Common use of Termination for Cause by Customer Clause in Contracts

Termination for Cause by Customer. CUSTOMER shall have the right at any time to terminate any PSA in whole or in part with respect to the affected Services, effective immediately and without prejudice to any other legal rights to which CUSTOMER may be entitled, upon the occurrence of the following events: (a) PROVIDER becomes subject to any voluntary or involuntary order of any governmental agency prohibiting or materially impairing the performance of any of the Services; (b) if such Services are inadequate, unsatisfactory or substantially not in conformance with the Performance Standards or if PROVIDER’s representations and warranties are materially inaccurate and, upon receipt of notice thereof from CUSTOMER, PROVIDER (i) does not immediately undertake action in good faith to cure such default, and (ii) does not provide to CUSTOMER a preliminary analysis of the root cause of such default and an initial plan to cure such default within ten (10) days of such notice, and (iii) has not agreed with CUSTOMER on a definitive plan to cure such default acceptable to CUSTOMER within thirty (30) days of such notice, and (iv) has not fully cured such default within ninety (90) days of such notice or such longer period as may have been approved by CUSTOMER as part of PROVIDER’s plan to cure such default; (c) if PROVIDER or CUSTOMER, due to the actions of PROVIDER, is administratively cited by any governmental agency for materially violating, or is judicially found to have materially violated, any Law governing the performance of the Services; (d) if a trustee or receiver or similar officer of any court is appointed for PROVIDER or for a substantial part of the property of PROVIDER, whether with or without consent; (e) if bankruptcy, composition, reorganization, insolvency or liquidation proceedings are instituted by or against PROVIDER without such proceedings being dismissed within ninety (90) days from the date of the institution thereof; or (f) a material breach of this Agreement or a PSA by PROVIDER (which shall include a series of non-material or persistent breaches by PROVIDER, that in the aggregate constitute a material breach or have a material and significant adverse impact (i) on the administrative, management, planning, financial reporting or operations functions of CUSTOMER or (ii) on the management of the Services), and, upon receipt of notice thereof from CUSTOMER, PROVIDER (i) does not immediately undertake action in good faith to cure such breach, and (ii) does not provide to CUSTOMER a preliminary analysis of the root cause of such breach and an initial plan to cure such breach within ten (10) days of such notice, and (iii) has not agreed with CUSTOMER on a definitive plan to cure such breach acceptable to CUSTOMER within thirty (30) days of such notice, and (iv) has not fully cured such default within ninety (90) days of such notice or such longer period as may have been approved by CUSTOMER as part of PROVIDER’s plan to cure such breach, provided, that any breach referred to in Section 1.2 shall be fully cured within thirty (30) days of such notice. Within fifteen (15) days of its notice to PROVIDER of its intent to terminate any PSA, in whole or in part, under this Section 8.1, CUSTOMER shall inform PROVIDER as to whether it will exercise its Carve-Out Option (which may only be exercised with respect to all of the outstanding MOAs, as described in Section 1.0 of Exhibit H) and/or whether it will require PROVIDER to provide Services Transfer Assistance for a period not exceeding twenty-four (24) months from the date of such notice. If CUSTOMER fails to do so, CUSTOMER shall not be entitled to exercise its Carve-Out Option and/or require PROVIDER to provide Services Transfer Assistance.

Termination for Cause by Customer. CUSTOMER shall have the right at any time to terminate any PSA in whole or in part with respect to the affected Services, effective immediately and without prejudice to any other legal rights to which CUSTOMER may be entitled, upon the occurrence of the following events: (a) : PROVIDER becomes subject to any voluntary or involuntary order of any governmental agency prohibiting or materially impairing the performance of any of the Services; (b) ; if such Services are inadequate, unsatisfactory or substantially not in conformance with the Performance Standards or if PROVIDER’s representations and warranties are materially inaccurate and, upon receipt of notice thereof from CUSTOMER, PROVIDER (i) does not immediately undertake action in good faith to cure such default, and (ii) does not provide to CUSTOMER a preliminary analysis of the root cause of such default and an initial plan to cure such default within ten (10) days of such notice, and (iii) has not agreed with CUSTOMER on a definitive plan to cure such default acceptable to CUSTOMER within thirty (30) days of such notice, and (iv) has not fully cured such default within ninety (90) days of such notice or such longer period as may have been approved by CUSTOMER as part of PROVIDER’s plan to cure such default; (c) ; if PROVIDER or CUSTOMER, due to the actions of PROVIDER, is administratively cited by any governmental agency for materially violating, or is judicially found to have materially violated, any Law governing the performance of the Services; (d) ; if a trustee or receiver or similar officer of any court is appointed for PROVIDER or for a substantial part of the property of PROVIDER, whether with or without consent; (e) ; if bankruptcy, composition, reorganization, insolvency or liquidation proceedings are instituted by or against PROVIDER without such proceedings being dismissed within ninety (90) days from the date of the institution thereof; or (f) a material breach of this Agreement or a PSA by PROVIDER (which shall include a series of non-material or persistent breaches by PROVIDER, that in the aggregate constitute a material breach or have a material and significant adverse impact (i) on the administrative, management, planning, financial reporting or operations functions of CUSTOMER or (ii) on the management of the Services), and, upon receipt of notice thereof from CUSTOMER, PROVIDER (i) does not immediately undertake action in good faith to cure such breach, and (ii) does not provide to CUSTOMER a preliminary analysis of the root cause of such breach and an initial plan to cure such breach within ten (10) days of such notice, and (iii) has not agreed with CUSTOMER on a definitive plan to cure such breach acceptable to CUSTOMER within thirty (30) days of such notice, and (iv) has not fully cured such default within ninety (90) days of such notice or such longer period as may have been approved by CUSTOMER as part of PROVIDER’s plan to cure such breach, provided, that any breach referred to in Section 1.2 shall be fully cured within thirty (30) days of such notice. Within fifteen (15) days of its notice to PROVIDER of its intent to terminate any PSA, in whole or in part, under this Section 8.1, CUSTOMER shall inform PROVIDER as to whether it will exercise its Carve-Out Option (which may only be exercised with respect to all of the outstanding MOAs, as described in Section 1.0 of Exhibit H) and/or whether it will require PROVIDER to provide Services Transfer Assistance for a period not exceeding twenty-four (24) months from the date of such notice. If CUSTOMER fails to do so, CUSTOMER shall not be entitled to exercise its Carve-Out Option and/or require PROVIDER to provide Services Transfer Assistance.

Termination for Cause by Customer. a. CUSTOMER shall have the right at any time to terminate any PSA in whole or in part with respect to the affected Servicesmay, effective immediately and without prejudice to any other legal rights right or remedy, deem the Contract “terminated for cause” if any Contractor Event of Default is not cured by CONTRACTOR in accordance with Section 41 (a “Termination for Cause”). Such termination for cause shall be deemed effective when written notice is given by CUSTOMER to which CUSTOMER may be entitled, upon the occurrence of the following events: CONTRACTOR (a) PROVIDER becomes subject to and any voluntary or involuntary order of any governmental agency prohibiting or materially impairing the performance of any of the Services; (b) if such Services are inadequate, unsatisfactory or substantially not surety that has given bonds in conformance connection with the Performance Standards or if PROVIDER’s representations Contract) and warranties are materially inaccurate and, upon receipt of notice thereof from CUSTOMER, PROVIDER (i) does not immediately undertake action in good faith CONTRACTOR has failed to cure such default, and within five (ii5) does not provide to CUSTOMER a preliminary analysis of the root cause of such default and an initial plan to cure such default within ten (10) days of such notice, and (iii) has not agreed with CUSTOMER on a definitive plan to cure such default acceptable to CUSTOMER within thirty (30) days of such notice, and (iv) has not fully cured such default within ninety (90) calendar days of such notice of termination for cause. b. CUSTOMER shall give CONTRACTOR (and any surety) notice of such Termination for Cause, but the giving of notice of such termination shall not be a condition precedent or subsequent to the termination's effectiveness. In the event of such longer period as may have been approved by termination, and without limiting any other available remedies, CUSTOMER as part may, at its option: (i) hold CONTRACTOR and its sureties liable in damages for breach of PROVIDER’s plan to cure such defaultthe Contract Documents; (cii) if PROVIDER or CUSTOMER, due notify CONTRACTOR to the actions of PROVIDER, is administratively cited by any governmental agency for materially violatingdiscontinue all Services, or is judicially found to have materially violatedany part thereof, and CONTRACTOR shall discontinue all Services, or any Law governing the performance of the Servicespart thereof, as CUSTOMER may designate; (diii) if a trustee complete the Services, or receiver any part thereof, and charge the expense of completing the Services or similar officer of any court is appointed for PROVIDER or for a substantial part of the property of PROVIDERthereof, whether with or without consentto CONTRACTOR; (eiv) if bankruptcy, composition, reorganization, insolvency require the surety or liquidation proceedings are instituted by sureties to complete the Services and perform all of CONTRACTOR’s obligations under the Contract Documents. c. If CUSTOMER elects to complete all or against PROVIDER without such proceedings being dismissed within ninety (90) days from the date any portion of the institution thereof; or Services as specified in subparagraph (fb) a material breach of this Agreement or a PSA by PROVIDER (which shall include a series of non-material or persistent breaches by PROVIDER, that in the aggregate constitute a material breach or have a material and significant adverse impact (i) on the administrative, management, planning, financial reporting or operations functions of CUSTOMER or (ii) on the management of the Services), and, upon receipt of notice thereof from CUSTOMER, PROVIDER (i) does not immediately undertake action in good faith to cure such breach, and (ii) does not provide to CUSTOMER a preliminary analysis of the root cause of such breach and an initial plan to cure such breach within ten (10) days of such notice, and (iii) has not agreed with above, it may take possession of all materials, New Equipment/Systems, tools, machinery, implements at or near the Premises owned by CONTRACTOR and finish the Services at CONTRACTOR’s expense by whatever means the CUSTOMER on may deem expedient; and CONTRACTOR shall cooperate at its expense in the orderly transfer of the same to a definitive plan to cure such breach acceptable new contractor or to CUSTOMER within thirty (30) days of as directed by CUSTOMER. In such noticecase CUSTOMER shall not be obligated to make any further payments to CONTRACTOR until the Services are completely finished. CUSTOMER shall not be liable for any depreciation, loss or damage to said materials, machinery, implements or tools during said use and (iv) has not fully cured such default within ninety (90) days of such notice or such longer period as may have been approved by CUSTOMER as part of PROVIDER’s plan to cure such breach, provided, that any breach referred to in Section 1.2 CONTRACTOR shall be fully cured solely responsible for their removal from the Premises after CUSTOMER has no further use for them. Unless so removed within thirty (30) days of such notice. Within fifteen (15) calendar days of its after notice to PROVIDER of its intent to terminate any PSA, in whole or in part, under this Section 8.1, CUSTOMER shall inform PROVIDER as to whether it will exercise its Carve-Out Option (which may only be exercised with respect to all of the outstanding MOAs, as described in Section 1.0 of Exhibit H) and/or whether it will require PROVIDER to provide Services Transfer Assistance for a period not exceeding twenty-four (24) months from the date of such notice. If CUSTOMER fails CONTRACTOR to do so, they may be sold at public auction, after publication of notice thereof at least twice in any newspaper published in the county where the Services are being performed, and the proceeds credited to CONTRACTOR’s account; or they may, at the option of CUSTOMER, be stored at CONTRACTOR’s expense subject to a lien for the storage charges. d. Damages and expenses incurred under subparagraph (b) above shall include, but not be limited to, costs for any extra services required by the CUSTOMER or its consultants, in the opinion of the CUSTOMER, to successfully inspect and administer the Contract through final completion of the Services. e. Expenses charged under subparagraph (b) above may be deducted and paid by CUSTOMER out of any moneys then due or to become due CONTRACTOR hereunder. f. All sums, damages, and expenses incurred by CUSTOMER to complete the Services shall not be charged to CONTRACTOR. In case the damages and expenses charged are less than the sum that would have been payable under this Contract if the same had been completed by CONTRACTOR, CONTRACTOR shall be entitled to exercise its Carve-Out Option and/or require PROVIDER receive the difference. In case such expenses shall exceed the said sum, CONTRACTOR shall pay the amount of the excess to provide CUSTOMER. g. In the event of a Termination for Cause by CUSTOMER, CONTRACTOR shall only be entitled to payment for Services Transfer Assistanceperformed prior to the effective date of the termination. The amount of such termination payment shall be calculated in accordance with Schedule B-3: Payment Terms, less any damages and costs incurred by CUSTOMER as set forth in this Section 42.2 subparagraphs (b) through (f) above. h. Any payment to CONTRACTOR provided for herein shall be considered to fully compensate CONTRACTOR for all claims and expenses and those of any consultants, Subcontractors, and suppliers, directly or indirectly attributable to the termination, including any claims for lost profits.

Termination for Cause by Customer. CUSTOMER shall have the right at any time to terminate any PSA in whole or in part with respect to the affected Services, effective immediately and without prejudice to any other legal rights to which CUSTOMER may be entitled, upon the occurrence of any of the following events: (a) PROVIDER becomes subject to any voluntary or involuntary order of any governmental agency for reasons within PROVIDER’s control prohibiting or materially impairing the performance of any of the Services; (b) if such Services are inadequate, unsatisfactory or substantially not in conformance with the Performance Standards or if PROVIDER’s representations and warranties are materially inaccurate and, upon receipt of notice thereof from CUSTOMER, PROVIDER (i) does not immediately undertake action in good faith to cure develop a work-around for such default, and (ii) does not provide to CUSTOMER a preliminary analysis of the root cause of such default and an initial plan to cure such default within ten (10) days of such notice, and (iii) has not agreed with CUSTOMER on a definitive plan to cure such default acceptable to CUSTOMER prohibition or impairment within thirty (30) days from receiving notice of such notice, and (iv) has not fully cured order from such default within ninety (90) days of such notice or such longer period as may have been approved by CUSTOMER as part of PROVIDER’s plan to cure such defaultgovernmental agency; (cb) if PROVIDER or CUSTOMER, due to the actions of PROVIDER, is administratively cited by any governmental agency for materially violating, or is judicially found to have materially violated, any Law governing the performance of the Services; (dc) if a trustee or receiver or similar officer of any court is appointed for PROVIDER or for a substantial part of the property of PROVIDER, whether with or without consent; (ed) if bankruptcy, composition, reorganization, insolvency or liquidation proceedings are instituted by or against PROVIDER without such proceedings being dismissed within ninety (90) days from the date of the institution thereof; or (fe) a material breach of this Agreement or a PSA (including without limitation a failure of the Services to substantially conform to the Performance Standards) by PROVIDER (which shall include a series that prohibits or materially impairs the performance of non-material the Services or persistent breaches by PROVIDER, that in prohibits or materially impairs the aggregate constitute a material breach or have a material and significant adverse impact (i) reasonably intended benefits CUSTOMER is to receive from the Services based on the administrative, management, planning, financial reporting or operations functions terms of CUSTOMER or (ii) on the management of the Services)this Agreement, and, upon receipt of notice thereof from CUSTOMER, PROVIDER (i) does not immediately undertake action in good faith to cure such breach, and (ii) does not provide to CUSTOMER a preliminary analysis of the root cause of such breach and an initial plan to cure such breach (which shall be prepared in consultation with CUSTOMER) within ten (10) days of such notice, and (iii) has not agreed with provided to CUSTOMER on a definitive plan to cure such breach (which shall be prepared in consultation with and shall be reasonably acceptable to CUSTOMER CUSTOMER) within thirty (30) days of such notice, and (iv) has not fully cured such default within ninety (90) days of such notice or such longer period as may have been approved by CUSTOMER as part of PROVIDER’s plan to cure such breach, provided, that any breach referred to in Section 1.2 shall be fully cured within thirty (30) days of such notice. Notwithstanding the foregoing, CUSTOMER shall not be entitled to terminate a PSA for a material breach if the breach (including a failure to conform to the Performance Standards) is caused primarily by the willful misconduct of CUSTOMER or its agents, or the failure of CUSTOMER to comply with its obligations under this Agreement or a PSA. CUSTOMER must exercise any right to terminate a PSA, in whole or in part, within (12) twelve months from the date that CUSTOMER first becomes aware of the breach giving rise to such right to terminate or CUSTOMER will be deemed to have waived such right to terminate. Within fifteen (15) days of its notice to PROVIDER of its intent to terminate any PSA, in whole or in part, under this Section 8.1, CUSTOMER shall inform PROVIDER as to whether it will exercise its Carve-Out Option (which may only be exercised with respect to all of the outstanding MOAs, as described in Section 1.0 of Exhibit H) and/or whether it will require PROVIDER to provide Services Transfer Assistance for a period not exceeding twenty-four (24) months from the date of such notice. If CUSTOMER fails to do so, CUSTOMER shall not be entitled to exercise its Carve-Out Option and/or require PROVIDER to provide Services Transfer Assistance.