DEFAULT AND TERMINATION OF AGREEMENT. A. CITY may, through CITY’s Director, terminate this AGREEMENT without cause by giving GRANTEE thirty (30) calendar days’ written notice.
B. Each of GRANTEE’s obligations under this AGREEMENT shall be deemed material. If GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten (10) days advance notice (“Notice Period”) to GRANTEE, specifying GRANTEE’s breach and providing GRANTEE with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event GRANTEE fails to cure or to commence to cure the specified breach within the Notice Period, this AGREEMENT shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this AGREEMENT for which CITY may exercise its right of termination:
1. XXXXXXX’s breach of any of the representations or warranties contained in this AGREEMENT;
2. The occurrence of any of the events set forth in SECTION 5 for suspension or termination of CITY’s payment of the Grant Award.
C. In the event of termination under this SECTION, GRANTEE shall have the following obligations:
1. No later than thirty (30) days following the date of termination GRANTEE shall refund to CITY any unused portion of the Grant Award, except that GRANTEE shall have no obligation to refund to CITY any portion of the Grant Award that was distributed in accordance with the terms of the AGREEMENT. GRANTEE shall also provide CITY with a written report detailing the expenditures, if any, from the Grant Award, including an accounting of its administrative expenses to the date of termination. GRANTEE shall refund to CITY any portion of the Grant Award designated for GRANTEE’s administrative expenses which was not expended as of the date of termination. Nothing in this AGREEMENT shall be deemed to be a waiver of CITY’s right to recover from GRANTEE any portion of the Grant Award that has not been spent in accordance with this AGREEMENT. Upon receipt, GRANTEE will be paid for services performed and reimbursable expenses incurred in compliance with the terms of this AGREEMENT to date of termination, unless other payment terms are explicitly provided in EXHIBIT C.
2. Upon termination, GRANTEE shall immediately deliver t...
DEFAULT AND TERMINATION OF AGREEMENT. 53.1 The Owner may give written notice to the Design-Builder of default under this Agreement if the Design-Builder:
(a) is adjudged bankrupt, makes a general assignment for the benefit of creditors, or a receiver is appointed on account of its insolvency;
(b) abandons the Work;
(c) breaches a material term of this Agreement;
(d) makes a material misrepresentation of a representation or warranty set out in this Agreement;
(e) has delivered a statutory declaration in support of application for a payment under this Agreement that was false or materially inaccurate; or
(f) has made an assignment of this Agreement without the required consent of the Owner.
53.2 If a default occurs, other than a default referred to in Section 53.1(a) or 53.1(b), the Owner may specify in writing a 7 day rectification period within which the Design-Builder will remedy the default. If the nature of such default is that it cannot be corrected within such 7 day period, the Design-Builder will within such period provide the Owner with a schedule acceptable to the Owner for rectification of the default and correct the default in accordance with that schedule.
53.3 If a default referred to in Section 53.1(a) or 53.1(b) occurs or if the Design-Builder does not rectify any other default within the rectification period described in Section 53.2 or in accordance with the schedule acceptable to the Owner, the Owner may without prejudice to any other right or remedy exercise any or all of the following:
(a) suspend all or part of the Work;
(b) terminate the Design-Builder’s right to continue with the Work in whole or in part;
(c) correct the default and deduct the cost thereof from any payment then or thereafter due to the Design-Builder; and
(d) terminate this Agreement.
53.4 If the Owner terminates the right to continue with all or part of the Work or terminates this Agreement pursuant to Section 53.3, the Owner will be entitled to:
(a) take possession of the Work or any part of the Work;
(b) take possession of the Drawings and Specifications and make use of them in accordance with the rights granted under this Agreement;
(c) use construction machinery and equipment, subject to the rights of third parties;
(d) finish the Work or any part of the Work by whatever reasonable method the Owner may consider expedient;
(e) charge the Design-Builder the amount by which the full cost of finishing the Work and a reasonable allowance to cover the cost of corrections to Work performed by the Design- Bu...
DEFAULT AND TERMINATION OF AGREEMENT. A. CITY may, through CITY’s Director, terminate this AGREEMENT without cause by giving GRANTEE thirty (30) calendar days written notice.
B. Each of GRANTEE’s obligations under this AGREEMENT shall be deemed material. If GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten
DEFAULT AND TERMINATION OF AGREEMENT. A. DIRECTOR, terminate this AGREEMENT without cause by notice.
B. GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten (10) days advan providing GRANTEE with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event GRANTEE fails to cure or to commence to cure the specified breach within the Notice Period, this AGREEMENT shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this AGREEMENT for which CITY may exercise its right of termination:
DEFAULT AND TERMINATION OF AGREEMENT. Subject to paragraph 2.6 below, this Agreement shall become null and void, at the option of the non-breaching party, in the event of noncompliance with any material term or deadline set forth in this Agreement if the breaching party fails to fully cure such noncompliance after reasonable written notice and opportunity to cure, provided that all the terms of this Agreement shall remain binding and enforceable regarding construction or development commenced, and any related permits or any use permit in existence at the time of termination of this Agreement.
DEFAULT AND TERMINATION OF AGREEMENT. 14.1 Either party may terminate this Agreement by giving the other party at least 3 months’ written notice.
14.2 If either Party considers the other Party to be in Default of its obligations under this Agreement, that Party shall notify the other Party in writing of the Default, and if appropriate the matter shall be considered by the Parties at a meeting. Both Parties shall make a reasonable effort to agree a joint plan of action to remedy the situation.
14.3 Where, after and despite any action taken in accordance with clause 14.2, either Party still considers the other Party to be in Default, that Party may give the other Party a Default Notice (the “Default Notice”) specifying the Default and giving a reasonable period of time in which the required remedial action is to be taken.
14.4 If either Party is in Default under the Agreement and fails to comply with the remedial action in a Default Notice, the other Party may give notice in writing terminating this Agreement (the "Termination Notice"). A Termination Notice shall take effect four weeks from its date except that where the Council serves a Termination Notice for a material breach not capable of remedy the Termination Notice shall have immediate effect.
14.5 The Council may terminate this Agreement with immediate effect if the Service Provider is subject to an Insolvency Event.
14.6 Termination of this Agreement shall have no effect on the liability of either Party for the payment of any sums arising under this Agreement, or any rights or remedies of either Party already accrued, prior to the date upon which termination takes effect.
14.7 Notwithstanding clause 14.4 the Council may terminate this Agreement by notice having immediate effect and recover from the Service Provider the amount of any loss resulting from such termination if the Service Provider, its Personnel or any person acting on its behalf shall have:
14.7.1 offered, given or agreed to give to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation to this Agreement;
14.7.2 committed any offence under the Prevention of Corruption Acts 1889 to 1916 or the Bribery Act 2010; or
14.7.3 given any fee or reward the receipt of which is an offence under Section 117(2) and (3) of the Local Government Act 1972.
14.8 Where the Council has been served with a notice of discontinuation of funding by the funder or its agents the Council may ter...
DEFAULT AND TERMINATION OF AGREEMENT. 9.1 An Event of Default occurs:
(a) if the Contractor commits any breach of this Agreement or fails to or neglects to perform its obligations under this Agreement;
(b) if an officer, employee or agent of the Contractor commits misconduct including, without limitation, dishonesty in the discharge of his or her obligations to the Contractor;
(c) if the Contractor or an officer, employee or agent of the Contractor refuses to comply with any reasonable instruction or direction given by the Principal;
(d) if a receiver or a receiver and manager is appointed to the undertaking, property or assets of the Contractor or any part thereof;
(e) if the Contractor is placed under official management;
(f) if the Contractor ceases to carry on business or becomes insolvent or a resolution is passed for the winding up of the Contractor or an order is made for the appointment of a liquidator provisionally of the Contractor or for the winding up of the Contractor;
(g) if the Contractor breaches its Constitution (and such breach will or may adversely affect the Contractor’s obligations under this Agreement):
(h) if the Contractor fails to do all things necessary to comply with the Principal’s direction to mitigate the consequences of, or take action to prevent the occurrence or re-occurrence of a Serious Incident in accordance with clause 8, insofar as the Serious Incident is capable of mitigation or rectification;
(i) if the Contractor ceases to be a member of any professional association or body that is required to be maintained for the purposes of providing the Services the subject of this Agreement or, for any reason whatsoever, ceases to be licensed pursuant to a mandatory statutory licensing scheme applicable to the provision of the Services herein, or is served with a notice to show cause as to why the said licence should not be revoked;
(j) if the Contractor breaches any other provision of this Agreement and such breach is not remedied within 10 business days after the Principal serves a notice on the Contractor requiring the breach to be remedied;
(k) if the Principal:
(i) is aware or has reasonable grounds to suspect that the Contractor has committed an offence punishable by imprisonment; and
(ii) reasonably believes that the nature of the offence may adversely affect the provision of the Services or bring the Services or the Principal into disrepute;
(l) if the Contractor fails to comply with clause 25;
(m) if there is “Adverse Information” about the Contractor in a...
DEFAULT AND TERMINATION OF AGREEMENT. A. A-E Default: A-E shall be in default if A-E at any time refuses or neglects to prosecute its work in a timely fashion or in accordance with the Project schedule; or is adjudicated as bankrupt; or commits any act of insolvency; or makes an assignment for the benefit of creditors without Owner’s consent; or fails to make prompt payment to persons furnishing labor, equipment, or materials; or fails in any respect to properly and diligently prosecute its work; or becomes delinquent with respect to contributions or payments required to be made to any employee benefit programs or trust; or otherwise fails to perform fully any and all of the agreements herein contained.
B. Cure: If A-E fails to cure the default within seven (7) days after written notice thereof, Owner may, at its sole option, terminate the Agreement or the Service Order for default and take possession of any documents, files (including electronic files), and other materials prepared or used by A-E in connection with the Project(s) and provide any such work, labor, or materials to another design professional as may be necessary to overcome the default and deduct the cost thereof from any money then due or thereafter to become due to A-E under a Service Order issued under this Agreement.
DEFAULT AND TERMINATION OF AGREEMENT. A. If Project Owner materially fails to perform said Party’s responsibilities under this agreement, or if Project Owner fails to fulfill in a timely and professional manner said Party’s responsibilities under this agreement, or if Project Owner violates any of the terms or provisions of this agreement, then County shall have the right to declare a default upon giving written notice thereof to the defaulting Party. If the Project Owner’s default is not cured within thirty days of receipt of notice of the default, then the County shall have the right to terminate this agreement for cause. Provided that, in the event the default cannot be cured within the thirty-day period, the time to cure the default shall be extended as long as the defaulting Party initiates the cure of the default within the thirty-day period and thereafter diligently prosecutes the cure to completion to the County’s sole determination.
B. County’s right to terminate this agreement may be exercised by County’s Executive Officer, or Health and Human Services Agency (“HHSA”) Director or any HHSA Branch Director designated by the HHSA Director.
C. Should this agreement be terminated, Project Owner, shall promptly provide to County any and all finished and unfinished reports, data, studies, photographs, charts, and other documents required to be delivered to County pursuant to this agreement.
D. The remedies set forth in this agreement in the event of a default are in addition to any remedies otherwise available to the Parties in law or equity, including without limitation an action for specific performance of the County’s obligations set forth herein in the event of a breach or default by said Party of this agreement.
DEFAULT AND TERMINATION OF AGREEMENT. If
(a) Epyx fails to pay the Fee within five (5) days after it becomes due; or (b) Epyx fails to perform or comply with any of the other covenants, conditions or obligations of Epyx under this Agreement within ten (10) days after written notice of such default; (c) Epyx is adjudicated a bankrupt, or there is appointed a permanent receiver in insolvency or permanent trustee in bankruptcy of Epyx and the appointment is not vacated within thirty (30) days, or Epyx makes a general assignment for the benefit of creditors or files a voluntary petition for reorganization under applicable bankruptcy laws; or
