Material Breach by Contractor. The failure to perform an obligation that Contractor is bound to perform under this Agreement which significantly impacts the State or is so fundamental to the Agreement that Contractor’s failure to perform defeats its purpose.
Material Breach by Contractor. Upon a material breach of this Agreement by Contractor (including without limitation, those described in Section 9.03(c)), which breach shall not have been cured within 60 days after written notice delivered by Continental to Contractor, then for the period from such 60th day until such breach is cured or the Agreement is otherwise terminated by Continental pursuant to Section 9.03, in addition to, and not in limitation of, any recourse or remedy available to Continental at law or in equity, Contractor shall pay to Continental on the 1st and 15th of each month during such period an amount equal to the greater of the Cost Factor and the Prevailing Margin, multiplied by Contractor's aggregate fixed and variable operating costs allocable to Scheduled Flights for the semi-monthly period ending one calendar month prior to the date of such payment; provided, that if the material breach is in respect of any event constituting Cause, the 60-day cure period referenced above shall not apply, and Contractor shall pay such amounts to Continental from the first day of such material breach until such breach is cured or the Agreement is otherwise terminated by Continental pursuant to Section 9.03; and provided further, that in no event shall Contractor be required to pay to Continental under this Section 9.05(a) in respect of any calendar month an amount that is in excess of the aggregate amount received by Contractor from Continental in respect of such calendar month pursuant to Section 3.06 (it being understood that the aggregate amount received by Contractor from Continental in respect of any calendar month shall include any amounts that would have been received but for the set-off of any such amounts by Continental pursuant to Section 11.16).
Material Breach by Contractor. The County may declare Contractor in Material Breach of the Agreement for the following reasons:
15.4.1 Failure of Contractor to maintain a 90% aggregate response time performance level system-wide throughout the exclusive provider area for any three (3) months, which need not be consecutive, during any calendar year;
15.4.2 Failure of Contractor to operate the ambulance service system in a manner which enables County and Contractor to remain in substantial compliance with, and without material deviation from, the requirements of applicable federal and state laws, rules and regulations;
15.4.3 Intentional supplying of false or misleading information; or supplying incomplete information so as to effectively mislead;
15.4.4 Intentional falsification of operational data, including but not limited to dispatch data, patient report data, response time data, financial data, downgrading of presumptive run code designations to enhance Contractor's apparent performance, or falsification or deliberate omission of any other data related to this Agreement;
15.4.5 Unauthorized scaling down of operations to the detriment of required performance;
15.4.6 Failure of Contractor to cooperate with and assist County in a planned takeover of Contractor's operations;
15.4.7 Chronic or repetitive failure to maintain equipment in accordance with this Agreement or good maintenance practices, or to replace equipment in accordance with the equipment replacement policies;
15.4.8 Attempts by Contractor to intimidate or otherwise punish employees who desire to interview with or to sign contingent employment agreements with competing firms during a future Request for Proposal process;
15.4.9 Failure to promptly and properly cure a minor breach after written notice from the County and reasonable opportunity to cure; or
15.4.10 Any failure of performance required by this Agreement and which is determined by the County to constitute a substantial threat to the public health and safety or the EMS System.
Material Breach by Contractor. Upon a material breach of this Agreement by Contractor (including without limitation, those described in Section 8.02(b)), which breach shall not have been cured within 60 days after written notice delivered by Continental to Contractor, then for the period from such 60th day until such breach is cured or the Agreement is otherwise terminated by Continental pursuant to Section 8.02(b), in addition to, and not in limitation of, any recourse or remedy available to Continental at law or in equity, then as consideration for Continental’s forbearance in exercising its termination remedies (the parties having agreed that the value of such forbearance may be difficult to calculate) and without any further action by any party, each item of Base Compensation shall be decreased to an amount equal to such item of Base Compensation (per hour, departure or other unit of measurement, as applicable) divided by [***].
