Common use of TERMINATION, BREACH OF AGREEMENT Clause in Contracts

TERMINATION, BREACH OF AGREEMENT. A. The Parties agree that the City may terminate this Agreement with no penalty in writing at any time prior to seven (7) days before the initiation of the pricing of the SWIRFT Bonds, as set forth in Attachment C. B. The City understands and agrees that the City may terminate this Agreement in writing between six (6) days and five (5) days prior to the initiation of the pricing of the SWIRFT Bonds (currently estimated to occur on September 29, 2021) as set forth in Attachment C, provided the City agrees to reimburse the TWDB from lawfully available funds of the City for its proportional share of transaction costs incurred by the TWDB, such as, but not limited to, any fees or costs related to any rating agency, financial advisor, legal counsel, or other similar party or related costs pertaining to the SWIRFT Bonds in an amount not to exceed $29,157 (Transaction Cost Payment). The City shall be obligated to pay such costs to the TWDB no later than March 4, 2022. C. The City understands and agrees that the City may terminate this Agreement in writing within four (4) days prior to the initiation of the pricing of the SWIRFT Bonds as set forth in Attachment C and no later than 9:00 am Central Standard Time on the day before the TWDB Bond Pricing, provided the City agrees to pay to the TWDB from lawfully available funds 1.0 percent of the amount of the commitment authorized in Section 1 of this Agreement (Pre-pricing Termination Payment), and additionally shall reimburse the TWDB from lawfully available funds of the City its Transaction Cost Payment. The City shall be obligated to pay such costs to the TWDB no later than March 4, 2022. The City understands and agrees that termination under this section will result in a total penalty amount of $185,707. D. The City understands and agrees that TWDB would suffer and incur severe and irreparable damages if the City Bonds are not issued and delivered. Failure to issue the City Bonds by the date specified in Attachment C, as contemplated in this Agreement, shall be a breach of this Agreement and the City shall pay, from lawfully available funds of the City, a “Post-pricing Termination Payment” to the TWDB. The Post-pricing Termination Payment shall be an amount equal to 5.0 percent of the amount of the commitment authorized in Section 1 of this Agreement. The City shall pay the Post-pricing Termination Payment to the TWDB no later than March 4, 2022. The City shall also reimburse the TWDB from lawfully available funds of the City, its Transaction Cost Payment, plus the City's proportional share of the underwriters' discount incurred by the TWDB, no later than March 4, 2022. The City understands and agrees that failure by the City to issue the City Bonds by the date specified in Attachment C, will result in a total penalty amount pursuant to this section not to exceed $878,441. The Parties agree that this subsection (Subsection 4D) shall be inapplicable if this Agreement is terminated in accordance subsections 4A, 4B, or 4C above.

TERMINATION, BREACH OF AGREEMENT. A. The Parties agree that the City Borrower may terminate this Agreement with no penalty in writing at any time prior to seven (7) days before the initiation of the pricing of the SWIRFT Bonds, as set forth in Attachment C.C, with no penalty. B. The City Borrower understands and agrees that the City Borrower may terminate this Agreement in writing between six (6) days and five four (54) days prior to the initiation of the pricing of the SWIRFT Bonds (currently estimated to occur on September 2917, 20212018) as set forth in Attachment C, provided the City Borrower agrees to reimburse the TWDB from lawfully available funds of the City Borrower for its proportional share of transaction costs incurred by the TWDB, such as, but not limited to, any fees or costs related to any rating agency, financial advisor, legal counsel, or other similar party or related costs pertaining to the SWIRFT Bonds in an amount not to exceed $29,157 4,388 (Transaction Cost Payment). The City Borrower shall be obligated to pay such costs to the TWDB no later than March 41, 20222019. C. The City Borrower understands and agrees that the City Borrower may terminate this Agreement in writing within four three (43) days prior to the initiation of the pricing of the SWIRFT Bonds as set forth in Attachment C and no later than 9:00 am Central Standard Time on the day before the TWDB Bond Pricing, provided the City Borrower agrees to pay to the TWDB from lawfully available funds 1.0 percent of the amount of the commitment authorized in Section 1 of this Agreement to the TWDB (Pre-pricing Termination Payment), and additionally shall reimburse the TWDB from lawfully available funds of the City Borrower its Transaction Cost Payment. The City Borrower shall be obligated to pay such costs to the TWDB no later than March 41, 20222019. The City Borrower understands and agrees that termination under this section will result in a total penalty amount of $185,70792,088. D. The City Borrower understands and agrees that TWDB would suffer and incur severe and irreparable damages if the City TWDB Bond Pricing occurs and Borrower Bonds are not issued and delivered. Failure If the TWDB Bond Pricing occurs and Borrower fails to issue the City Borrower Bonds by the date specified in Attachment C, as contemplated in this Agreement, it shall be a breach of this Agreement and the City Borrower shall pay, from lawfully available funds of the CityBorrower, a “Post-pricing Termination Payment” to the TWDB. The Post-pricing Termination Payment shall be an amount equal to 5.0 percent of the amount of the commitment authorized in Section 1 of this Agreement. The City Borrower shall be obligated to pay the Post-pricing Termination Payment to the TWDB no later than March 41, 20222019. The City Borrower shall also reimburse the TWDB from lawfully available funds of the CityBorrower, its Transaction Cost Payment, plus the CityBorrower's proportional share of the underwriters' discount incurred by the TWDBdiscount, no later than March 41, 20222019. The City Borrower understands and agrees that failure by the City Borrower to issue the City Borrower Bonds by the date specified in Attachment C, will result in a total penalty amount pursuant to this section not to exceed $878,441. The Parties agree that this subsection (Subsection 4D) shall be inapplicable if this Agreement is terminated in accordance subsections 4A, 4B, or 4C above471,722.

TERMINATION, BREACH OF AGREEMENT. A. The Parties agree that the City Borrower may terminate this Agreement with no penalty in writing at any time prior to seven (7) days before the initiation of the pricing of the SWIRFT Bonds, as set forth in Attachment C.C, with no penalty. B. The City Borrower understands and agrees that the City Borrower may terminate this Agreement in writing between six (6) days and five four (54) days prior to the initiation of the pricing of the SWIRFT Bonds (currently estimated to occur on September 2926, 20212017) as set forth in Attachment C, provided the City Borrower agrees to reimburse the TWDB from lawfully available funds of the City Borrower for its proportional share of transaction costs incurred by the TWDB, such as, but not limited to, any fees or costs related to any rating agency, financial advisor, legal counsel, or other similar party or related costs pertaining to the SWIRFT Bonds in an amount not to exceed $29,157 (Transaction Cost Payment)47,428.25. The City Borrower shall be obligated to pay such costs to the TWDB no later than March 42, 20222018. C. The City Borrower understands and agrees that the City Borrower may terminate this Agreement in writing within four three (43) days prior to the initiation of the pricing of the SWIRFT Bonds as set forth in Attachment C and no later than 9:00 am Central Standard Time on the day before the TWDB Bond Pricing, provided the City Borrower agrees to pay to the TWDB pay, from lawfully available funds of the Borrower, 1.0 percent of the amount of the commitment authorized in Section 1 of this Agreement (Pre-pricing Termination Payment)to the TWDB, and additionally shall reimburse the TWDB TWDB, from lawfully available funds of the City Borrower, for its Transaction Cost Paymentproportional share of transaction costs incurred by the TWDB, such as, but not limited to, any fees or costs related to any rating agency, financial advisor, legal counsel, or other similar party or related costs pertaining to the SWIRFT Bonds. The City full amount to be paid by the Borrower under this Section 4.C. shall not exceed $677,428.25. The Borrower shall be obligated to pay such costs to the TWDB no later than March 42, 2022. The City understands and agrees that termination under this section will result in a total penalty amount of $185,7072018. D. The City Upon execution of the Bond Purchase Agreement relating to the SWIRFT Bonds, the Borrower understands and agrees that TWDB would suffer and incur severe and irreparable damages if the City SWIRFT Bonds are not issued and delivereddelivered according to the terms of such Bond Purchase Agreement. Failure Accordingly, on or after the day of the execution of the Bond Purchase Agreement, the Borrower shall not have the right to terminate this Agreement. If Borrower fails to issue the City Borrower Bonds by the date specified in Attachment C, as contemplated in this Agreement, it shall be a breach of this Agreement and the City Borrower shall pay, from lawfully available funds of the CityBorrower, a “Post-pricing Termination Payment” to the TWDBTWDB within thirty (30) days after the TWDB provides written notice that such amounts are due. The Post-Post- pricing Termination Payment shall be an amount equal to 5.0 percent of the amount of the commitment authorized in Section 1 of this Agreement. The City shall pay the Post-pricing Termination Payment to the TWDB no later than March 4, 2022. The City Borrower shall also reimburse the TWDB from lawfully available funds of the City, Borrower for its Transaction Cost Payment, plus the City's proportional share of the underwriters' discount transaction costs incurred by the TWDB, no later than March 4such as, 2022but not limited to, any fees or costs related to any rating agency, financial advisor, legal counsel, underwriter’s discount, or other similar party or related costs pertaining to the SWIRFT Bonds. The City understands and agrees that failure full amount to be paid by the City to issue the City Bonds by the date specified in Attachment C, will result in a total penalty amount pursuant to Borrower under this section not to exceed $878,441. The Parties agree that this subsection (Subsection 4D) shall be inapplicable if this Agreement is terminated in accordance subsections 4A, 4B, or 4C above.Section

TERMINATION, BREACH OF AGREEMENT. A. The Parties agree that the City Borrower may terminate this Agreement with no penalty in writing at any time prior to seven (7) days before the initiation of the pricing of the SWIRFT Bonds, as set forth in Attachment C.C, with no penalty. B. The City Borrower understands and agrees that the City Borrower may terminate this Agreement in writing between six (6) days and five four (54) days prior to the initiation of the pricing of the SWIRFT Bonds (currently estimated to occur on September 29, 2021) as set forth in Attachment C, provided the City Borrower agrees to reimburse the TWDB from lawfully available funds of the City Borrower for its proportional share of transaction costs incurred by the TWDB, such as, but not limited to, any fees or costs related to any rating agency, financial advisor, legal counsel, or other similar party or related costs pertaining to the SWIRFT Bonds in an amount not to exceed $29,157 74,499 (Transaction Cost Payment). The City Borrower shall be obligated to pay such costs to the TWDB no later than March 4, 2022. C. The City Borrower understands and agrees that the City Borrower may terminate this Agreement in writing within four (4) days prior to the initiation of the pricing of the SWIRFT Bonds as set forth in Attachment C and no later than 9:00 am Central Standard Time on the day before the TWDB Bond Pricing, provided the City Borrower agrees to pay to the TWDB from lawfully available funds 1.0 percent of the amount of the commitment authorized in Section 1 of this Agreement to the TWDB (Pre-pricing Termination Payment), and additionally shall reimburse the TWDB from lawfully available funds of the City Borrower its Transaction Cost Payment. The City Borrower shall be obligated to pay such costs to the TWDB no later than March 4, 2022. The City Borrower understands and agrees that termination under this section will result in a total penalty amount of $185,707474,499. D. The City Borrower understands and agrees that TWDB would suffer and incur severe and irreparable damages if the City Borrower Bonds are not issued and delivered. Failure If the Borrower fails to issue the City Borrower Bonds by the date specified in Attachment C, as contemplated in this Agreement, it shall be a breach of this Agreement and the City Borrower shall pay, from lawfully available funds of the CityBorrower, a “Post-pricing Termination Payment” to the TWDB. The Post-pricing Termination Payment shall be an amount equal to 5.0 percent of the amount of the commitment authorized in Section 1 of this Agreement. The City Borrower shall be obligated to pay the Post-pricing Termination Payment to the TWDB no later than March 4, 2022. The City Borrower shall also reimburse the TWDB from lawfully available funds of the CityBorrower, its Transaction Cost Payment, plus the CityBorrower's proportional share of the underwriters' discount incurred by the TWDB, no later than March 4, 2022. The City Borrower understands and agrees that failure by the City Borrower to issue the City Borrower Bonds by the date specified in Attachment C, will result in a total penalty amount pursuant to this section not to exceed $878,441. The Parties agree that this subsection (Subsection 4D) shall be inapplicable if this Agreement is terminated in accordance subsections 4A, 4B, or 4C above2,244,501.