By the District. The District covenants and agrees to indemnify and defend Xxxxxx, and to hold Lessee harmless, from and against any and all losses, claims, suits, damages, and expenses (including reasonable attorneys' fees) arising out of the condition of the Site, including, but not limited to, all costs required to be incurred by Xxxxxx as a result of any condition described in Section 4.G. of this Site Lease, unless the condition is caused or created by Xxxxxx, whether or not known to the District on the date of execution of this Site Lease, or unless such cost is contemplated to be paid by Lessee pursuant to the provisions of the Construction Services Agreement.
By the District. The District represents, warrants, covenants and agrees as a basis for the undertakings on its part contained herein that:
(1) The District is a community improvement district organized and existing under the laws of the State of Missouri, and by proper action has been duly authorized to execute, deliver and perform this Agreement.
(2) To the best of the District’s knowledge, there are no lawsuits either pending or threatened that would affect the ability of the District to perform this Agreement.
By the District i. If Contractor fails to perform their duties or materially breaches any obligation in the Agreement, and the failure or breach is not corrected within five (5) days of receiving written notice from the District, or immediately upon written notice if the District determines the breach cannot be corrected; or
ii. Immediately upon written notice, if the District determines that Contractor made a material misrepresentation in the contracting process or if Contractor becomes unqualified to perform Services for any reason, including, but not limited to, sexual misconduct or other inappropriate conduct with District students or other minors, violation of the law by Contractor, lapse of licensure or failure to clear criminal background check or subsequent disqualifying conviction or District determination that an employment history check for Contractor disqualifies Contractor from providing Services; or
iii. If the District determines to terminate the Agreement in its sole discretion, provided Contractor is given advance written notice of no less than thirty (30) days.
By the District. The District’s right to commence the Claims Resolution Process shall arise at any time following the District’s actual discovery of the circumstances giving rise to the Claim. Nothing contained herein shall preclude the District from asserting Claims in response to a Claim asserted by the Architect. A Statement of Claim submitted by the District shall state the events or circumstances giving rise to the Claim, the dates of their occurrence and the damages or other relief claimed by the District as a result of such events. Notwithstanding the foregoing, the District shall not be able to commence or assert a claim beyond the applicable statute of limitations.
By the District. Without the prior consent of Vendor, which consent shall not be unreasonably withheld, The District shall not (1) assign, transfer or pledge all or any part of this Agreement or software licensed by Vendor, or (2) resell, lease, lend or permit a lien or encumbrance of any kind against the equipment unless The District has obtained title to the equipment free and clear of any Vendor security interest.
By the District. As applied to a termination notice delivered by the District, “Cause” means WANRack’s continuing failure or refusal to perform any material obligation under this Agreement within thirty (30) days after WANRack receives written notice from the District of such failure or refusal.
By the District. As it relates to termination by the District, “for cause” means (i) UPN’s continuing failure or refusal to perform any material obligation under this Agreement, subject to a reasonable cure period or (ii) willful misconduct, embezzlement, or other illegal or unethical acts by UPN. For clarity, upon the termination of this Agreement for cause by UPN, UPN will be entitled to recover as damages all fees that would have been payable to UPN under this Agreement for its full term (i.e., assuming this Agreement had not been terminated early). By executing the Agreement, the District warrants that the District has funds appropriated and available to pay all amounts due hereunder through the end of the District’s current fiscal period. The District further agrees to request all appropriations and funding necessary to pay for the Internet Services for each subsequent fiscal period through the end of the Agreement Term. Pursuant to Section 22-44-115(1) C.R.S., in the event funds are not appropriated, budgeted or otherwise made available, this Agreement shall be terminated on the last day of the period for which funds were appropriated or monies made available for such purposes and the District shall have no further obligation hereunder upon the following conditions: (i) the District has taken all actions necessary to obtain adequate appropriations or funding; (ii) despite the District’s best efforts, funds have not been appropriated and are otherwise unavailable to pay for the Internet Services; and (iii) the District has negotiated in good faith with UPN to develop revised terms, an alternative payment schedule or a new agreement to accommodate the District’s budget. The District must provide UPN thirty (30) days’ written notice of its intent to terminate Internet Services. Termination of the Internet Services for failure to obtain necessary appropriations or funding shall be effective as of the last day for which funds were appropriated or otherwise made available. If the District terminates the Internet Services under this Paragraph, the District agrees as follows: (i) it will pay all amounts due for Internet Services incurred through date of termination, and reimburse all unrecovered non-recurring charges, including actual construction cost to be verified by UPN through the submittal of invoices to the District; and (ii) it will not contract with any other provider for the same or substantially similar services or equipment for a period equal to the original Agre...
By the District. District will make financial oversight, pass through of funds, and program assistance available to Grantee.
By the District. If the District defaults on any obligation under this Agreement for any reason, Bigsby may seek actual damages, but Xxxxxx shall not be entitled to enforce this Agreement through an action for specific performance.
By the District. If the District defaults on any obligation under this Agreement for any reason, Developer may seek actual damages, but Developer shall not be entitled to enforce this Agreement through an action for specific performance.
