Immediate Termination for Cause. CUSTOMER agrees that PROCESSOR may discontinue services to CUSTOMER immediately in the event PROCESSOR reasonably believes that CUSTOMER has failed to comply with the rules and regulations set forth in this Agreement, the Operating Guide, and/or the Rules of Nacha, or otherwise breaches any warranty, obligation, or term of this Agreement or applicable Laws or applicable ODFI or Agency requirement, or engaged in a Change in Control (as hereinafter defined) not approved in advance by PROCESSOR, or at the request of an ODFI, the ACH Operator, Nacha, or an Agency.
Immediate Termination for Cause. ExED may immediately terminate this Agreement in the event it determines that it cannot provide the Services in a professional manner, due to the actions or inaction of the Client with respect to financial controls and management; in such event, ExED will cooperate with Client to transition its duties to Client personnel or another vendor.
Immediate Termination for Cause. ExED may immediately terminate this Agreement in the event it determines that (i) it cannot provide the Services in a timely or professional manner, due to the actions or inaction of the Client with respect to financial controls, management or operations, or (ii) Client has engaged or been accused of engaging in material misconduct inconsistent with ExED’s mission or nonprofit purpose; in such event, ExED will cooperate with Client to transition its duties to Client personnel or another vendor and ExED shall be entitled to payment of its fees and reimbursable expenses for each month ExED is involved with such transition of duties.
Immediate Termination for Cause. Either party may immediately terminate this Agreement by notifying the other party of the termination in writing if the other party becomes insolvent or bankrupt or admits its inability to pay its debts as they mature, or makes an assignment for the benefit of its creditors, or ceases to function as a going concern or to conduct its operations in the normal course of business.
Immediate Termination for Cause. ExED may immediately terminate this SC Agreement in the event it determines that it cannot provide the Services in a professional manner, due to the actions or inaction of a Related Client with respect to financial controls and management; in such event, ExED will cooperate with Related Clients to transition its duties to Client or Related Client personnel or another vendor.
Immediate Termination for Cause. Notwithstanding any other provision in this Agreement:
(1) Contractor’s failure to comply with all terms and conditions set forth in Section (62) (Security CISO Compliance), Exhibit F (County Information User Responsibility Statement for Third Parties) or failure to require such compliance of its officers, employees, contractors and agents (“Contractor’s personnel”) engaged in performance of this Agreement, shall constitute a material breach of this Agreement and the County may immediately terminate this Agreement for cause.
(2) Contractor shall not allow Contractor’s personnel to perform services for the County unless and until its employees sign Exhibit F. If Contractor’s personnel access County Data or County systems without first signing, that will constitute a material breach of this Agreement and the County may immediately terminate this Agreement for cause.
(3) Contractor shall monitor the compliance of Contractor’s personnel with the terms in Section 62 and Exhibit F, and shall notify County no later than 24 hours after Contractor discovers any violations. Contractor’s failure to monitor Contractor’s employees or timely notify the County shall constitute a material breach of this Agreement, and the County may immediately terminate this Agreement for cause. In the event of Immediate Termination for Cause, the rights and obligations in Section 18 (Termination for Cause) apply, except for the thirty (30) day notice period and ten (10) day cure period.
Immediate Termination for Cause. Either party may terminate this Agreement immediately upon written notice to the other in the event of: (1) the liquidation or dissolution of the other party; (2) the making of an assignment of a substantial portion of its assets for the benefit of its creditors; (3) the filing of a voluntary or involuntary petition under any federal or state bankruptcy statute by the other party; or (4) the inability of the other party to pay its debts as they become due;(5) the noncompliance with regulation or law applicable to the noncomplying party.
Immediate Termination for Cause. In addition to any other termination rights under this Contract, the Department may terminate this Contract, in whole or in part, immediately upon notice to Contractor if it is determined that the actions, or failure to act, of Contractor, its agents, employees or subcontractors have caused, or reasonably could cause, jeopardy to health, safety, or property. This Contract may be terminated immediately if the Department determines that Contractor fails to meet the financial requirements established by the Illinois Department of Insurance pursuant to the Health Maintenance Organization Act.
Immediate Termination for Cause. ROI shall have the absolute right at any time, upon written notice to Executive, to terminate Executive immediately for cause upon the happening of any one or more of the following events whether or not any such event also constitutes a material breach of any provision of this Agreement:
(a) Executive's bad faith or gross negligence in the performance of his duties hereunder; Executive's repeated neglect or non-performance of his duties hereunder; Executive's intentional nonperformance of such duties; Executive's intentional malfeasance or willfully poor performance of his duties; any intentional act or omission that the Executive knew or should have known would injure the reputation of ROI; any willful or intentional act, beyond the scope of Executive's duties hereunder, which materially and negatively affects ROI's financial condition; or willful misconduct pertaining to any aspect of Executive's employment with ROI;
(b) Executive's breach of trust or of fiduciary duty (including but not limited to improper disclosure or use of Confidential Information or a Corporate Opportunity), as reasonably determined by the President and/or Board of Directors of ROI;
(c) Executive's fraud, misappropriation, embezzlement or other act of dishonesty (including any misrepresentation made by Executive to ROI during employment or discovery of one made to ROI prior to employment), or conviction of or entering a plea of nolo contendere to any felony or any misdemeanor involving dishonesty, fraud, substance abuse or distribution of controlled substances.
Immediate Termination for Cause. Cleversafe may immediately terminate this Agreement by providing written notice of such termination to End User upon the occurrence of any of the events described below:
(a) End User materially breaches any of the terms or conditions of this Agreement;
(b) End User ceases to exist as a business entity or otherwise terminates or significantly limits its business operations;
(c) End User is liquidated, dissolved, reorganized, merged, sells substantially all of its assets, enters into receivership or changes its management, voting control or corporate form;
(d) End User makes an assignment for the benefit of creditors;
(e) End User is insolvent or unable to pay its debts as they mature in the ordinary course of business, or if there are any proceedings instituted by or against the End User in bankruptcy or under any insolvency laws or for reorganization, receivership or dissolution; or
(f) End User fails to secure or renew any license or permit necessary for the conduct of its business, or if any such license is revoked or suspended for any reason.
