Common use of Default and Early Termination Clause in Contracts

Default and Early Termination. (A) If either party should fail to perform or be in breach of any of the terms, conditions, agreements, covenants, representations or warranties contained in this Agreement, or anticipatorily breach this Agreement, and such default is not curable, or if such default is curable but remains uncured for a period of 30 days after written notice thereof has been given to the defaulting party, the other party, at its sole election, may immediately terminate this Agreement by written notice thereof to the defaulting party. (B) Notwithstanding the provisions of Section 7(A), Komen may terminate this Agreement immediately due to the occurrence of any one or more of the following events: (i) Grantee implements Project changes without Komen’s prior approval, as required under the “Notifications” Section of the Agreement; (ii) Grantee does not maintain its status as a governmental organization described in Section 170(c)(1) or a nonprofit organization described in Section 501(c)(3) non-profit, tax-exempt status with the Internal Revenue Service; (iii) the Project is not conducted in conformance with applicable laws or, if applicable, any approvals, licenses or certifications required to conduct the Project are not obtained or are suspended or revoked; (iv) Grantee commits a willful breach of this Agreement or Grantee or any Collaborating Organization commits an act of gross negligence or willful misconduct in connection with the Project; (v) Komen has a reasonable good faith basis to believe that Grantee or any of its or its Collaborating Organization’s key employees, directors, officers or agents has committed fraud or any other financial or administrative impropriety; or (vi) Grantee or any Collaborating Organization is debarred from the receipt of federal or state funding. (C) In the event of an early termination due to breach by Grantee under Section 7(A) or an occurrence under Section 7(B), Komen will have no further obligation to provide funding hereunder, and Xxxxxxx immediately will (i) provide Komen with the Final Report due hereunder, which will include all required information available as of the termination date; (ii) reimburse Komen for the full amount of Grant Funds (including any accrued interest) that have been expended in connection with and subsequent to the breach or any of the above occurrences, and (iii) immediately refund all unspent Grant Funds (including any accrued interest) as of the termination date. (D) Notwithstanding the provisions of Sections 7(A), 7(B) and 7(C), Komen may terminate the Agreement immediately and receive full reimbursement of the latest disbursement of Grant Funds plus any additional unspent Grant Funds (including any accrued interest) in the event Komen does not receive a Reporting Requirement when due and/or such Reporting Requirement does not contain all the required information and/or sufficient progress has not been made with respect to the Project as determined by Komen in its sole discretion. (E) The provisions of this Section 7 will not preclude Komen from seeking any other remedies that may be available under this Agreement and applicable law.

Default and Early Termination. (A) If either party should fail to perform or be in breach of any of the terms, conditions, agreements, covenants, representations or warranties contained in this Agreement, or anticipatorily breach this Agreement, and such default is not curable, or if such default is curable but remains uncured for a period of 30 days after written notice thereof has been given to the defaulting party, the other party, at its sole election, may immediately terminate this Agreement by written notice thereof to the defaulting party. (B) Notwithstanding the provisions of Section 7(A), Komen may terminate this Agreement immediately due to the occurrence of any one or more of the following events: (i) Grantee implements Project changes without Komen’s prior approval, as required under the “Notifications” Section of the Agreement; (ii) Grantee does not maintain its status as a governmental organization described in Section 170(c)(1) or a nonprofit organization described in Section 501(c)(3) non-profit, tax-exempt status with the Internal Revenue Service; (iii) the Project is not conducted in conformance with applicable laws or, if applicable, any approvals, licenses or certifications required to conduct the Project are not obtained or are suspended or revoked; (iv) Grantee commits a willful breach of this Agreement or Grantee or any Collaborating Organization commits an act of gross negligence or willful misconduct in connection with the Project; (v) Komen has a reasonable good faith basis to believe that Grantee or any of its or its Collaborating Organization’s key employees, directors, officers or agents has committed fraud or any other financial or administrative impropriety; or (vi) Grantee or any Collaborating Organization is debarred from the receipt of federal or state funding. (C) In the event of an early termination due to breach by Grantee under Section 7(A) or an occurrence under Section 7(B), Komen will have no further obligation to provide funding hereunder, and Xxxxxxx immediately will (i) provide Komen with the Final Report due hereunder, which will include all required information available as of the termination date; (ii) reimburse Komen for the full amount of Grant Funds (including any accrued interest) that have been expended in connection with and subsequent to the breach or any of the above occurrences, and (iii) immediately refund all unspent Grant Funds (including any accrued interest) as of the termination date. (D) Notwithstanding the provisions of Sections 7(A), 7(B) and 7(C), Komen may terminate the Agreement immediately and receive full reimbursement of the latest disbursement of Grant Funds plus any additional unspent Grant Funds (including any accrued interest) in the event Komen does not receive a Reporting Requirement when due and/or such Reporting Requirement does not contain all the required information and/or sufficient progress has not been made with respect to the Project as determined by Komen in its sole discretion. (E) The provisions of this Section 7 will not preclude Komen from seeking any other remedies that may be available under this Agreement and applicable law.or

Default and Early Termination. Either Party may terminate this Agreement on 30 days written notice if: (Ai) If either party should fail the other Party fails to make, when due, any payment required under this Agreement if such failure is not remedied within 3 days after written notice thereof; (ii) any representation or warranty made by such Party herein is false or misleading in any material respect when made or when deemed made or repeated; (iii) the other Party fails to perform or be in breach of any of the terms, conditions, agreements, covenants, representations or warranties contained in this Agreement, or anticipatorily breach material obligation under this Agreement, and such default failure is not curable, excused by Force Majeure or if such default is curable but remains uncured for a period of remedied within 30 days after written notice thereof has been given to the defaulting party, thereof; (iv) the other party, at its sole election, may immediately terminate this Agreement by written notice thereof to Party: (A) makes an assignment or any general arrangement for the defaulting party. benefit of creditors; (B) Notwithstanding files a petition or otherwise authorizes the provisions commencement of Section 7(A)a proceeding under any bankruptcy or similar Law for the protection of creditors, Komen or has such petition filed against it; (C) otherwise becomes bankrupt or insolvent; or (D) is unable to pay its debts as they fall due. We may terminate this Agreement immediately due upon notice to you if you fail to post, maintain or renew collateral. Upon termination, the occurrence of any one or more of the following events: (i) Grantee implements Project changes without Komen’s prior approvalterminating Party will be entitled, as required under its sole and exclusive remedy, to obtain from the “Notifications” Section of the Agreement; (ii) Grantee does not maintain defaulting Party its status as a governmental organization described in Section 170(c)(1) or a nonprofit organization described in Section 501(c)(3) non-profit, tax-exempt status with the Internal Revenue Service; (iii) the Project is not conducted in conformance with applicable laws oractual damages, if applicableany, any approvals, licenses or certifications required to conduct calculated as the Project are not obtained or are suspended or revoked; (iv) Grantee commits a willful breach difference between the projected value of this Agreement to the terminating Party for the remaining Term at the Energy Charge and the value of the same projected quantities of energy for such term at a current market rate, each determined in a commercially reasonable manner. Upon such termination, the non-defaulting Party may setoff, against any amounts owed or Grantee or any Collaborating Organization commits an act of gross negligence or willful misconduct in connection with accrued and payable to the Project; (v) Komen has a reasonable good faith basis to believe that Grantee defaulting Party by the non-defaulting Party or any of its affiliates under this Agreement or its Collaborating Organization’s key employees, directors, officers or agents has committed fraud or under any other financial or administrative impropriety; or (vi) Grantee or any Collaborating Organization is debarred from the receipt of federal or state funding. (C) In the event of an early termination due to breach by Grantee under Section 7(Aagreement(s), instrument(s) or an occurrence under Section 7(Bundertaking(s) (“Other Obligations”), Komen will have no further obligation to provide funding hereunder, and Xxxxxxx immediately will (i) provide Komen with any amounts owed by the Final Report due hereunder, which will include all required information available as of the termination date; (ii) reimburse Komen for the full amount of Grant Funds (including any accrued interest) that have been expended in connection with and subsequent defaulting Party to the breach non-defaulting Party or any of the above occurrences, and (iii) immediately refund all unspent Grant Funds (including any accrued interest) as of the termination date. (D) Notwithstanding the provisions of Sections 7(A), 7(B) and 7(C), Komen may terminate the Agreement immediately and receive full reimbursement of the latest disbursement of Grant Funds plus any additional unspent Grant Funds (including any accrued interest) in the event Komen does not receive a Reporting Requirement when due and/or such Reporting Requirement does not contain all the required information and/or sufficient progress has not been made with respect to the Project as determined by Komen in its sole discretion. (E) The provisions of this Section 7 will not preclude Komen from seeking any other remedies that may be available affiliates under this Agreement or under any Other Obligations provided such setoff will not create a charge or other security interest and applicable is without prejudice and is in addition to any right of setoff, counterclaim, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise).