Common use of Termination; Default Clause in Contracts

Termination; Default. 21.1 At any time prior to the Closing Date, this Agreement may be terminated (1) by mutual written consent of AHIT and Northern; (2) by AHIT or Northern if (i) there shall be any order in effect preventing consummation of the transactions contemplated by this Agreement (other than an order sought by any of the parties), or (ii) there shall be any action taken, or any statute, rule, regulation or order enacted, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any governmental entity that makes consummation of the transactions contemplated by this Agreement illegal, or the economic effect of which would be materially and adversely burdensome to any party to this Agreement or, in the case of any Northern Affiliate, or its Northern Members (and the party so burdened may elect to terminate); (3) by Northern if the Closing Date is not on or prior to June 1, 2016; (4) by AHIT, if (i) AHIT’s Board of Directors shall have determined, in its good faith judgment and after consultation with its counsel and advisors, that AHIT has received a Superior Proposal and that it would be in the best interests of AHIT’s Board of Directors, and company as a whole, to pursue such Superior Proposal. 21.2 If this Agreement shall be terminated as provided in Section 21.1, this Agreement shall forthwith become void, and there shall be no liability on the part of any party hereto to any other party, except that nothing set forth herein shall relieve a party hereto from liability for its willful breach of this Agreement or its own costs incurred with respect to costs agreed upon by each party prior to such termination. If this Agreement is terminated, each party hereto agrees to return or destroy all documents and other information received from any other party hereto as soon as practicable after the termination of this Agreement. 21.3 Notwithstanding anything contained in this Section 21 or elsewhere in this Agreement to the contrary, if Northern defaults in the performance of any of the obligations of Northern under the Agreement, AHIT shall, as its sole and exclusive remedy, have the right to be paid its Pursuit Costs as liquidated damages and the sole and exclusive remedy of AHIT, with no action for damages other than for its Pursuit Costs.

Termination; Default. 21.1 (a) At any time prior to the Closing Date, this Agreement may be terminated (1) by mutual written consent of AHIT Royale, the H/SIC General Partners and NorthernH/SIC; (2) by AHIT -45- Royale or Northern the H/SIC General Partners if (iA) there shall be any order order, or any proceedings for the purpose of obtaining such an order, in effect preventing consummation of the transactions contemplated by this Agreement (other than an order sought by any of the parties), or (iiB) there shall be any action taken, or any statute, rule, regulation or order enacted, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any governmental entity that makes consummation of the transactions contemplated by this Agreement illegal, or the economic effect of which would be materially and adversely burdensome to any party to this Agreement or, in the case of any Northern AffiliateH/SIC Partnership, or its Northern Members to the H/SIC Partners of such Partnership (and the party so burdened may elect to terminate); , or (3) by Northern Royale or the H/SIC General Partners if the Closing Date is not on or prior to June 1, 2016; one hundred twenty (4120) by AHIT, if (i) AHIT’s Board days from the date of Directors shall have determined, in its good faith judgment and after consultation with its counsel and advisors, that AHIT has received a Superior Proposal and that it would be in the best interests of AHIT’s Board of Directors, and company as a whole, to pursue such Superior Proposalthis Agreement. 21.2 (b) If this Agreement shall be terminated as provided in Section 21.130(a), this Agreement shall forthwith become void, void and there shall be no liability on the part of any party hereto to any other party, except that nothing set forth herein shall relieve a party hereto from liability for its willful breach of this Agreement or its own costs incurred with respect to costs agreed upon by each party prior to such termination. If this Agreement is terminated, each party hereto agrees to return or destroy all documents and other information received from any other party hereto as soon as practicable after the termination of this Agreement. 21.3 (c) Notwithstanding anything contained in this Section 21 30 or elsewhere in this Agreement to the contrary, (1) if Royale defaults in the performance of any of Royale's obligations under this Agreement, the H/SIC General Partners and H/SIC shall, as their sole and exclusive remedy, have the right either (A) to seek specific performance of this Agreement by Royale, or (B) to be paid One Hundred Fifty Thousand Dollars ($150,000) by Royale, and, upon such election by the H/SIC General Partners and H/SIC, Royale shall pay to the H/SIC General Partners and H/SIC One Hundred Fifty Thousand Dollars ($150,000) as liquidated damages and the sole and exclusive remedy, with no action for damages other than $150,000; (2) if Northern defaults the H/SIC General Partners or H/SIC default in the performance of any of the obligations of Northern the H/SIC General Partners or H/SIC under the Agreement, AHIT Royale shall, as its sole and exclusive remedy, have the right either (A) to seek specific performance of this Agreement by the H/SIC General Partners and H/SIC or (B) to be paid its Pursuit Costs One Hundred Fifty Thousand Dollars ($150,000) by H/SIC General Partners and H/SIC, and, upon such election by Royale, the H/SIC General Partners and H/SIC shall pay to Royale One Hundred Fifty Thousand Dollars ($150,000) as liquidated damages and the sole and exclusive remedy of AHITRoyale, with no action for damages other than for its Pursuit Costs$150,000.

Termination; Default. 21.1 At The Supplier may terminate this Contract immediately and take possession of all Equipment leased under any time prior to lease/Contract upon the Closing Date, this Agreement may be terminated (failure of Customer to; 1) by mutual written consent make rental payments, or any other payments required, within 30 days of AHIT and Northern; (being invoiced, or 2) if Customer is acquired by AHIT or Northern if merges with any other entity unless this Contract is assumed in writing by the new entity and such assumption is agreed to by Supplier; or 3) dissolves or liquidates a substantial part or all of its business or becomes subject to a bankruptcy, receivership, or other similar proceeding filed by or against it, or 4) fails to maintain the Equipment in accordance with the manufacturer’s required maintenance/inspection schedule, or the federal, state or local required maintenance/inspection schedule; 5) fails to operate the Equipment in accordance with the manufacturer’s guidelines (i) there shall be any order which includes exceeding the manufacturer's rated load capacities for the Equipment, or using counter-weights in effect preventing consummation excess of the transactions contemplated by this Agreement manufacturer's specification) or 6) fails to operate the Equipment in accordance with American National Standards Institute (other than an order sought by any of the partiesANSI) including ASME B30.5-2014 (and as amended), or 7) Customer shall fails to perform any other term of this Contract not listed in this section and such failure shall continue for five (ii5) there days after written notice hereof to Customer by Supplier or 8) Customer fails to timely pay the premium, deductible or co-insurance requirements of any policy including any Equipment inland marine policies. Further, If Customer is in default of any item described in item 1 through 8 above, Customer shall be any action taken, or any statute, rule, regulation or order enacted, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any governmental entity that makes consummation of the transactions contemplated by this Agreement illegal, or the economic effect of which would be materially and adversely burdensome to any party to this Agreement or, in the case of any Northern Affiliate, or its Northern Members (and the party so burdened may elect to terminate); (3) by Northern if the Closing Date is not on or prior to June 1, 2016; (4) by AHIT, if (i) AHIT’s Board of Directors shall have determined, in its good faith judgment and after consultation with its counsel and advisors, that AHIT has received a Superior Proposal and that it would be in the best interests of AHIT’s Board of Directors, and company as a whole, to pursue such Superior Proposal. 21.2 If this Agreement shall be terminated as provided in Section 21.1, this Agreement shall forthwith become void, and there shall be no liability on the part of any party hereto to any other party, except that nothing set forth herein shall relieve a party hereto from liability for its willful breach default of this Agreement or its own costs incurred with respect to costs agreed upon by each party prior to such terminationContract. If this Agreement Customer is terminatedin default, each party hereto agrees to return or destroy all documents and other information received from any other party hereto as soon as practicable after the termination of this Agreement. 21.3 Notwithstanding anything contained in this Section 21 or elsewhere in this Agreement to the contrary, if Northern defaults in the performance of any of the obligations of Northern under the Agreement, AHIT shall, as its sole and exclusive remedy, Supplier shall have the right to immediately exercise one or more of the following remedies: a) to declare the entire amount of rent hereunder immediately due and payable, without notice or demand to Customer ; b) to xxx for and recover all rental payments, and other payments, then accrued or thereafter accruing; c) to immediately take possession of the Equipment or to remotely turn off the Equipment so that it cannot be paid its Pursuit Costs used until all defaults are cured, without demand, notice, or legal process, wherever they may be located and Customer hereby waives any and all damages or rights occasioned by such taking of possession, or remote turnoff and any taking of possession shall not constitute a termination of this Contract as liquidated damages to the rights of the Supplier and the sole and exclusive remedy as to any or all items of AHITEquipment, with no action for damages other than for its Pursuit Costs.unless Supplier expressly so notifies Customer in writing;

Termination; Default. 21.1 At any time prior In the event that – 18.1.1 the Lessee shall fail to the Closing Date, this Agreement may be terminated (1) by mutual written consent of AHIT and Northern; (2) by AHIT carry out or Northern if (i) there shall be any order in effect preventing consummation of the transactions contemplated by this Agreement (other than an order sought by comply with any of the parties)terms or conditions of this Lease or shall fail to make any of the payments required under any clause of this Lease, including, without limitation, the Rental, and persist in any such failure for 14 (fourteen) days after the Landlord has given the Lessee written notice requiring such default to be remedied; or 18.1.2 the Lessee shall go into voluntary or (ii) there compulsory liquidation or shall become insolvent or shall call a meeting of its creditors or shall enter into any arrangement or compromise or composition with its creditors; or 18.1.3 the Lessee is expelled from the Xxxxxxxxxxx Rest Student Accommodation and University or otherwise ceases to be a student registered at the University; 18.1.4 then and in such event the Landlord shall be entitled forthwith and without any action taken, further or any statute, rule, regulation or order enacted, promulgated, issued or deemed applicable prior notice to terminate this Lease and reclaim possession of the Leased Premises by written notice to the transactions contemplated by this Agreement by any governmental entity that makes consummation Lessee and without prejudice to all rights of the transactions contemplated Landlord to sue for and recover any payment or moneys due or damages for breach of contract; 18.1.5 The Landlord shall be entitled to retain any payment made by this Agreement illegal, or the economic effect of which would be materially Lessee prior to termination until the actual amount has been determined and adversely burdensome to any party to this Agreement or, in thereupon set off damages against the case amounts so held. Any waiver by the Landlord of any Northern Affiliate, or its Northern Members (and right of termination in terms of clause 17 shall not be deemed in any way to prejudice the party so burdened may elect to terminate); (3) by Northern if the Closing Date is not on or prior to June 1, 2016; (4) by AHIT, if (i) AHITLandlord’s Board of Directors shall have determined, rights in its good faith judgment and after consultation with its counsel and advisors, that AHIT has received a Superior Proposal and that it would be in the best interests of AHIT’s Board of Directors, and company as a whole, to pursue such Superior Proposal. 21.2 If this Agreement shall be terminated as provided in Section 21.1, this Agreement shall forthwith become void, and there shall be no liability on the part respect of any party hereto to any other party, except that nothing set forth herein shall relieve a party hereto from liability for its willful subsequent breach of this Agreement Lease, or its own costs incurred with respect otherwise; 18.1.6 Unless the Landlord has failed to costs agreed provide occupation of the Leased Premises on the Commencement Date or within a reasonable period thereafter, following a written notice by the Lessee to the Landlord requiring occupation, the Lessee shall have no claim, whatsoever, for repayment of the Rental or part thereof paid by the Lessee upon by each party prior to such termination. If this Agreement is terminated, each party hereto agrees to return or destroy all documents and other information received from any other party hereto as soon as practicable after the termination of this Agreement.Lease; 21.3 18.1.7 Notwithstanding anything to the contrary contained in clauses 18.1 and 18.2 above, the Landlord shall not be obliged to give in respect of any period of 12 (twelve) consecutive months during the currency of this Section 21 or elsewhere Lease more than two notices arising from a breach in this Agreement terms of clauses 18.1 and 18.2, and shall thereafter be entitled to the contrary, if Northern defaults remedies set out above without notice in the performance event of any of the obligations of Northern under the Agreement, AHIT shall, as its sole and exclusive remedy, have the right to be paid its Pursuit Costs as liquidated damages and the sole and exclusive remedy of AHIT, with no action for damages other than for its Pursuit Costsfurther breach.

Termination; Default. 21.1 At In the event that: (a) Tenant shall default in the payment of Rent or any time prior other sum herein specified or shall fail to carry and/or maintain the Closing Dateinsurance required hereunder and such default shall continue for ten (10) days after written notice thereof; or (b) Tenant shall default in the observance or performance of any other of Tenant’s covenants, this Agreement may agreements, or obligations hereunder and such default shall not be terminated corrected within thirty (130) by mutual days after written consent notice (or any shorter period, if specified herein); or (c) the occurrence of AHIT and Northern; (2) by AHIT or Northern if any of the following events: (i) there shall be the making by Tenant of any order in effect preventing consummation general arrangement or assignment for the benefit of the transactions contemplated by this Agreement (other than an order sought by any of the parties), or creditors; (ii) there shall be any action taken, Tenant's becoming a "debtor" as defined in 11 U.S.C. §101 or any statute, rule, regulation or order enacted, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any governmental entity that makes consummation of the transactions contemplated by this Agreement illegal, or the economic effect of which would be materially and adversely burdensome to any party to this Agreement orsuccessor statute thereto (unless, in the case of any Northern Affiliatea petition filed against Tenant, or its Northern Members (and the party so burdened may elect to terminatesame is dismissed within 60 days); (3iii) by Northern if the Closing Date appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not on restored to Tenant within thirty (30) days; or prior (iv) the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within thirty (30) days; provided, however, in the event that any provision of this paragraph (c) is contrary to June 1any applicable law, 2016; (4) by AHITsuch provision shall be of no force, if (i) AHIT’s Board and not affect the validity of Directors the remaining provisions. then Landlord shall have determinedthe right thereafter, in its good faith judgment while such default continues, to re-enter and after consultation with its counsel and advisorstake complete possession of the Premises, that AHIT has received a Superior Proposal and that it would be in to declare the best interests Term of AHIT’s Board of Directorsthis Lease ended, and company as a wholeremove Tenant’s effects, to pursue such Superior Proposal. 21.2 If this Agreement shall be terminated as provided in Section 21.1, this Agreement shall forthwith become void, and there shall be no liability on the part of any party hereto without prejudice to any other partyremedy which may be available to Landlord. To the extent permitted by law, except that nothing set forth herein Tenant shall relieve a party hereto from liability for its willful breach indemnify Landlord against all payments which Landlord may incur by reason of this Agreement or its own costs incurred with respect to costs agreed upon by each party prior to such terminationtermination during the residue of the Term. If this Agreement is terminatedTenant shall default after reasonable notice thereof, each party hereto agrees to return or destroy all documents and other information received from any other party hereto as soon as practicable after the termination of this Agreement. 21.3 Notwithstanding anything contained in this Section 21 or elsewhere in this Agreement to the contrary, if Northern defaults in the observance or performance of any conditions or covenants on Tenant’s part to be performed or observed by virtue of any of the provisions of any article of this Lease, Landlord, without being under any obligation to do so and without thereby waiving such default, may remedy such default for the account and at the expense of Tenant. If Landlord makes any expenditures or incurs any obligations for the payment of Northern under the Agreementmoney in connection with Xxxxxx’s default, AHIT shallincluding but not limited to, as its sole and exclusive remedyreasonable attorneys’ fees in instituting, have the right to prosecuting or defending any action or proceeding, such sums paid or obligations incurred shall be paid its Pursuit Costs to Landlord by Xxxxxx as liquidated damages Additional Rent. Without limiting any of Landlord’s rights and the sole remedies hereunder, and exclusive remedy of AHITin addition to all other amounts Tenant is otherwise obligated to pay, with no action for damages other than for its Pursuit Costsit is expressly agreed that Landlord shall be entitled to recover from Tenant all costs and expenses, including reasonable attorneys’ fees, incurred by Landlord in enforcing this Lease from and after Xxxxxx’s default.

Termination; Default. 21.1 At any time prior to the Closing Date, this Agreement may be terminated (1a) by mutual written consent of AHIT and Northern; (2) by AHIT or Northern if (i) there shall be any order in effect preventing consummation of the transactions contemplated by this Agreement (other than an order sought by In any of the parties)following events which shall constitute “events of default,” Lessor shall have the right at Lessor’s election, immediately to terminate this agreement, or to terminate Lessee’s tenancy hereunder: 1. Lessee shall fail to pay rent in the amounts and at the times and in the manner provided herein, and that failure shall continue for sixty (ii60) there or more days after written notice of it shall have been given to Lessee. 2. Lessee shall make an assignment for the benefit of creditors, or shall file a petition in bankruptcy, or shall be any action takenadjudged a bankrupt, and that adjudication be not stayed or vacated within sixty (60) days later, or the interest of Lessee under this agreement shall be levied upon and sold upon execution or shall by operation of law become vested in another person, firm or corporation because of the insolvency of Lessee; or in the event that a receiver or trustee shall be appointed for Lessee or the interest of Lessee under this agreement, and such appointment has not been vacated within sixty (60) days later. 3. Lessee shall vacate or abandon the premises, or any statuteportion thereof, ruleor shall permit them to remain vacant or unoccupied without first obtaining consent of Lessor. 4. Lessee shall fail to observe any other provision of this agreement after sixty (60) days written notice given by Lessor of such failure. In the event of notification of default by Lessor to Lessee, regulation or order enactedLessee shall pay, promulgatedin addition to all arrearages as may exist under the notice of default, issued or deemed applicable the reasonable attorney fees incurred by Lessor in determination of the default and notification to the transactions contemplated by this Agreement by any governmental entity that makes consummation of the transactions contemplated by this Agreement illegal, or the economic effect of which would be materially and adversely burdensome to any party to this Agreement or, in the case of any Northern Affiliate, or its Northern Members (and the party so burdened may elect to terminate); (3) by Northern if the Closing Date is not on or prior to June 1, 2016; (4) by AHIT, if (i) AHIT’s Board of Directors shall have determined, in its good faith judgment and after consultation with its counsel and advisors, that AHIT has received a Superior Proposal and that it would be in the best interests of AHIT’s Board of Directors, and company as a whole, to pursue such Superior Proposaldefaulting Lessee. 21.2 If this Agreement shall be terminated as provided in Section 21.1, this Agreement shall forthwith become void, and there shall be no liability on (b) Upon the part of any party hereto to any other party, except that nothing set forth herein shall relieve a party hereto from liability for its willful breach of this Agreement or its own costs incurred with respect to costs agreed upon by each party prior to such termination. If this Agreement is terminated, each party hereto agrees to return or destroy all documents and other information received from any other party hereto as soon as practicable after the termination of this Agreement. 21.3 Notwithstanding anything contained in this Section 21 or elsewhere in this Agreement to the contrary, if Northern defaults in the performance occurrence of any of the obligations events of Northern uncured, material default specified herein, Lessee's right to possession of the leased premises shall, at the Lessor's option, terminate and Lessee shall surrender possession immediately. In that event Lessee grants to Lessor full license to enter into the premises, or any part of them, to take possession with or without process of law, and to remove Lessee or any other person who may be occupying the premises, or any part of them, and Lessor may use that force in removing Lessee and that other person as may reasonably be necessary. And Lessor may repossess itself of the premises as of its former estate, but that entry of the premises shall not constitute a trespass or forcible entry or detainer, nor shall it cause a forfeiture of rents due, nor waiver of any agreement or promise in this lease that is to be performed by Lessee. Lessee shall make no claim of any kind against Lessor, its agents and representatives by reason of that termination or any act incident to it. At its option, Lessor may terminate this agreement for any uncorrected default. Lessor may xxx for all damages and rent accrued or accruing under this agreement or arising out of any breach of it. If it so elects, Lessor may pursue any other remedies provided by law for the breach of this agreement or any of its terms or conditions. No right or remedy conferred here on or reserved to Lessor or Lessee is intended to be exclusive of any other right or remedy, and each right and remedy shall be in addition to any other right or remedy given, or now or later existing at law or at equity or by statute. The acceptance of rent by Lessor, whether in a single instance or repeatedly, after it falls due, or after knowledge of any breach of this agreement by Lessee, or the giving or making of any notice or demand, whether according to any statutory provision or not, or any act or series of acts except an express waiver in writing, shall not be construed as a waiver of Lessor's right to act or of any other right here given Lessor, or as an election not to proceed under the Agreementprovisions of this agreement. The obligation of Lessee to pay the rent reserved here during the balance of the term of this agreement shall not be deemed to be waived, AHIT shallreleased or terminated by the service of any sixty (60) day notice, as its sole and exclusive remedyother notice to collect, have demand for possession, or notice that the tenancy here created will be terminated on the date there named, the institution of any action of forcible detainer or ejectment or any judgment for possession that may be rendered in action, or any other act or acts resulting in the termination of Lessee's right to be possession of the leased premises. Lessor may collect any rent due from Lessee, and payment or receipt of that rent shall not waive or affect any notice, demand or suit, or in any manner waive, affect, change, modify or alter any rights or remedies Lessor may have by virtue of this lease agreement. Lessee hereby agrees to pay all reasonable expenses incurred by Lessor in obtaining lawful possession of the leased premises from Lessee, including reasonable attorney fees and costs, and to pay such other expenses as the Lessor may incur in putting the premises in good order and condition as herein provided, and also to pay all other necessary expenses or commissions paid its Pursuit Costs as liquidated damages and by Lessor in re-leasing the sole and exclusive remedy of AHIT, with no action for damages other than for its Pursuit Costspremises.

Termination; Default. 21.1 At 12.1 Unless cancelled at any time prior to the Closing Dateupon mutual agreement of BTO, CANONIE and DCR, upon thirty (30) days written notice, or as otherwise provided for herein, this Agreement may be terminated (1) by mutual written consent of AHIT and Northern; (2) by AHIT or Northern if (i) there the privileges granted hereunder shall be and continue in full force and effect for 25 years from the date of this Agreement, except for BTO's continuing obligations to remove the Trail and restore the Right-of-Way and CANONIE's other property and its other obligations specifically provided in this Agreement. 12.2 This Agreement shall terminate prior to 25 years from the date of this Agreement in the event that for twelve (12) consecutive months BTO shall cease to use the Trail or any order in effect preventing consummation replacement of the transactions contemplated by this Agreement (other than an order sought by any of Trail for the parties)purpose herein stated, or (ii) there at which time the rights granted herein shall be any action taken, or any statute, rule, regulation or order enacted, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any governmental entity that makes consummation of the transactions contemplated by this Agreement illegal, or the economic effect of which would be materially cease and adversely burdensome to any party to this Agreement or, in the case of any Northern Affiliate, or its Northern Members (terminate absolutely and the party so burdened may elect to terminate); (3) by Northern if the Closing Date is not on or prior to June 1, 2016; (4) by AHIT, if (i) AHIT’s Board of Directors shall have determined, in its good faith judgment and after consultation with its counsel and advisors, that AHIT has received a Superior Proposal and that it would be in the best interests of AHIT’s Board of Directors, and company as a whole, to pursue such Superior Proposal. 21.2 If this Agreement shall be terminated as null and void, except for BTO's continuing obligations to remove the Trail and restore the Right-of-Way and CANONIE's other property and its other obligations specifically provided in Section 21.1, this Agreement. 12.3 This Agreement may be modified or terminated prior to 25 years from the date of this Agreement by XXXXXXX and DCR upon six (6) month’s advance written notice to BTO in the event that CANONIE or DCR determines that the Leased Premises are needed by DCR for railroad-related purposes. 12.4 Upon termination of this Agreement, BTO shall forthwith become voidremove the Trail and all of its property, if any, within the time specified in any notice of termination. In effecting such removal, the premises and property of CANONIE shall be restored by BTO to a condition satisfactory to CANONIE and DCR’s Chief Engineer, or his duly authorized representative. If BTO shall fail to make the removal in the manner and time set forth herein, CANONIE or DCR may perform the removal and make said restoration, all at the sole risk, cost and expense of BTO, and there may also dispose of any removed items without the necessity to account for the same or to give further notice to BTO. 12.5 If BTO shall fail to make the required removal, CANONIE shall have the further option to elect and notify BTO that all right, title and interest of BTO in any of its property shall be no liability forfeited and shall vest absolutely in CANONIE as of the date of notice of such election. 12.6 In the event of BTO’s breach of any covenant, condition, payment or other obligation under this Agreement, CANONIE, DCR, its successors and assigns, shall provide BTO with written notice of breach and thirty (30) calendar days in which to cure such breach, except that, if the nature of the breach is such that it cannot be reasonably cured within said thirty (30) day period, BTO shall commence cure within said thirty (30) day period and complete said cure as soon as is reasonably possible, subject to legal requirements imposed on the part BTO by law. Any breach by the BTO which is not cured within the time provided shall entitle CANONIE and DCR to injunctive relief, specific performance and damages, together with such attorney's fees and costs as CANONIE or DCR may incur as a result of any party hereto such breach or the enforcement of XXXXXXX’s and DCR's rights pursuant to any other party, except that nothing set forth herein shall relieve a party hereto from liability for its willful this Agreement. Any uncured breach of this Agreement by BTO, shall constitute cause for termination of this Agreement by CANONIE, and BTO shall immediately discontinue any upgrades or its own costs incurred with respect to costs agreed improvements and/or operation of the Trail upon by each party prior to such termination. If XXXXXXX's exercise of its right to terminate this Agreement is terminated, each party hereto agrees shall not excuse BTO from the fulfillment or satisfaction of any obligation under this Agreement which has accrued prior to return or destroy all documents and other information received from any other party hereto as soon as practicable after the CANONIE's termination of the Agreement or of any obligations which this AgreementAgreement provides shall survive or be performed upon, termination. 21.3 Notwithstanding anything contained 12.7 In the event that BTO shall be guilty of any act or omission in this Section 21 or elsewhere in violation of its obligations under this Agreement and such violation constitutes an imminent hazard to the contraryhealth or safety of persons or property, if Northern defaults or an imminent hazard to DCR's ability to use the railroad facilities located on the Right-of-Way when it has need therefore, such condition shall be deemed an Emergency Default. In such case, CANONIE or DCR shall notify BTO by telephone using the telephone number listed in Appendix B or to other number as BTO shall designate to CANONIE and DCR in writing from time to time and shall promptly follow up such telephonic notification with written confirmation thereof at the performance of any address provided for in Paragraph 27 below; such notifications shall set forth the nature of the obligations of Northern under the AgreementEmergency Default and shall demand that BTO proceed to cure said Emergency Default condition immediately, AHIT shallsubject to limits imposed on it by law. DCR, as at its sole and exclusive remedydiscretion, shall have the right (but not the duty) to bar use of the BTO until the Emergency Default is corrected. If BTO fails or refuses to proceed to immediately cure such Emergency Default condition, CANONIE or DCR shall be paid its Pursuit Costs as liquidated damages entitled to itself proceed to cure such Emergency Default condition and to collect the sole and exclusive remedy of AHIT, with no action for damages other than for its Pursuit Costsreasonable costs thereof from BTO or terminate this Agreement immediately.

Termination; Default. 21.1 At 12.1 Unless cancelled at any time prior to the Closing Dateupon mutual agreement of BTO, CANONIE and DCR, upon thirty (30) days written notice, or as otherwise provided for herein, this Agreement may be terminated (1) by mutual written consent of AHIT and Northern; (2) by AHIT or Northern if (i) there the privileges granted hereunder shall be and continue in full force and effect for 25 years from the date of this Agreement, except for BTO's continuing obligations to remove the Trail and restore the Right-of-Way and CANONIE's other property and its other obligations specifically provided in this Agreement. 12.2 This Agreement shall terminate prior to 25 years from the date of this Agreement in the event that for twelve (12) consecutive months BTO shall cease to use the Trail or any order in effect preventing consummation replacement of the transactions contemplated by this Agreement (other than an order sought by any of Trail for the parties)purpose herein stated, or (ii) there at which time the rights granted herein shall be any action taken, or any statute, rule, regulation or order enacted, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any governmental entity that makes consummation of the transactions contemplated by this Agreement illegal, or the economic effect of which would be materially cease and adversely burdensome to any party to this Agreement or, in the case of any Northern Affiliate, or its Northern Members (terminate absolutely and the party so burdened may elect to terminate); (3) by Northern if the Closing Date is not on or prior to June 1, 2016; (4) by AHIT, if (i) AHIT’s Board of Directors shall have determined, in its good faith judgment and after consultation with its counsel and advisors, that AHIT has received a Superior Proposal and that it would be in the best interests of AHIT’s Board of Directors, and company as a whole, to pursue such Superior Proposal. 21.2 If this Agreement shall be terminated as null and void, except for BTO's continuing obligations to remove the Trail and restore the Right-of-Way and CANONIE's other property and its other obligations specifically provided in Section 21.1, this Agreement. 12.3 This Agreement may be modified or terminated prior to 25 years from the date of this Agreement by CANONIE and DCR upon six (6) month’s advance written notice to BTO in the event that CANONIE or DCR determines that the Leased Premises are needed by DCR for railroad-related purposes. 12.4 Upon termination of this Agreement, BTO shall forthwith become voidremove the Trail and all of its property, if any, within the time specified in any notice of termination. In effecting such removal, the premises and property of CANONIE shall be restored by BTO to a condition satisfactory to CANONIE and DCR’s Chief Engineer, or his duly authorized representative. If BTO shall fail to make the removal in the manner and time set forth herein, CANONIE or DCR may perform the removal and make said restoration, all at the sole risk, cost and expense of BTO, and there may also dispose of any removed items without the necessity to account for the same or to give further notice to BTO. 12.5 If BTO shall fail to make the required removal, CANONIE shall have the further option to elect and notify BTO that all right, title and interest of BTO in any of its property shall be no liability forfeited and shall vest absolutely in CANONIE as of the date of notice of such election. 12.6 In the event of BTO’s breach of any covenant, condition, payment or other obligation under this Agreement, CANONIE, DCR, its successors and assigns, shall provide BTO with written notice of breach and thirty (30) calendar days in which to cure such breach, except that, if the nature of the breach is such that it cannot be reasonably cured within said thirty (30) day period, BTO shall commence cure within said thirty (30) day period and complete said cure as soon as is reasonably possible, subject to legal requirements imposed on the part BTO by law. Any breach by the BTO which is not cured within the time provided shall entitle CANONIE and DCR to injunctive relief, specific performance and damages, together with such attorney's fees and costs as CANONIE or DCR may incur as a result of any party hereto such breach or the enforcement of CANONIE’s and DCR's rights pursuant to any other party, except that nothing set forth herein shall relieve a party hereto from liability for its willful this Agreement. Any uncured breach of this Agreement by BTO, shall constitute cause for termination of this Agreement by CANONIE, and BTO shall immediately discontinue any upgrades or its own costs incurred with respect to costs agreed improvements and/or operation of the Trail upon by each party prior to such termination. If CANONIE's exercise of its right to terminate this Agreement is terminated, each party hereto agrees shall not excuse BTO from the fulfillment or satisfaction of any obligation under this Agreement which has accrued prior to return or destroy all documents and other information received from any other party hereto as soon as practicable after the CANONIE's termination of the Agreement or of any obligations which this AgreementAgreement provides shall survive or be performed upon, termination. 21.3 Notwithstanding anything contained 12.7 In the event that BTO shall be guilty of any act or omission in this Section 21 or elsewhere in violation of its obligations under this Agreement and such violation constitutes an imminent hazard to the contraryhealth or safety of persons or property, if Northern defaults or an imminent hazard to DCR's ability to use the railroad facilities located on the Right-of-Way when it has need therefore, such condition shall be deemed an Emergency Default. In such case, CANONIE or DCR shall notify BTO by telephone using the telephone number listed in Appendix B or to other number as BTO shall designate to CANONIE and DCR in writing from time to time and shall promptly follow up such telephonic notification with written confirmation thereof at the performance of any address provided for in Paragraph 27 below; such notifications shall set forth the nature of the obligations of Northern under the AgreementEmergency Default and shall demand that BTO proceed to cure said Emergency Default condition immediately, AHIT shallsubject to limits imposed on it by law. DCR, as at its sole and exclusive remedydiscretion, shall have the right (but not the duty) to bar use of the BTO until the Emergency Default is corrected. If BTO fails or refuses to proceed to immediately cure such Emergency Default condition, CANONIE or DCR shall be paid its Pursuit Costs as liquidated damages entitled to itself proceed to cure such Emergency Default condition and to collect the sole and exclusive remedy of AHIT, with no action for damages other than for its Pursuit Costsreasonable costs thereof from BTO or terminate this Agreement immediately.

Termination; Default. 21.1 At 6.1 Either Party shall be entitled to terminate without cause this Agreement or any time Statement of Work hereunder on sixty (60) days prior written notice to the other party. Should CUSTOMER exercise its right to terminate a Statement of Work or this Agreement prior to the Closing Datecompletion of such Statement of Work or the Agreement, NOVO will require payment of, and CUSTOMER agrees to pay, the payment for all services provided by NOVO under this Agreement may be terminated up to the end of the sixty (160) termination period. In the event that NOVO elects to terminate this Agreement, NOVO agrees to continue to provide services under any Statement of Work then in effect at the rates set forth in such Statement of Work for a period of 60 calendar days from notice of termination, and as reasonably requested by mutual CUSTOMER at NOVO's then applicable hourly billing rates for a period not to exceed 60 calendar days from the notice of termination to allow for the transition of the services provided by NOVO hereunder to CUSTOMER or a third party. 6.2 The occurrence of any of the following shall constitute an event of default under this Agreement (a) either party shall default in the performance of any of its obligations under this Agreement in any material respect and such default continues for a period of thirty (30) days (or with respect to Novo and its performance-related obligations set forth in Exhibit A-1 for a period of seven (7) business days) after receipt of written consent of AHIT and Northernnotice from the non-defaulting party; (2b) by AHIT either party shall make an assignment for the benefit of creditors, be adjudicated bankrupt, file a voluntary petition in bankruptcy or Northern if a voluntary petition or an answer seeking reorganization, arrangement, readjustment of its debts or for any other relief under Title 11 of the United States code or any successor or other federal or state insolvency law ("Bankruptcy Law"), have filed against it an involuntary petition in bankruptcy or seeking reorganization, arrangement, readjustment of its debts or for any other relief under any Bankruptcy Law, which petition is not discharged within thirty (30) days or shall apply for or permit the appointment of a receiver or trustee for its assets, (c) either party shall have failed to pay any amounts overdue from such party within ten (10) days after receipt of written notice of a default from the other party, or (d) either party is in breach of its respective obligations under Sections 7, 8 or 9 of this Agreement. In the event of the other party's default hereunder, either party may, on written notice to the defaulting party (i) there shall be any order in effect preventing consummation of the transactions contemplated by terminate this Agreement (other than an order sought by any subject to the limitations of the partiesSections 6.3 and 7.3(a)), or (ii) there shall be any action taken, or any statute, rule, regulation or order enacted, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any governmental entity that makes consummation of the transactions contemplated by this Agreement illegal, or the economic effect of which would be materially and adversely burdensome to any party to this Agreement or, in the case of any Northern Affiliate, or its Northern Members (and the party so burdened may elect to terminate); (3) by Northern if the Closing Date is not on withhold any payment or prior to June 1, 2016; (4) by AHIT, if (i) AHIT’s Board of Directors shall have determined, in its good faith judgment and after consultation with its counsel and advisors, that AHIT has received a Superior Proposal and that it would be in the best interests of AHIT’s Board of Directors, and company as a whole, to pursue such Superior Proposal. 21.2 If this Agreement shall be terminated as provided in Section 21.1, this Agreement shall forthwith become void, and there shall be no liability on the part of any party hereto to any other party, except that nothing set forth herein shall relieve a party hereto from liability for its willful breach of this Agreement or its own costs incurred with respect to costs agreed upon by each party prior to such termination. If this Agreement is terminated, each party hereto agrees to return or destroy all documents and other information received from any other party hereto as soon as practicable after the termination of this Agreement. 21.3 Notwithstanding anything contained in this Section 21 or elsewhere in this Agreement to the contrary, if Northern defaults in the performance of any of the obligations of Northern under the Agreement, AHIT shall, as its sole and exclusive remedy, have the right service to be paid its Pursuit Costs as liquidated damages and or performed by the sole and exclusive remedy non-defaulting party hereunder which shall be due or occur after the date of AHITreceipt of such notice by the non-terminating party until such default is cured. The rights afforded the parties under this paragraph will not be deemed to be exclusive, with no action for damages other than for its Pursuit Costsbut shall be in addition to any rights or remedies provided by law.

Termination; Default. 21.1 At any time prior to ‌ In the Closing Date, this Agreement may be terminated (1) by mutual written consent event of AHIT and Northern; (2) by AHIT or Northern if (i) there shall be any order in effect preventing consummation of the transactions contemplated by this Agreement (other than an order sought by any of the parties), or (ii) there shall be any action taken, or any statute, rule, regulation or order enacted, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any governmental entity that makes consummation of the transactions contemplated by this Agreement illegal, or the economic effect of which would be materially and adversely burdensome to any party to this Agreement or, in the case of any Northern Affiliate, or its Northern Members (and the party so burdened may elect to terminate); (3) by Northern if the Closing Date is not on or prior to June 1, 2016; (4) by AHIT, if (i) AHIT’s Board of Directors shall have determined, in its good faith judgment and after consultation with its counsel and advisors, that AHIT has received a Superior Proposal and that it would be in the best interests of AHIT’s Board of Directors, and company as a whole, to pursue such Superior Proposal. 21.2 If this Agreement shall be terminated as provided in Section 21.1, this Agreement shall forthwith become void, and there shall be no liability default on the part of any party hereto to the Lessee in the payment of rents, arrears or any other partycharges required by this Agreement to be paid to the City, except that nothing set forth herein the City shall relieve a party hereto from liability for its willful breach give written notice to the Lessee of such default, and demand the immediate cancellation of this Agreement and full payment of amounts due thereunder, including all arrears and interest thereon. If, within five (5) days after the date the City gives such notice of non-payment, the Lessee has not corrected said default, and paid the delinquent amounts in full, the City may, by written notice to the Lessee, terminate this Agreement and all rights and privileges granted hereby in and to the Leased Premises. This Agreement together with all rights and privileges granted in and to the Leased Premises shall terminate automatically, upon the happening of any one or more of the following events: A. The filing by the Lessee of a voluntary petition in bankruptcy, or any assignment for benefit of creditors of all or any part of the Lessee’s assets; or, B. Any institution of proceedings in bankruptcy against the Lessee; provided, however, that the Lessee may defeat such termination if the petition is dismissed within sixty (60) days after the institution thereof; or C. The filing of a petition requesting a court to take jurisdiction of the Lessee or its own costs incurred assets under the provision of any Federal reorganization act which, if it is an involuntary petition is not dismissed within sixty (60) days after its being filed; or D. The filing of a request for the appointment of a receiver or trustee of the Lessee’s assets by a court of competent jurisdiction, which if the request is not made by the Lessee, is not rejected within sixty (60) days after being made, or the request for the appointment of a receiver or trustee of the Lessee’s assets by a voluntary agreement with respect to costs agreed upon the Lessee’s creditors; or E. The abandonment by each party prior to such termination. If this Agreement is terminated, each party hereto agrees to return or destroy all documents Lessee of the conduct of its authorized business at the Airport and other information received from any other party hereto as soon as practicable after the termination of this Agreement. 21.3 Notwithstanding anything contained in this Section 21 or elsewhere connection, suspension of operations for a period of (60) days will be considered abandonment in this Agreement to the contraryabsence of a satisfactory explanation, if Northern defaults which is accepted in writing by the City; or F. Upon the default by the Lessee in the performance of any covenant or conditions required to be performed by the Lessee, and the failure of the obligations Lessee to remedy such default for a period of Northern under thirty (30) days or such other period as is provided in the Agreement, AHIT shallafter receipt from the City of written notice to remedy the same, as its sole and exclusive remedyexcept default in the payment of any money due the City, the City shall have the right to be paid its Pursuit Costs as liquidated damages cancel this Agreement for such cause by notice to the Lessee. Upon the default by Lessee, and the sole giving of notice of the default and exclusive remedy cancellation by the City as provided for elsewhere herein, the notice of AHITcancellation shall become final; provided, with however, that should the City determine that the Lessee is diligently remedying such default to completion, and so advises the Lessee in writing, said notice of cancellation may be held in abeyance. If, however, the City determines that such default is no longer being diligently remedied to conclusion, the City shall so advise the Lessee in writing, and said notice of cancellation shall no longer be held in abeyance for any reason and shall become final without further notice to the Lessee. The determination of the City in this regard shall in all events be conclusive and binding upon the Lessee. Upon the cancellation or termination of this Agreement for any reason, all rights of the Lessee shall terminate. Failure by the City to take any authorized action upon default by the Lessee of any of the terms, covenants or conditions required to be performed, kept and observed by the Lessee shall not be construed to be, nor act as, a waiver of said default nor of any subsequent default of any of the terms, covenants and conditions contained herein to be performed, kept and observed by the Lessee. Acceptance of rentals by the City from the Lessee, or performance by the City under the terms hereof, for damages other than any period or periods after a default by the Lessee of any of the terms, covenants and conditions herein required to be performed, kept and observed by the Lessee shall not be deemed a waiver or estoppel of any right on the part of the City to cancel this Agreement for its Pursuit Costsany subsequent failure by the Lessee to so perform, keep or observe any said terms, covenants or conditions.

Termination; Default. 21.1 At (a) To the extent permitted by applicable law, and without limitation, the occurrence of any time prior to of the Closing Date, following events shall be considered a material breach of and default by Pandora under this Agreement may be terminated (1) by mutual written consent of AHIT and Northern; (2) by AHIT or Northern if Agreement: (i) there shall be failure by Pandora to make any order Late Payment within the twenty-one (21)-day period described in effect preventing consummation Section 6(e) above; (ii) dissolution of and/or the liquidation of all of the transactions contemplated assets of Pandora or the business unit(s) of Pandora operating and/or distributing the Pandora Services; (iii) the filing of a petition in bankruptcy or insolvency or for an arrangement or reorganization by, for or against Pandora, which is not dismissed within ninety (90) days; (iv) the appointment of a receiver or trustee for all or a portion of the assets of Pandora or the business unit(s) of Pandora operating and/or distributing the Pandora Services, which are not dismissed or removed within ninety (90) days; and (v) Pandora’s assignment of assets for the benefit of creditors, which is not returned or reversed within ninety (90) days. (b) To the extent permitted by this Agreement (other than an order sought by applicable law, and without limitation, the occurrence of any of the parties)following events shall also be considered a material breach of and default by Pandora under this Agreement, or if such breach is not cured within sixty (60) days of notice (pursuant to Section 14(c) below) to Pandora: (i) the breach of any security provision in Section 8 hereof; (ii) there the breach of any warranty or representation of Pandora herein, including without limitation those described in Section 10 hereof; (iii) the breach of any confidentiality provision contained in Section 12 hereof; and (iv) the exploitation of any PUBLISHER Compositions in a manner not permitted hereunder. (c) Upon the occurrence of any of the events described in paragraphs (a) and (b) above, without limiting any other remedy that may be available at law or in equity, whether hereunder or otherwise, PUBLISHER shall be any action taken, or any statute, rule, regulation or order enacted, promulgated, issued or deemed applicable have the right to the transactions contemplated by terminate this Agreement by any governmental entity that makes consummation of the transactions contemplated by this Agreement illegal, or the economic effect of which would be materially and adversely burdensome upon notice to any party to this Agreement or, in the case of any Northern Affiliate, or its Northern Members (and the party so burdened may elect to terminate); (3) by Northern if the Closing Date is not on or prior to June 1, 2016; (4) by AHIT, if (i) AHIT’s Board of Directors shall have determined, in its good faith judgment and after consultation with its counsel and advisors, that AHIT has received a Superior Proposal and that it would be in the best interests of AHIT’s Board of Directors, and company as a whole, to pursue such Superior Proposal. 21.2 If this Agreement shall be terminated Pandora as provided in Section 21.1, this Agreement shall forthwith become void14(c) below, and there all license authority pursuant to any licenses issued hereunder shall be no liability automatically and immediately terminate upon the effective time of such notice without the requirement of any further action on the part of any party hereto PUBLISHER, and PUBLISHER shall be entitled to any other partyretain all monies paid, except that nothing set forth herein shall relieve a party hereto from liability for its willful breach of this Agreement due or its own costs incurred with respect to costs agreed upon by each party prior to such termination. If this Agreement is terminated, each party hereto agrees to return or destroy all documents and other information received from any other party hereto as soon as practicable after the termination of owing under this Agreement. 21.3 Notwithstanding anything contained in this Section 21 or elsewhere in this Agreement to the contrary, if Northern defaults in the performance of any of the obligations of Northern under the Agreement, AHIT shall, as its sole and exclusive remedy, have the right to be paid its Pursuit Costs as liquidated damages and the sole and exclusive remedy of AHIT, with no action for damages other than for its Pursuit Costs.

Termination; Default. 21.1 At The Supplier may terminate this Contract immediately and take possession of all Equipment leased under any time prior to lease/Contract upon the Closing Date, this Agreement may be terminated (failure of Customer to; 1) by mutual written consent make rental payments, or any other payments required, within 30 days of AHIT and Northern; (being invoiced, or 2) if Customer is acquired by AHIT or Northern if merges with any other entity unless this Contract is assumed in writing by the new entity and such assumption is agreed to by Supplier; or 3) dissolves or liquidates a substantial part or all of its business or becomes subject to a bankruptcy, receivership, or other similar proceeding filed by or against it, or 4) fails to maintain the Equipment in accordance with the manufacturer’s required maintenance/inspection schedule, or the federal, state or local required maintenance/inspection schedule; 5) fails to operate the Equipment in accordance with the manufacturer’s guidelines (i) there shall be any order which includes exceeding the manufacturer's rated load capacities for the Equipment, or using counter-weights in effect preventing consummation excess of the transactions contemplated by this Agreement manufacturer's specification) or 6) fails to operate the Equipment in accordance with American National Standards Institute (other than an order sought by any of the partiesANSI) including ASME B30.5-2021 (and as amended), or 7) Customer shall fails to perform any other term of this Contract not listed in this section and such failure shall continue for five (ii5) there days after written notice hereof to Customer by Supplier or 8) Customer fails to timely pay the premium, deductible or co-insurance requirements of any policy including any Equipment inland marine policies. Further, If Customer is in default of any item described in item 1 through 8 above, Customer shall be in default of this Contract. If Customer is in default, Supplier shall have the right to immediately exercise one or more of the following remedies: a) to declare the entire amount of rent hereunder immediately due and payable, without notice or demand to Customer ; b) to sue for and recover all rental payments, and other payments, then accrued or thereafter accruing; c) to immediately take possession of the Equipment or to remotely turn off the Equipment so that it cannot be used until all defaults are cured, without demand, notice, or legal process, wherever they may be located and Customer hereby waives any action takenand all damages or rights occasioned by such taking of possession, or remote turnoff and any taking of possession shall not constitute a termination of this Contract as to the rights of the Supplier and as to any or all items of Equipment, unless Supplier expressly so notifies Customer in writing; d) to terminate this Contract or any other Contract with Customer as to any or all items of Equipment; and e) to pursue any other remedy at law or in equality. Notwithstanding any said repossession, or any statuteother action which Supplier may take, rule, regulation or order enacted, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any governmental entity that makes consummation of the transactions contemplated by this Agreement illegal, or the economic effect of which would be materially and adversely burdensome to any party to this Agreement or, in the case of any Northern Affiliate, or its Northern Members (and the party so burdened may elect to terminate); (3) by Northern if the Closing Date is not on or prior to June 1, 2016; (4) by AHIT, if (i) AHIT’s Board of Directors shall have determined, in its good faith judgment and after consultation with its counsel and advisors, that AHIT has received a Superior Proposal and that it would be in the best interests of AHIT’s Board of Directors, and company as a whole, to pursue such Superior Proposal. 21.2 If this Agreement Customer shall be terminated as provided in Section 21.1, this Agreement shall forthwith become void, and there shall be no liability remain liable for the full performance of all obligations on the part of any party hereto Customer to be performed under this Contract. All such remedies are cumulative, and may be exercised concurrently or separately. If Customer is in default of any other partyContract, except that nothing set forth herein shall relieve a party hereto from liability for its willful breach then Supplier, at Supplier’s sole discretion may hold this and all other Contracts in default and terminate any Contract and take possession of this Agreement or its own costs incurred with respect to costs agreed upon by each party prior to such terminationall Equipment. If Customer appears to be a credit risk, Supplier may terminate this Agreement is terminated, each party hereto agrees to return or destroy all documents Contract and other information received from any other party hereto as soon as practicable after the termination of this Agreement. 21.3 Notwithstanding anything contained in this Section 21 or elsewhere in this Agreement to the contrary, if Northern defaults in the performance of any take possession of the obligations of Northern under the Agreement, AHIT shall, as its sole and exclusive remedy, have the right to be paid its Pursuit Costs as liquidated damages and the sole and exclusive remedy of AHIT, with no action for damages other than for its Pursuit CostsEquipment.

Termination; Default. 21.1 At any time prior Either Party shall have the right to the Closing Date, terminate this Agreement may be terminated (1) by mutual upon giving the other Party written consent of AHIT and Northern; (2) by AHIT or Northern notice if the other Party (i) there shall be fails to make any order in effect preventing consummation payment required hereunder within ten (10) days after receiving notice of nonpayment from the transactions contemplated by this Agreement (other than an order sought by any of the parties)non-defaulting Party, or (ii) there shall be breaches any action takenof its representations and warranties set forth in this Agreement, or (iii) fails to comply with any statutefederal, rulestate or local laws, regulation rules, orders or order enactedordinances, promulgated, issued or deemed applicable regulations that pertain to the transactions contemplated by this Agreement by any governmental entity that makes consummation collection, handling, storage, transportation, processing and/or disposal of the transactions contemplated by this Agreement illegalWaste and Excluded Materials, or the economic effect of which would be materially and adversely burdensome to any party to this Agreement or, in the case of any Northern Affiliate, or its Northern Members (and the party so burdened may elect to terminate); (3iv) by Northern if the Closing Date is not on or prior to June 1, 2016; (4) by AHIT, if (i) AHIT’s Board of Directors shall have determined, in its good faith judgment and after consultation with its counsel and advisors, that AHIT has received a Superior Proposal and that it would be in the best interests of AHIT’s Board of Directors, and company as a whole, to pursue such Superior Proposal. 21.2 If this Agreement shall be terminated as provided in Section 21.1, this Agreement shall forthwith become void, and there shall be no liability on the part of any party hereto to any other party, except that nothing set forth herein shall relieve a party hereto from liability for its willful breach of this Agreement or its own costs incurred with respect to costs agreed upon by each party prior to such termination. If this Agreement is terminated, each party hereto agrees to return or destroy all documents and other information received from any other party hereto as soon as practicable after the termination of this Agreement. 21.3 Notwithstanding anything contained in this Section 21 or elsewhere in this Agreement to the contrary, if Northern defaults in the performance of any other material obligation of the obligations of Northern defaulting Party under this Agreement and fails to cure such default within thirty (30) days after receiving written notice thereof from the Agreementnon-defaulting Party, AHIT shallprovided, as its sole and exclusive remedythat, with regard to defaults identified in clauses (iii) or (iv) above, in the event [ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT the defaulting Party shows cause why it should be entitled to reasonable additional time to cure the default, the non-defaulting Party shall allow such additional time. In addition, Owner shall have the right to be paid its Pursuit Costs terminate this Agreement upon ninety (90) days’ written notice to Supplier if the laws, regulations or orders of any governmental body having jurisdiction over Owner prohibit Owner from operating the Facility as liquidated damages and the sole and exclusive remedy of AHIT, with no action for damages other than for its Pursuit Costs.contemplated in this Agreement

Termination; Default. 21.1 At (a) Centerra may terminate this Agreement at any time prior without an obligation to the Closing Dateincur further expenditures, this Agreement may be terminated (1) by mutual written consent of AHIT and Northern; (2) by AHIT or Northern if (i) there shall be any order except for those obligations which survive termination as described in effect preventing consummation of the transactions contemplated by this Agreement (other than an order sought by any of the partiesSection 10(c), or (ii) there shall be any action takenby giving Xxxx notice in writing and by assigning and transferring to Xxxx Centerra’s entire, or any statuteright, rule, regulation or order enacted, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any governmental entity that makes consummation of the transactions contemplated by this Agreement illegal, or the economic effect of which would be materially title and adversely burdensome to any party interest in and to this Agreement or, in the case of any Northern Affiliate, or its Northern Members (and the party so burdened may elect to terminate); (3) by Northern if the Closing Date is not on or prior to June 1, 2016; (4) by AHIT, if (i) AHIT’s Board of Directors shall have determined, in its good faith judgment and after consultation with its counsel and advisors, that AHIT has received a Superior Proposal and that it would be in the best interests of AHIT’s Board of Directors, and company as a whole, to pursue such Superior ProposalProperty. 21.2 If this Agreement shall be terminated as provided in Section 21.1, this Agreement shall forthwith become void, and there shall be no liability on the part of any party hereto to any other party, except that nothing set forth herein shall relieve a party hereto from liability for its willful breach of this Agreement or its own costs incurred with respect to costs agreed upon (b) Default by each party prior to such termination. If this Agreement is terminated, each party hereto agrees to return or destroy all documents and other information received from any other party hereto as soon as practicable after the termination of this Agreement. 21.3 Notwithstanding anything contained in this Section 21 or elsewhere in this Agreement to the contrary, if Northern defaults Centerra in the performance of any duty or obligation hereunder shall be grounds for termination of this Agreement by Xxxx. If Centerra commits a default, Xxxx may terminate this Agreement thirty (30) days after giving Centerra notice of default unless within such thirty-day period Centerra (i) gives Xxxx an unequivocal written undertaking to cure the default; (ii) pays any amount then due with interest; and (iii) begins and thereafter diligently pursues to completion best efforts to cure the default. Upon termination by Xxxx for default, Centerra shall assign and transfer to Xxxx Centerra’s entire right, title and interest in and to the Property. (c) No termination contemplated by this Section shall relieve Centerra from any obligation that survives termination of this Agreement, including those described in Sections 5(a) and 5(b) regarding payment of advance royalties and annual rental fees and performance of assessment work and Work Obligation, Section 9(e) relative to acquisition of land after termination, Section 10(d) regarding payment of taxes, Section 11(c) regarding providing a report and copies of Data, Section 12 regarding removal of equipment, Section 7(d)(vii) and Section 13 relative to reclamation, Section 18 regarding confidentiality, and to satisfy any other accrued obligation or liability imposed by this Agreement or by law; nor shall such termination operate as an election of remedies by Xxxx. (d) Upon termination of this Agreement for any reason, taxes shall be apportioned between the parties on a calendar year basis for the remaining portion of the obligations of Northern under calendar year, except that Xxxx shall not be liable for taxes on any tools, equipment, machinery, facilities, or improvements placed upon the Agreement, AHIT shall, as its sole Property unless Centerra fails to remove them within the period specified in Section 12 and exclusive remedy, have the right to be paid its Pursuit Costs as liquidated damages and the sole and exclusive remedy of AHIT, with no action for damages other than for its Pursuit Coststhey become Xxxx’x property.

Termination; Default. 21.1 At any time prior Either Party shall have the right to terminate this Contract if the Closing Dateother Party is adjudged bankrupt or insolvent; if the other Party makes a general assignment for the benefit of its creditors, this Agreement may except as otherwise provide herein; if a trustee or receiver should be terminated (1) by mutual written consent of AHIT and Northern; (2) by AHIT or Northern if (i) there shall be any order in effect preventing consummation appointed on account of the transactions contemplated by other Party’s insolvency or for any of its property; if the other Party files a petition to take advantage of any debtors’ act or to reorganize under bankruptcy or similar laws; hereinabove; the other Party made any representation or warranty in this Agreement Contract that was false or misleading in any material respect when made; or the other Party commits a material violation of any term, condition, or provision of this Contract, which is not cured within fourteen (14) days of receipt of notice of the material violation. Owner shall have the right to terminate this Contract if Contractor is reasonably adjudged to be deficient in the performance of its Services under this Contract at any Site, or if Contractor should fail to make prompt payment (except in the event of a bona fide dispute) to its Subcontractors or for labor, material or equipment, or if a lien is placed on Owner’s property as a result of an act or omission of Contractor, then Owner, without prejudice to any other right or remedy and after giving Contractor at least fourteen (14) days’ written notice and opportunity to cure (other than an order sought by any of the parties), or (ii) there shall be any action taken, or any statute, rule, regulation or order enacted, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any governmental entity that makes consummation of the transactions contemplated by this Agreement illegal, or the economic effect of which would be materially and adversely burdensome to any party to this Agreement or, in the case of insolvency), may terminate this Contract. In such event, Contractor shall be paid a prorated portion of the Fixed Contract Price for the terminated Site(s), this reflecting the percentage of the Services completed to date in accordance with the Scope of Work and the other provisions of this Contract. If Owner fails to pay Contractor any Northern Affiliate, or its Northern Members amount properly due under any invoice within sixty (60) days of submission (and there is no bona fide dispute between the party so burdened may elect Parties as to terminateamounts owed hereunder); , then Contractor may, upon ten (310) by Northern if the Closing Date is not on business days’ notice to Owner, stop performance of all Services hereunder and terminate its obligations under this Contract. Any such stop work or prior to June 1, 2016; (4) by AHIT, if (i) AHIT’s Board of Directors shall have determined, in its good faith judgment and after consultation with its counsel and advisors, that AHIT has received a Superior Proposal and that it would be in the best interests of AHIT’s Board of Directors, and company as a whole, to pursue such Superior Proposal. 21.2 If this Agreement termination shall be terminated as provided in Section 21.1, this Agreement shall forthwith become void, and there shall be no liability on the part of any party hereto without prejudice to any other partyrights, except that nothing set forth herein shall relieve a party hereto from liability for its willful breach powers or remedies of Contractor under this Agreement Contract or its own costs incurred with respect to costs agreed upon by each party prior to such termination. If this Agreement is terminated, each party hereto agrees to return or destroy all documents and other information received from any other party hereto as soon as practicable after the termination of this Agreement. 21.3 Notwithstanding anything contained in this Section 21 or elsewhere in this Agreement to the contrary, if Northern defaults in the performance of any of the obligations of Northern under the Agreement, AHIT shall, as its sole and exclusive remedy, have the right to be paid its Pursuit Costs as liquidated damages and the sole and exclusive remedy of AHIT, with no action for damages other than for its Pursuit Costs.otherwise

Termination; Default. 21.1 At 6.1 Either Party shall be entitled to terminate without cause this Agreement or any time Statement of Work hereunder on sixty (60) days prior written notice to the other party. Should TMS exercise its right to terminate a Statement of Work or this Agreement prior to the Closing Datecompletion of such Statement of Work or the Agreement, NOVO will require payment of, and TMS agrees to pay, the payment for all services provided by NOVO under this Agreement may be terminated up to the end of the sixty (160) by mutual termination period. 6.2 The occurrence of any of the following shall constitute an event of default under this Agreement (a) either party shall default in the performance of any of its obligations under this Agreement in any material respect and such default continues for a period of thirty (30) days after receipt of written consent of AHIT and Northernnotice from the non-defaulting party; (2b) by AHIT either party shall make an assignment for the benefit of creditors, be adjudicated bankrupt, file a voluntary petition in bankruptcy or Northern if a voluntary petition or an answer seeking reorganization, arrangement, readjustment of its debts or for any other relief under Title 11 of the United States code or any successor or other federal or state insolvency law ("Bankruptcy Law"), have filed against it an involuntary petition in bankruptcy or seeking reorganization, arrangement, readjustment of its debts or for any other relief under any Bankruptcy Law, which petition is not discharged within thirty (30) days or shall apply for or permit the appointment of a receiver or trustee for its assets, (c) either party shall have failed to pay any amounts due from such party within ten (10) days after receipt of written notice from the other party, or (d) either party is in breach of its respective obligations under Sections 7, 8 or 9 of this Agreement. In the event of the other party's default hereunder, either party may, on written notice to the defaulting party (i) there shall be any order in effect preventing consummation of the transactions contemplated by terminate this Agreement (other than an order sought by any subject to the limitations of the partiesSections 6.3 and 7.3(a)), or (ii) there shall be any action taken, or any statute, rule, regulation or order enacted, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any governmental entity that makes consummation of the transactions contemplated by this Agreement illegal, or the economic effect of which would be materially and adversely burdensome to any party to this Agreement or, in the case of any Northern Affiliate, or its Northern Members (and the party so burdened may elect to terminate); (3) by Northern if the Closing Date is not on withhold any payment or prior to June 1, 2016; (4) by AHIT, if (i) AHIT’s Board of Directors shall have determined, in its good faith judgment and after consultation with its counsel and advisors, that AHIT has received a Superior Proposal and that it would be in the best interests of AHIT’s Board of Directors, and company as a whole, to pursue such Superior Proposal. 21.2 If this Agreement shall be terminated as provided in Section 21.1, this Agreement shall forthwith become void, and there shall be no liability on the part of any party hereto to any other party, except that nothing set forth herein shall relieve a party hereto from liability for its willful breach of this Agreement or its own costs incurred with respect to costs agreed upon by each party prior to such termination. If this Agreement is terminated, each party hereto agrees to return or destroy all documents and other information received from any other party hereto as soon as practicable after the termination of this Agreement. 21.3 Notwithstanding anything contained in this Section 21 or elsewhere in this Agreement to the contrary, if Northern defaults in the performance of any of the obligations of Northern under the Agreement, AHIT shall, as its sole and exclusive remedy, have the right service to be paid its Pursuit Costs as liquidated damages and or performed by the sole and exclusive remedy non-defaulting party hereunder which shall be due or occur after the date of AHITreceipt of such notice by the non-terminating party until such default is cured. The rights afforded the parties under this paragraph will not be deemed to be exclusive, with no action for damages other than for its Pursuit Costsbut shall be in addition to any rights or remedies provided by law.

Termination; Default. 21.1 28.1 At any time prior to the Closing Date, this Agreement may be terminated (1) by mutual written consent of AHIT AZL and NorthernPOP; (2) by AHIT AZL or Northern POP if (iA) there shall be any order in effect preventing consummation of the transactions contemplated by this Agreement (other than an order sought by any of the parties), or (iiB) there shall be any action taken, or any statute, rule, regulation or order enacted, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any governmental entity that makes consummation of the transactions contemplated by this Agreement illegal, or the economic effect of which would be materially and adversely burdensome to any party to this Agreement or, in the case of any Northern POP Affiliate, or its Northern POP Members (and the party so burdened may elect to terminate); (3) by Northern POP if the Closing Date is not on or prior to June April 1, 20162007; (4) by AHITAZL, if (i) AHITAZL has complied with the provisions of Section 14.7, (ii) AZL’s Board of Directors shall have determined, in its good faith judgment and after consultation with its counsel and advisorsXxxxx Xxxx LLP, that AHIT AZL has received a Superior Proposal and that it would be in the best interests of AHITAZL’s Board of Directors, and company as a whole, shareholders to pursue such Superior Proposal, and (iii) AZL shall have paid to POP, in immediately available funds, the amount contemplated in Section 28.3(b); provided, however, that AZL may not terminate this Agreement pursuant to this Section 28.1(4) until the expiration of five (5) business days after all information regarding the Superior Proposal referenced in this Section 28.1(4) has been delivered to POP as required pursuant to Section 14.7; or (5) by POP, if, after the date hereof, AZL notifies POP pursuant to Section 13.7(iii)(c) that AZL has received an Acquisition Proposal that AZL’s Board of Directors has determined is likely to lead to a Superior Proposal. 21.2 28.2 If this Agreement shall be terminated as provided in Section 21.128.1, this Agreement shall forthwith become void, and there shall be no liability on the part of any party hereto to any other party, except that nothing set forth herein shall relieve a party hereto from liability for its willful breach of this Agreement or its own costs incurred with respect to costs agreed upon by each party prior to such termination. If this Agreement is terminated, each party hereto agrees to return or destroy all documents and other information received from any other party hereto as soon as practicable after the termination of this Agreement. 21.3 28.3 Notwithstanding anything contained in this Section 21 28 or elsewhere in this Agreement to the contrary, (a) subject to (b) hereof, if Northern AZL defaults in the performance of any of the AZL’s obligations of Northern under the this Agreement, AHIT POP shall, as its sole and exclusive remedy, have the right either (A) to seek specific performance of this Agreement by AZL, or (B) terminate the Agreement and receive from AZL an amount equal to its damages, including its Pursuit Costs, and its out-of-pocket expenses incurred in enforcing its rights under this Agreement. (b) if this Agreement is terminated by either party pursuant to Section 28.1(4) or 28.1(5), POP shall have, as its sole and exclusive remedy, the right to be paid by AZL an amount equal to Three Hundred Thousand Dollars ($300,000) plus an amount equal to its Pursuit Costs Costs, and AZL shall pay such amount as liquidated damages and the sole and exclusive remedy of AHITPOP with no action for damages other than such amount. (c) if POP defaults in the performance of any of the obligations of POP under the Agreement, AZL shall, as its sole and exclusive remedy, have the right either (A) to seek specific performance of this Agreement by POP or (B) to be paid Three Hundred Thousand Dollars ($300,000) by POP Members and POP, and, upon such election by AZL, POP shall pay to AZL Three Hundred Thousand Dollars ($300,000) as liquidated damages and the sole and exclusive remedy of AZL, with no action for damages other than for its Pursuit CostsThree Hundred Thousand Dollars ($300,000).