By the County. The County expressly reserves the right to terminate this Covenant, including but not limited to the right to vacate and extinguish the effect of the terms, conditions, covenants and restrictions as it relates to the Subject Property by recording a “Termination of Amended and Restated Deed Restriction Covenant” in the Official Records executed by all of the then Subject Property Owners of the Subject Property and by the County.
By the County. In the event of Contractor’s Breach hereunder, the County may, after giving the Contractor three (3) days’ written notice, terminate this Contract and take possession of the Services. Upon receipt of such notice, Contractor shall cease operations and terminate existing subcontractors and purchase orders to the extent directed in the notice and complete such portions of the Services and take all actions to mitigate any losses and damages arising from the termination, as specified in the notice. Upon termination pursuant to this Section, the Contractor shall be entitled to receive, as full and final compensation for the Services, the Contract Sum attributable to the Services properly performed prior to the effective date of termination to the extent not previously paid and reasonable and necessary termination expenses for demobilization (subject to the County’s receipt of supporting documentation acceptable to the County) and the ratable proportion of the Contractor’s profit earned as of that date, provided, however, that the total amount paid to Contractor pursuant to this Section shall not exceed the Compensation.
By the County. If there is an event of default under this Agreement by the County, the Port will be entitled to seek specific performance of the County’s obligations under this Agreement, and shall further have the right to pursue any other remedies in law or equity.
By the County. The County shall defend, indemnify and hold DEVNET and its Affiliates, and their respective employees, officers, directors, agents, representatives, and shareholders, harmless from and against any third-party claim or suit against DEVNET or any of the foregoing, to the extent such claim or suit arises out of or in connection with an assertion that any County Equipment or County Software, the County Database (or any data contained therein), or any other data, software, documentation, or materials provided or made available by the County to DEVNET in connection with performance under this Agreement, or any use of any of the foregoing in accordance with this Agreement, infringes any copyright, trademark, patent, or other intellectual property or proprietary right, or constitutes a misappropriation of any trade secret. In the event of any such claim or suit: (a) DEVNET shall promptly notify the County in writing of such claim or suit (except that the failure of DEVNET to promptly notify the County shall reduce the County’s obligations of indemnification hereunder only to the extent that the County is prejudiced thereby); (b) the County shall have the sole control of the defense and settlement thereof; and (c) DEVNET shall reasonably cooperate with the County regarding such defense and shall furnish to the County, on request, information reasonably available to DEVNET for such defense. Notwithstanding the foregoing provisions of this Section, the County is in no way authorized to agree to any settlement, compromise, or the like that would require DEVNET to make any payment or that does not fully release DEVNET.
By the County. Except as provided in Article V of this Agreement, the County will not sell, lease, assign, transfer, convey or otherwise dispose of its interest in this Agreement or any portion thereof or interest therein or in the revenues therefrom without the written consent of the Company.
By the County. The County may terminate this Agreement, by written notice to the WIOA Youth Subcontractor, (i) effective upon receipt by the WIOA Youth Subcontractor, because of lack of available funding; or (ii) effective on thirty (30) calendar days’ prior written notice to the WIOA Youth Subcontractor, for the WIOA Youth Subcontractor’s failure to abide by the terms and conditions of this Agreement, inadequate performance (which includes, but is not limited to the WIOA Youth Subcontractor’s failure to reach program enrollment and performance goals), or such other reasons as are determined by the County to be in the best interest of the County or the program.
By the County. As reimbursement for certain capital costs, the County (i) has paid the Trustee the sum of $850,000.00 upon the execution of this Agreement, which amount shall be disbursed by the Trustee to the Company upon the earlier to occur of (A) the final redemption of all Bonds outstanding immediately prior to the Effective Date or (B) thirty (30) days following the Effective Date and (ii) shall pay the Company an additional $850,000.00 on each of July 1, 2005 and 2006.
By the County. The County represents that (i) the County has formally elected to be eligible to grant property tax abatements under Chapter 312 of the Tax Code; (ii) the Reinvestment Zone has been designated and this Agreement has been approved in accordance with Chapter 312 of the Texas Tax Code and the Guidelines and Criteria as both exist on the effective date of this Agreement; (iii) no interest in the Improvements is held, leased, or subleased by a member of the Commissioners Court; (iv) this Agreement was authorized by an order of the Commissioners Court adopted on the date recited above authorizing the County Judge to execute this Agreement on behalf of the County.
By the County. The County shall indemnify, defend, and hold the Conservancy harmless from and against any and all claims and liabilities that may arise due to the County’s breach of any duty expressly assumed by County in this MOU. .
By the County. The County shall indemnify, defend and hold harmless SCE, PG&E and SoCalGas, and their respective successors, assigns, affiliates, subsidiaries, current and future parent companies, officers, directors, agents, and employees, from and against any and all third-party liability (including expenses, claims, losses, damages, liabilities or actions in respect thereof, along with reasonable attorneys’ fees) to the extent caused by the County’s act(s) and/or omissions(s), or by the act(s) and/or omission of its employees, Subcontractors, or agents.
