Elective Withdrawal Events. Subject to the Parties’ good faith participation in the Pre-Withdrawal Process set forth in Section 16.6, except as provided herein, upon the occurrence of one or more of the following events (each, a “ Potential Elective with Section 16.7:
(a) Mutual agreement of all the Parties;
(b) Any action, or pattern or practice of action, by LSU that is materially inconsistent with the Public Purpose of this Cooperative Endeavor Agreement;
(c) Any final, non-appealable judgment against a Public Party in favor of UMCMC or LCMC that remains unpaid for more than one (1) year from the date of the final judgment;
(d) A Public Party fails to perform or observe any covenant, term or condition of this Agreement to be performed by it which is solely within such Party’s ability to satisfy and which has a Material Adverse Effect on LCMC or UMCMC’s ability to perform its obligations under this CEA; or
(e) A Public Party shall have made any representation or warranty in this Agreement or in any document or certificate which is executed by such Party xxxx xxxx to this Agreement, which is at any time found to have been inaccurate in any material respect at the time such representation or warranty was made and the consequences of such inaccuracy has a Material Adverse Effect on LCMC’s or UMCMC’s ability to perform its obligations under this CEA, provided that inaccuracies that are not the result of intentional misrepresentation, and which inaccuracies are corrected at or prior to the Commencement Date, shall be excused.
(f) LCMC may withdraw as a member of UMCMC, without cause, upon sixty (60) days’ advance written notice to LSU. In determining whether to exercise its without cause withdrawal right, LCMC will act in good faith and with full consideration of the ability of UMCMC to be financially viable and sustainable, which determination will be made by LCMC’s Board of Trustees only after opportunity for consultation and input by LSU and Tulane, pursuant to the Consultative Process, as well as any other academic partners, provided that their curative efforts shall not delay or extend the sixty (60) day period. This Potential Elective Withdrawal Event shall not otherwise be subject to Sections 16.6, 16.8, or 16.9.
Elective Withdrawal Events
