Provisions for Curing Material Breach Sample Clauses

Provisions for Curing Material Breach. A. Specifications:
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Provisions for Curing Material Breach. A. Specifications: 1. In the event the MVEMSA Executive Director determines that there has been a material breach by Contractor of the standards and performances as described in this Agreement, MVEMSA shall give Contractor written notice, by regular mail, , setting forth with reasonable specificity the nature of the material breach. 2. Except where MVEMSA Executive Director reasonably determines that the breach presents an immediate threat to public health and safety requiring an immediate termination of this Agreement, Contractor shall have the right to cure such material breach within thirty (30) days of delivery of such notice (to the extent such matter may reasonably be cured within 30 days) and the reason such material breach endangers the public's health and safety. However, within three business days of receipt of such material breach notice, Contractor shall deliver to MVEMSA, in writing, a plan of action to cure such material breach unless such matter is of such nature that an immediate threat to the public health and safety is present requiring a response within 24 hours of Contractor’s receipt of the material breach notice. If, within MVEMSA’s reasonable determination, Contractor fails to cure such material breach within the period allowed for cure or Contractor fails to deliver the cure plan to MVEMSA in a timely manner, MVEMSA terminate this Agreement and elect to Emergency Takeover as set forth in Section 12.7. 3. Contractor shall not be prohibited from disputing any such finding of material breach through litigation, provided, however that such litigation shall not have the effect of delaying, in any way, the Emergency Takeover. These provisions shall be specifically stipulated and agreed to by both parties as being reasonable and necessary for the protection of public health and safety, and any legal dispute concerning the finding that a material breach has occurred, shall be initiated, and shall take place only after the Emergency Takeover has been completed. 4. Contractor's cooperation with and full support of such Emergency Takeover shall not be construed as acceptance by Contractor of the findings and material breach and shall not in any way jeopardize Contractor's right of recovery should a court later find that the declaration of material breach was made in error. However, failure on the part of Contractor to cooperate fully with MVEMSA to affect a smooth and safe takeover of operations, shall itself constitute a breach of this Agreem...
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Related to Provisions for Curing Material Breach

  • Material Breach A material breach for purposes of this Agreement shall include, but not be limited to:

  • Termination for Material Breach If either Party believes that the other is in breach of its material obligations hereunder, then the non-breaching Party may deliver notice of such breach to the other Party. For all breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have *** days from such notice to dispute or cure such breach, except that in the event the breach is a result of HGS’ breach of its obligations under the first sentence of Section 4.2(b), HGS shall have *** days from such notice to dispute such breach or *** days from such notice to cure such breach. For any *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have *** days from the receipt of the notice to dispute or cure such breach. If the Party receiving notice of breach fails to cure, or fails to dispute, that breach within the applicable period set forth above, then the Party originally delivering the notice of breach may terminate this Agreement effective on written notice of termination to the other Party. If the allegedly breaching Party in good faith disputes such material breach or disputes the failure to cure or remedy such material breach and provides written notice of that dispute to the other Party within the applicable period set forth above, the matter will be addressed under the dispute resolution provisions in Section 14.6, and the notifying Party may not terminate this Agreement until it has been determined under Section 14.6 that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further fails to cure such breach within *** days after the conclusion of that dispute resolution procedure (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party). Notwithstanding this Section 11.2(b), in the event of FivePrime’s uncured material breach of any of its obligations under Section 7.2 or the Co-Promotion Agreement, HGS shall have the right to terminate FivePrime’s rights under Section 7.2 and the Co-Promotion Agreement, and this Agreement shall otherwise continue in full force and effect as if FivePrime had not initiated any Co-Promotion Term for any Product under Section 7.2 and the time period during which FivePrime had the right to initiate such Co-Promotion Term has expired.

  • Termination for a Material Breach Either party may terminate this Agreement for a material breach by the other party. The breaching party will have thirty (30) days from the date of written notice to cure any material breach.

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