor. Contractor agrees to promptly reimburse UConn Health for costs, losses or expenses associated with cover purchases made by UConn Health as the result of Contractor’s Breach. Nothing herein shall be deemed to waive UConn Health’s right to terminate the Contract pursuant to Section 10work sooner at reasonable cost.

Appears in 1 contract

Samples: Lease Agreement

Breach. If either Party Breaches this Contract in any respect, the non-breaching Party shall provide written notice of such Breach to the breaching Party and afford the breaching Party an opportunity to cure the Breach within ten (10) Business Days from the date that the breaching Party receives such notice. Such right to cure period shall be extended if the non-breaching Party is satisfied that the breaching Party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice may include an effective Contract Cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party in writing prior to the Cancellation date, no further action shall be required of any Party to effect the Cancellation as of the stated date. If the notice does not set forth an effective Cancellation date, then the non-breaching Party may cancel this Contract by giving the breaching Party no less than twenty-four (24) hours prior written notice. If UConn Health believes Contractor has Breached this Contract, it may withhold payment in whole or in part pending resolution of the Breach, provided that UConn Health notifies Contractor in writing prior to the date that the payment would have been due to Contractor. Contractor agrees to promptly reimburse UConn Health for costs, losses or expenses associated with cover purchases made by UConn Health as the result of Contractor’s Breach. Nothing herein shall be deemed to waive UConn Health’s right to terminate the Contract pursuant to Section 108.

Appears in 1 contract

Samples: Contract

Breach. (1) The Contractor shall comply with requests for documentation deemed to be appropriate by the Agency in considering whether to consent to such assignment. (2) The Agency shall notify the Contractor of its decision no later than forty-five (45) days from the date the Agency receives all requested documentation. (3) The Agency may void any assignment made without the Agency's consent and deem such assignment to be in violation of this Section and to be in Breach of the Contract. Any cancellation of this Contract by the Agency for a Breach shall be without prejudice to the Agency's or the State's rights or possible claims against the Contractor. (a) If either Party party Breaches this Contract in any respect, the non-breaching Party party shall provide written notice of such the Breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach within ten (10) Business Days days from the date that the breaching Party party receives such the notice. Such In the case of a Contractor Breach, the Agency may modify the ten (10) day cure period in the notice of Breach. The right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice Notice may include an effective Contract Cancellation cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party party in writing prior to the Cancellation cancellation date, no further action shall be required of any Party party to effect the Cancellation cancellation as of the stated date. If the notice does not set forth an effective Cancellation Contract cancellation date, then the non-breaching Party party may cancel this the Contract by giving the breaching Party party no less than twenty-twenty four (24) hours hours' prior written notice. Notice after the expiration of the cure period. (b) If UConn Health the Agency believes that the Contractor has Breached this not performed according to the Contract, it may the Agency may: (1) withhold payment in whole or in part pending resolution of the Breachperformance issue, provided that UConn Health the Agency notifies the Contractor in writing prior to the date that the payment would have been due in accordance with the budget; (2) temporarily discontinue all or part of the Services to Contractor. Contractor agrees be provided under the Contract; (3) permanently discontinue part of the Services to promptly reimburse UConn Health be provided under the Contract; (4) assign appropriate State personnel to provide contracted for costs, losses or expenses associated with cover purchases made by UConn Health Services to assure continued performance under the Contract until such time as the result contractual Breach has been corrected to the satisfaction of Contractor’s Breach. Nothing herein the Agency; (5) require that contract funding be used to enter into a subcontract with a person or persons designated by the Agency in order to bring the program into contractual compliance; (6) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (7) any combination of the above actions. (c) The Contractor shall return all unexpended funds to the Agency no later than thirty (30) days after the Contractor receives a demand from the Agency. (d) In addition to the rights and remedies granted to the Agency by this Contract, the Agency shall have all other rights and remedies granted to it by law in the event of Breach of or default by the Contractor under the terms of this Contract. (e) The action of the Agency shall be deemed considered final. If at any step in this process the Contractor fails to waive UConn Health’s right to terminate comply with the Contract pursuant to Section 10procedure and, as applicable, the mutually agreed plan of correction, the Agency may proceed with Breach remedies as listed under this section.

Appears in 1 contract

Samples: Contract Agreement

Breach. 1. If either Party party Breaches this Contract in any respect, the non-breaching Party party shall provide written notice of such the Breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach within ten (10) Business Days from the date that the breaching Party party receives such the notice. Such In the case of a CONTRACTOR Breach, the AGENCY may modify the ten (10) day cure period in the notice of Breach. The right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice Notice may include an effective Contract Cancellation cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party party in writing prior to the Cancellation cancellation date, no further action shall be required of any Party party to effect the Cancellation cancellation as of the stated date. If the notice does not set forth an effective Cancellation Contract cancellation date, then the non-non- breaching Party party may cancel this the Contract by giving the breaching Party party no less than twenty-twenty four (24) hours hours’ prior written noticeNotice after the expiration of the cure period. 2. If UConn Health the AGENCY believes Contractor that The CONTRACTOR has Breached this not performed according to the Contract, it may the AGENCY may: a. withhold payment in whole or in part pending resolution of the Breachperformance issue, provided that UConn Health the AGENCY notifies Contractor The CONTRACTOR in writing prior to the date that the payment would have been due in accordance with the budget; b. temporarily discontinue all or part of the Services to Contractor. Contractor agrees be provided under the Contract; c. permanently discontinue part of the Services to promptly reimburse UConn Health be provided under the Contract; d. assign appropriate State personnel to provide contracted for costs, losses or expenses associated with cover purchases made by UConn Health Services to assure continued performance under the Contract until such time as the result contractual Breach has been corrected to the satisfaction of Contractor’s Breachthe AGENCY; e. require that contract funding be used to enter into a subcontract with a person or persons designated by the AGENCY in order to bring the program into contractual compliance; f. take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the STATE or the program(s) provided under this Contract or both; or g. any combination of the above actions. 3. Nothing herein The CONTRACTOR shall return all unexpended funds to the AGENCY no later than thirty (30) calendar days after The CONTRACTOR receives a demand from the AGENCY. 4. In addition to the rights and remedies granted to the AGENCY by this Contract, the AGENCY shall have all other rights and remedies granted to it by law in the event of Breach of or default by The CONTRACTOR under the terms of this Contract. 5. The action of the AGENCY shall be deemed considered final. If at any step in this process The CONTRACTOR fails to waive UConn Health’s right to terminate comply with the Contract pursuant to Section 10procedure and, as applicable, the mutually agreed plan of correction, the AGENCY may proceed with Breach remedies as listed under this section.

Appears in 1 contract

Samples: Contract Agreement

Breach. (a) If either Party party Breaches this Contract in any respect, the non-breaching Party party shall provide written notice of such the Breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach within ten (10) Business Days from the date that the breaching Party party receives such the notice. Such In the case of a Contractor Breach, OHA may modify the ten (10) day cure period in the notice of Breach. The right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice Notice may include an effective Contract Cancellation cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party party in writing prior to the Cancellation cancellation date, no further action shall be required of any Party party to effect the Cancellation cancellation as of the stated date. If the notice does not set forth an effective Cancellation Contract cancellation date, then the non-breaching Party party may cancel this the Contract by giving the breaching Party party no less than twenty-twenty four (24) hours hours’ prior written notice. Notice after the expiration of the cure period. (b) If UConn Health OHA believes that the Contractor has Breached not performed according to the Contract, OHA may: (1) temporarily discontinue all or part of the Services to be provided under the Contract; (2) permanently discontinue part of the Services to be provided under the Contract; (3) assign appropriate State personnel to provide contracted for Services to assure continued performance under the Contract until such time as the contractual Breach has been corrected to the satisfaction of OHA; (4) require that contract funding be used to enter into a subcontract with a person or persons designated by OHA in order to bring the program into contractual compliance; (5) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (6) any combination of the above actions. (c) The Contractor shall return all unexpended funds to OHA no later than thirty (30) calendar days after the Contractor receives a demand from OHA. (d) In addition to the rights and remedies granted to OHA by this Contract, OHA shall have all other rights and remedies granted to it may withhold payment by law in whole the event of Breach of or in part pending resolution default by the Contractor under the terms of the Breach, provided that UConn Health notifies Contractor in writing prior to the date that the payment would have been due to Contractor. Contractor agrees to promptly reimburse UConn Health for costs, losses or expenses associated with cover purchases made by UConn Health as the result this Contract. (e) The action of Contractor’s Breach. Nothing herein OHA shall be deemed considered final. If at any step in this process the Contractor fails to waive UConn Health’s right to terminate comply with the Contract pursuant to Section 10procedure and, as applicable, the mutually agreed plan of correction, OHA may proceed with Breach remedies as listed under this section.

Appears in 1 contract

Samples: Transformation Services Agreement

Breach. a) If either Party Breaches breaches this Contract in any respect, the non-breaching Party shall provide written notice of such Breach breach to the breaching Party and afford the breaching Party an opportunity to cure the Breach breach within ten (10) Business Work Days from the date that the breaching Party receives such notice. Such right to cure period shall be extended if the non-breaching Party is satisfied that the breaching Party is making a good faith effort to cure, but the nature of the Breach breach is such that it cannot be cured within the right to cure period. The notice may include an effective Contract Cancellation date if the Breach breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party in writing prior to the Cancellation date, no further action shall be required of any Party to effect the Cancellation as of the stated date. If the notice does not set forth an effective Cancellation date, then the non-breaching Party may cancel this Contract by giving the breaching Party no less than twenty-four (24) hours prior written notice. . b) If UConn Health UCHC believes the Contractor has Breached not performed according to the terms of this Contract, it may withhold payment in whole or in part pending resolution of the Breachbreach, provided that UConn Health UCHC notifies the Contractor in writing prior to the date that the payment would have been due in accordance with Section 4, Cost and Schedule of Payments. In addition, if the Contractor fails to Contractordeliver Goods or perform Services as specified in the Contract, UCHC may purchase such Goods or Services on the open market. The Contractor agrees to promptly reimburse UConn Health UCHC for costs, losses or expenses any excess cost associated with cover such purchases. If UCHC does not cancel the Contract, any open market purchases made by UConn Health as the result of Contractor’s Breach. Nothing herein shall will be deemed to waive UConn Health’s right to terminate deducted from the Contract pursuant to Section 10quantities.

Appears in 1 contract

Samples: Service/Maintenance Agreement

Breach. 6.1 If either Party Breaches breaches this Contract Agreement in any material respect, the non-breaching Party shall provide written notice of such Breach breach to the breaching Party and afford the breaching Party an opportunity to cure the Breach breach within ten (10) Business Days business days from the date that the breaching Party receives such notice. Such right to cure period shall be extended if the non-breaching Party is satisfied that the breaching Party is making a good faith effort to cure, but the nature of the Breach breach is such that it cannot be cured within the right to cure period. The notice may include an effective Contract Cancellation contract cancellation date if the Breach breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party in writing prior to the Cancellation cancellation date, no further action shall be required of any Party to effect the Cancellation cancellation as of the stated date. If the notice does not set forth an effective Cancellation cancellation date, then the non-breaching Party may cancel this Contract Agreement by giving the breaching Party no less than twenty-four (24) hours prior written notice. . 6.2 If UConn Health reasonably believes Contractor the FIRM has Breached breached this ContractAgreement, it may withhold payment in whole or in part pending resolution of the Breachbreach, provided that UConn Health notifies Contractor the FIRM in writing prior to the date that the payment would have been due to Contractordue. Contractor The FIRM agrees to promptly reimburse UConn Health for costs, losses or expenses associated with cover purchases made by UConn Health as the result of Contractorthe FIRM’s Breach. breach. 6.3 Nothing herein shall be deemed to waive UConn Health’s right to terminate the Contract Agreement pursuant to Section 10section 5.

Appears in 1 contract

Samples: Professional Services

Breach. (a) If either Party Breaches this party breaches the Contract in any respect, the non-breaching Party party shall provide written notice of such Breach breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach breach within ten (10) Business Days days from the date that the breaching Party party receives such notice. Any other time provided for in the notice shall xxxxx such ten (10) days. Such right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, cure but the nature of the Breach breach is such that it cannot be cured within the right to cure period. The notice may include an effective Contract Cancellation Termination date if the Breach breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party party in writing prior to the Cancellation Termination date, no further action shall be required of any Party party to effect the Cancellation Termination as of the stated date. If the notice does not set forth an effective Cancellation Contract Termination date, then the non-non- breaching Party party may cancel this Terminate the Contract by giving the breaching Party party no less than twenty-twenty four (24) hours hours' prior written notice. . (b) If UConn Health DAS believes that the Contractor has Breached this not performed according to the Contract, it a Purchasing Entity of the State of Connecticut may withhold payment in whole or in part pending resolution of the BreachPerformance issue, provided that UConn Health DAS notifies the Contractor in writing prior to the date that the payment would have been due due. (c) With respect to Contractorbreach of any Purchase Order issued by Purchasing Entities not part of the State of Connecticut, such Purchasing Entity shall follow the procedures in paragraph 10(a) above. The Purchasing Entity may withhold payment in whole or in part pending resolution of the Performance issue, provided that the Purchasing Entity notifies the Contractor agrees in writing prior to promptly reimburse UConn Health for costs, losses or expenses associated with cover purchases made by UConn Health as the result of Contractor’s Breach. Nothing herein shall be deemed to waive UConn Health’s right to terminate date that the Contract pursuant to Section 10payment would have been due.

Appears in 1 contract

Samples: Contract for Box Truck Rental Services

Breach. (a) If either Party party Breaches this Contract in any respect, the non-breaching Party party shall provide written notice of such the Breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach within ten (10) Business Days from the date that the breaching Party party receives such the notice. Such In the case of a Contractor Breach, OHS may modify the ten (10) day cure period in the notice of Breach. The right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice Notice may include an effective Contract Cancellation cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party party in writing prior to the Cancellation cancellation date, no further action shall be required of any Party party to effect the Cancellation cancellation as of the stated date. If the notice does not set forth an effective Cancellation Contract cancellation date, then the non-breaching Party party may cancel this the Contract by giving the breaching Party party no less than twenty-twenty four (24) hours hours’ prior written notice. Notice after the expiration of the cure period. (b) If UConn Health OHS believes that the Contractor has Breached not performed according to the Contract, OHS may: (1) temporarily discontinue all or part of the Services to be provided under the Contract; (2) permanently discontinue part of the Services to be provided under the Contract; (3) assign appropriate State personnel to provide contracted for Services to assure continued performance under the Contract until such time as the contractual Breach has been corrected to the satisfaction of OHS; (4) require that contract funding be used to enter into a subcontract with a person or persons designated by OHS in order to bring the program into contractual compliance; (5) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (6) any combination of the above actions. (c) The Contractor shall return all unexpended funds to OHS no later than thirty (30) calendar days after the Contractor receives a demand from OHS. (d) In addition to the rights and remedies granted to OHS by this Contract, OHS shall have all other rights and remedies granted to it may withhold payment by law in whole the event of Breach of or in part pending resolution default by the Contractor under the terms of the Breach, provided that UConn Health notifies Contractor in writing prior to the date that the payment would have been due to Contractor. Contractor agrees to promptly reimburse UConn Health for costs, losses or expenses associated with cover purchases made by UConn Health as the result this Contract. (e) The action of Contractor’s Breach. Nothing herein OHS shall be deemed considered final. If at any step in this process the Contractor fails to waive UConn Health’s right to terminate comply with the Contract pursuant to Section 10procedure and, as applicable, the mutually agreed plan of correction, OHS may proceed with Breach remedies as listed under this section.

Appears in 1 contract

Samples: Contract Agreement

Breach. (a) If either Party party Breaches this Contract in any respect, the non-breaching Party party shall provide written notice of such the Breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach within ten (10) Business Days from the date that the breaching Party party receives such the notice. Such In the case of a Contractor Breach, OHA may modify the ten (10) day cure period in the notice of Breach. The right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice Notice may include an effective Contract Cancellation cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party non‑breaching party in writing prior to the Cancellation cancellation date, no further action shall be required of any Party party to effect the Cancellation cancellation as of the stated date. If the notice does not set forth an effective Cancellation Contract cancellation date, then the non-breaching Party party may cancel this the Contract by giving the breaching Party party no less than twenty-twenty four (24) hours hours’ prior written notice. Notice after the expiration of the cure period. (b) If UConn Health OHA believes that the Contractor has Breached not performed according to the Contract, OHA may: (1) temporarily discontinue all or part of the Services to be provided under the Contract; (2) permanently discontinue part of the Services to be provided under the Contract; (3) assign appropriate State personnel to provide contracted for Services to assure continued performance under the Contract until such time as the contractual Breach has been corrected to the satisfaction of OHA; (4) require that contract funding be used to enter into a subcontract with a person or persons designated by OHA in order to bring the program into contractual compliance; (5) take such other actions of any nature whatsoever as may be deemed appropriate for the best interests of the State or the program(s) provided under this Contract or both; or (6) any combination of the above actions. (c) The Contractor shall return all unexpended funds to OHA no later than thirty (30) calendar days after the Contractor receives a demand from OHA. (d) In addition to the rights and remedies granted to OHA by this Contract, OHA shall have all other rights and remedies granted to it may withhold payment by law in whole the event of Breach of or in part pending resolution default by the Contractor under the terms of the Breach, provided that UConn Health notifies Contractor in writing prior to the date that the payment would have been due to Contractor. Contractor agrees to promptly reimburse UConn Health for costs, losses or expenses associated with cover purchases made by UConn Health as the result this Contract. (e) The action of Contractor’s Breach. Nothing herein OHA shall be deemed considered final. If at any step in this process the Contractor fails to waive UConn Health’s right to terminate comply with the Contract pursuant to Section 10procedure and, as applicable, the mutually agreed plan of correction, OHA may proceed with Breach remedies as listed under this section.

Appears in 1 contract

Samples: Transformation Services Agreement

Breach. If either Party Breaches this party breaches the Contract in any respect, the non-breaching Party party shall provide written notice of such Breach breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach breach within ten (10) Business Days days from the date that the breaching Party party receives such notice, or such other time as provided in the notice, the Invitation to Bid or these Terms and Conditions, whichever is latest. Such right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, cure but the nature of the Breach breach is such that it cannot be cured within the right to cure period. The notice may include an effective Contract Cancellation cancellation date if the Breach breach is not cured by the stated date and, unless otherwise modified by the non-non- breaching Party party in writing prior to the Cancellation cancellation date, no further action shall be required of any Party party to effect the Cancellation cancellation as of the stated date. If the notice does not set forth an effective Cancellation Contract cancellation date, then the non-breaching Party party may cancel this Cancel the Contract by giving the breaching Party party no less than twenty-twenty four (24) hours hours' prior written notice. If UConn Health the State believes that the Contractor has Breached this not performed according to the Contract, it the State may withhold payment in whole or in part pending resolution of the Breachperformance issue, provided that UConn Health DOIT notifies the Contractor in writing prior to the date that the payment would have been due to Contractorin accordance with the Payment section of these Terms and Conditions. Contractor agrees to promptly reimburse UConn Health For notice purposes, a lesser payment period shall not apply. If a cash discount for costsprompt payment is invoiced, losses or expenses associated with cover purchases made by UConn Health the withholding of payments as provided for in this section shall not deprive the result State of Contractor’s Breach. Nothing herein shall be deemed to waive UConn Health’s the right to terminate the Contract pursuant to Section 10take such cash discount.

Appears in 1 contract

Samples: Electrical Contract Services Agreement

Breach. If either Party Breaches this party breaches the Contract in any respect, the non-breaching Party party shall provide written notice of such Breach breach to the breaching Party party and afford the breaching Party party an opportunity to cure the Breach breach within ten (10) Business Days days from the date that the breaching Party party receives such notice, or such other time as provided in the notice, the Invitation to Bid or these Terms and Conditions, whichever is latest. Such right to cure period shall be extended if the non-breaching Party party is satisfied that the breaching Party party is making a good faith effort to cure, cure but the nature of the Breach breach is such that it cannot be cured within the right to cure period. The notice may include an effective Contract Cancellation cancellation date if the Breach breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party party in writing prior to the Cancellation cancellation date, no further action shall be required of any Party party to effect the Cancellation cancellation as of the stated date. If the notice does not set forth an effective Cancellation Contract cancellation date, then the non-breaching Party party may cancel this Cancel the Contract by giving the breaching Party party no less than twenty-twenty four (24) hours hours' prior written notice. If UConn Health the State believes that the Contractor has Breached this not performed according to the Contract, it the State may withhold payment in whole or in part pending resolution of the Breachperformance issue, provided that UConn Health DOIT notifies the Contractor in writing prior to the date that the payment would have been due to Contractorin accordance with the Payment section of these Terms and Conditions. Contractor agrees to promptly reimburse UConn Health For notice purposes, a lesser payment period shall not apply. If a cash discount for costsprompt payment is invoiced, losses or expenses associated with cover purchases made by UConn Health the withholding of payments as provided for in this section shall not deprive the result State of Contractor’s Breach. Nothing herein shall be deemed to waive UConn Health’s the right to terminate the Contract pursuant to Section 10take such cash discount.

Appears in 1 contract

Samples: Generator Maintenance Agreement