By the Authority Sample Clauses

By the Authority. The Authority may, by not less than 15 (fifteen) days’ written notice of termination to the Consultant, such notice to be given after the occurrence of any of the events specified in this Clause 2.9.1, terminate this Agreement if: (a) the Consultant fails to remedy any breach hereof or any failure in the performance of its obligations hereunder, as specified in a notice of suspension pursuant to Clause 2.8 hereinabove, within 15 (fifteen) days of receipt of such notice of suspension or within such further period as the Authority may have subsequently granted in writing; (b) the Consultant becomes insolvent or bankrupt or enters into any agreement with its creditors for relief of debt or take advantage of any law for the benefit of debtors or goes into liquidation or receivership whether compulsory or voluntary; (c) the Consultant fails to comply with any final decision reached as a result of arbitration proceedings pursuant to Clause 9 hereof; (d) the Consultant submits to the Authority a statement which has a material effect on the rights, obligations or interests of the Authority and which the Consultant knows to be false; (e) any document, information, data or statement submitted by the Consultant in its Proposals, based on which the Consultant was considered eligible or successful, is found to be false, incorrect or misleading; (f) as the result of Force Majeure, the Consultant is unable to perform a material portion of the Services for a period of not less than 15 (fifteen) days; (g) a situation of conflict of interest as set out in Clause 2.9 of the RFP and Clause 3.2 of this Agreement; (h) the Authority, in its sole discretion and for any reason whatsoever, decides to terminate this Agreement.

By the Authority. Subject to the provisions of Clause 29.8, the Authority may: assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Contracting Body; or novate this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority, provided that where such assignment, novation or other disposal increases the burden of the Supplier’s obligations pursuant to this Framework Agreement, the Supplier shall be entitled to such charges as may be agreed between the Authority and the Supplier to compensate for such additional burdens. Subject to the provisions of Clause 29.8, any change in the legal status of the Authority such that it ceases to be a Contracting Body shall not affect the validity of this Framework Agreement. In such circumstances, this Framework Agreement shall bind and inure to the benefit of any successor body to the Authority. If this Framework Agreement is novated to a body which is not a Contracting Body, or if a successor body which is not a Contracting Body becomes the Authority (in the remainder of this Clause both such bodies are referred to as the (“Transferee”)): the rights of termination of the Authority in Clause 14.9 shall be available, mutatis mutandis, to the Supplier in the event of the financial difficulty of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof with the previous consent in writing of the Supplier (such consent not to be unreasonably withheld or delayed). The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation or disposal made pursuant to Clause 29.6.

By the Authority. The Authority may not assign its rights and obligations hereunder except to another public body of the State which has the power to perform the Authority’s obligations hereunder and which assumes all the Authority’s obligations hereunder either in writing or by operation of law.

By the Authority. Neither the Authority nor any Governmental Authority of or in the Commonwealth shall do any act or thing that will create or permit to exist any Encumbrance (other than a Permitted Authority Encumbrance) against the LMM Airport Facility and shall promptly remove any Encumbrance (other than a Permitted Authority Encumbrance) against the LMM Airport Facility that came into existence as a result of an act of or omission by the Authority or a Person claiming through the Authority. The Authority shall not be deemed to be in default hereunder if the Authority continuously, diligently and in good faith contests any such Encumbrance, or the validity thereof (or causes such contest), by appropriate legal proceedings that shall operate to prevent the foreclosure of any such Encumbrance; provided that the Authority (i) has given advance notification to the Lessee that it is the intent of the Authority to contest the validity or collection thereof or cause such contest and (ii) has given a reasonably satisfactory indemnity to the Lessee or has deposited with the Lessee a Letter of Credit, surety bond consistent (as to form and credit quality of issuer) with the requirements set forth herein for Letters of Credit, cash or Eligible Investment reasonably satisfactory to the Lessee in an amount equal to the amount of the claim or Encumbrance, plus such interest and penalties, court costs or other charges as the Lessee may reasonably estimate to be payable by the Authority at the conclusion of such contest or as is required to provide insurance over any potential Encumbrance; provided, however, that in the event such Letter of Credit, surety bond, cash or Eligible Investment shall be so deposited, the same shall be held until such claim or other Encumbrance shall have been released and discharged and shall thereupon be returned to the Authority, less any amounts expended by the Lessee, if any, to procure such release or discharge, or any loss, cost, damage, reasonable attorneys’ fees or expense incurred by the Lessee, if any, by virtue of the contest of such Encumbrance.

By the Authority. Subject to Section 6.6 (The Authority’s Right to Enter), in the event of an Emergency only, the Authority may, at its option, and in addition to any other remedies that may be available to it under this Agreement, enter, or cause its authorized representatives to enter, the Premises and perform any Maintenance and Repair Work that StadCo has failed to perform in accordance with the terms of this Agreement, such Maintenance and Repair Work and such entry to be as reasonably necessary to address such Emergency. StadCo shall, within thirty (30) days following the Authority’s demand with supporting invoices, pay and reimburse the Authority for the reasonable costs of such Maintenance and Repair Work provided, however, that within thirty (30) days after such payment by StadCo, StadCo may invoke the Alternative Dispute Resolution Procedures with regard to StadCo’s liability for such payment. This Section 7.6(c) (Repairs and Maintenance/Emergency Repairs) shall in no way affect or alter StadCo’s obligations for Maintenance and Repair Work under Section 7.6(a) (Repairs and Maintenance/StadCo’s Obligation) and shall not impose or be construed to impose upon the Authority any obligation for such Maintenance and Repair Work inconsistent with the provisions of this Agreement. The Authority will cause any Maintenance and Repair Work performed by or on behalf of StadCo pursuant to this Section 7.6(c) (Repairs and Maintenance/StadCo’s Obligation) to be prosecuted with reasonable diligence and completed with reasonable dispatch and to be constructed in a good and workmanlike manner in accordance with standard construction practice of improvements similar to the improvements in question. The Authority may, on a pro-rata basis, withdraw funds from the Stadium Authority Capital Projects Fund and the StadCo Capital Projects Fund for any reimbursement of costs incurred pursuant to this Section 7.6(c) (Repairs and Maintenance/StadCo’s Obligation) to the extent necessary should the Authority undertake any Maintenance and Repair Work that are otherwise StadCo’s responsibility under this Agreement provided, however, that within thirty (30) days after the Authority has received reimbursement from the Stadium Authority Capital Projects Fund or the StadCo Capital Projects Fund, StadCo may invoke the Alternative Dispute Resolution Procedures with regard to the Authority’s right to receive such funds from the Stadium Authority Capital Projects Fund or the StadCo Capital Projects Fund.

By the Authority. This Agreement may be canceled by the Authority, with ninety (90) days written notice, without regard to any specific breach of this Agreement by the Lessee, in the event that the Authority, in its sole and absolute discretion determines that the continuation of this Agreement is not in the Authority’s best interests. In this event, the Authority will buy out the Lessee’s investment in completed Additions to the permanent structures of the leased premises made after the execution of this lease, at the appraised value of such Additions, and the Authority shall be no further liability to the Lessee of any kind whatsoever. The appraisal for any Additions shall be arranged and paid for by the Authority. The Authority, may also cancel this Agreement at any time, with no requirement for a buy out of the Lessee’s investment, in the event the Lessee shall: A) Be in arrears in the payment of the whole or any part of the fees and charges due hereunder for a period of ten (10) days after receipt of written notice from the Authority of the failure, or B) Make a general assignment for the benefit of creditors, or C) Abandon the Premises or a substantial part thereof, or D) File a voluntary petition in bankruptcy, or E) Subject to the provisions of Subsection 11.04 herein, fail to repair or replace any Additions or improvements which have been destroyed by fire, explosion, etc., as required of the Lessee, or F) Default in the performance of any of the covenants and conditions required herein by the Lessee, and the default continues for a period of thirty (30) days after receipt of written notice from the Authority. If the default cannot be cured within thirty (30) days, the Lessee shall not be deemed in default if it shall, within the thirty (30) day period, commence performance and thereafter diligently prosecute the same to completion.

By the Authority. The Authority may, by not less than thirty (30) days' written notice of termination to the Agency (except in the event listed in paragraph (e) below, for which there shall be a written notice of not less than sixty (60) days, such notice to be given after the occurrence of any of the events specified in paragraphs (a) through (g) of this Clause GC 3.2.9.1, terminate this Contract. (a) if the Agency fails to remedy a failure in the performance of their obligations hereunder, as specified in a notice of suspension pursuant to Clause GC 3.2.8 hereinabove, within thirty (30) days of receipt of such notice of suspension or within such further period as the Authority may have subsequently approved in writing; (b) if the Agency become insolvent or bankrupt or enter into any agreements with their creditors for relief of debt or take advantage of any law for the benefit of debtors or go into liquidation or receivership whether compulsory or voluntary; (c) if the Agency fails to comply with any final decision reached as a result of arbitration proceedings pursuant to Clause GC 3.8 hereof; (d) if the Agency submits to the Authority a statement which has a material effect on the rights, obligations or interests of the Authority and which the Agency know to be false; (e) if, as the result of Force Majeure, the Agency are unable to perform a material portion of the Services for a period of not less than sixty (60) days; or (f) if the Authority, in its sole discretion and for any reason whatsoever, decides to terminate this Contract. (g) if the Agency, in the judgment of the Authority has engaged in corrupt or fraudulent practices in competing for or in executing the Contract. For the purpose of this clause: o "Corrupt practice" means the offering, giving, receiving or soliciting of anything of value to influence the action of a public official in the selection process or in contract execution.

By the Authority. Each of the Franchise Operators is required by the Authority to enter into this Agreement pursuant to the Franchise Agreement entered into by it or by a holding company of it.

By the Authority. Neither the Borough nor the Authority shall do any act or thing that will create any Encumbrance (other than a Permitted Authority Encumbrance) against the System and shall promptly remove any Encumbrance (other than a Permitted Authority Encumbrance) against the System that came into existence as a result of an act of or omission by the Authority or a Person claiming through the Authority. The Authority shall not be deemed to be in default hereunder if the Authority continuously, diligently and in good faith contests any such Encumbrance, or the validity thereof (or causes such contest), by appropriate legal proceedings that shall operate to prevent the foreclosure of any such Encumbrance; provided that the Authority has given advance notification to the Concessionaire that it is the intent of the Authority to contest the validity or collection thereof or cause such contest.

By the Authority. The Authority may also terminate this Agreement where (a) Manager, or a manager, member, director, or officer of Manager, has been convicted or indicted for any federal or state felony or other crime involving moral turpitude or any federal or state gaming offense, provided, however, that the Authority may not terminate this Agreement based on the conviction or indictment of a member, director, or officer where Manager terminates such individual (or such individual withdraws or resigns, as applicable) within ten days after receiving notice of the conviction or indictment from the Authority; (b) the removal of Manager is required by the NIGC or its Chairman, provided, however, that the Authority shall not so terminate this Agreement and Manager may contest such requirement of the NIGC or its Chairman so long as such contest is in good faith and shall not prevent the Authority from conducting Gaming at the Gaming Facility; or (c) Manager, through a manager, member, director, or officer of Manager, has knowingly and willfully provided materially important false or misleading statements or information to the Authority, provided, however, that the Authority may not terminate this Agreement based on such statements or information provided by a manager, member, director, or officer of Manager or a member of Manager, where Manager terminates such individual (or such individual withdraws or resigns, as applicable) within 30 days after the later of (i) Manager receives written notice from the Authority of such statements or information or (ii) if Manager contests in good faith such statements or information by filing for a proceeding in arbitration in accordance with PARAGRAPH 15.1.1 within such 30 days and terminates such individual (or such individual withdraws or resigns as applicable) within 30 days after the decision of such arbitrator in favor of the Authority. For purposes of this Paragraph "materially important false or misleading statements" means a false or misleading statement that is of such importance and materiality to the operation of the Gaming Enterprise so as to merit termination in the view of a reasonably prudent commercial business person.