Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 11 contracts
Samples: Contract Modification, Automated Logic Elite Service Agreement, Contract Modification
Termination for Default. (a) The Authority may, subject 18.1 Contractor shall be considered in material default of the Agreement and such default shall be considered cause for Owner to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the Agreement, in whole or any part of in part, as further set forth in this Contract in either one of the following circumstances:
Section, if Contractor: (1) if the Contractor fails to perform begin the Services Work under the Contract Documents within the time specified herein herein; or any extension thereof; or
(2) if the Contractor fails to properly and timely perform any the Work as directed by the Project Manager or as provided for in the approved Progress Schedule; or (3) performs the Work unsuitably or neglects or refuses to remove materials or to correct or replace such Work as may be rejected as unacceptable or unsuitable; or (4) discontinues the prosecution of the other provisions of this Contract and does not cure such failure Work; or (5) fails to resume Work which has been suspended within a period reasonable time after being notified to do so; or (6) becomes insolvent or is declared bankrupt, or commits any act of bankruptcy; or (7) allows any final judgment to stand against it unsatisfied for more than ten (10) days; or (8) makes an assignment for the benefit of creditors; or (9) fails to obey any applicable codes, laws, ordinances, rules or regulations with respect to the Work; or (10) materially breaches any other provision of the Contract Documents.
18.2 Owner shall notify Contractor in writing of Contractor's default(s). If Owner determines that Contractor has not remedied and cured the default(s) within seven (7) calendar days (following receipt by Contractor of said written notice or such longer period of time as may be consented to by Owner in writing and in its sole discretion, then Owner, at its option, without releasing or waiving its rights and remedies against the Authority Contractor's sureties and without prejudice to any other right or remedy it may authorize in writing) after receipt of notice from be entitled to hereunder or by law, may terminate Contractor's right to proceed under the Authority specifying such failure.
(b) In the event the Authority terminates this Contract Agreement, in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminatedpart, and take possession of all or any portion of the Contractor shall be liable to the Authority for Work and any excess costs for such similar supplies materials, tools, equipment, and appliances of Contractor, take assignments of any of Contractor's subcontracts and purchase orders, and complete all or services; providedany portion of Contractor's Work by whatever means, that the Contractor shall continue the performance of this Con- tract to the extentmethod or agency which Owner, if anyin its sole discretion, it has not been terminated under the provisions of this subparagraphmay choose.
(c) Except with respect to 18.3 If Owner deems any of the defaults of Subcontractorsforegoing remedies necessary, the Contractor agrees that it shall not be liable for entitled to receive any excess costs if further payments hereunder until after the failure Project is completed. All moneys expended and all of the costs, losses, damages and extra expenses, including all management, administrative and other overhead and other direct and indirect expenses (including Design Professional and attorneys' fees) or damages incurred by Owner incident to perform such completion, shall be deducted from the Contract arises out Amount, and if such expenditures exceed the unpaid balance of causes beyond the control Contract Amount, Contractor agrees to pay promptly to Owner on demand the full amount of such excess, including costs of collection, attorneys' fees (including appeals) and without interest thereon at the fault or negligence maximum legal rate of interest until paid. If the unpaid balance of the Contract Amount exceeds all such costs, expenditures and damages incurred by the Owner to complete the Work, such excess shall be paid to the Contractor. Such causes The amount to be paid to the Contractor or Owner, as the case may includebe, but are not restricted shall be approved by the Project Manager, upon application, and this obligation for payment shall survive termination of the Agreement.
18.4 The liability of Contractor hereunder shall extend to Force Majeure Events; providedand include the full amount of any and all sums paid, howeverexpenses and losses incurred, damages sustained, and obligations assumed by Owner in good faith under the belief that such payments or assumptions were necessary or required, in every case completing the failure Work and providing labor, materials, equipment, supplies, and other items therefore or re-letting the Work, and in settlement, discharge or compromise of any claims, demands, suits, and judgments pertaining to must be beyond the control and without the fault or negligence arising out of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery scheduleWork hereunder.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) 18.5 If, after notice of termination of Contractor's right to proceed pursuant to this Contract under the provisions of this paragraphSection, it is determined by the Authority for any reason that the Contractor was not in default default, or that the its default was excusable excusable, or that Owner is not entitled to the remedies against Contractor provided herein, then the termination will be deemed a termination for convenience and Contractor's remedies against Owner shall be the same as and limited to those afforded Contractor under Section 19 below.
18.6 In the event (i) Owner fails to make any undisputed payment to Contractor within thirty (30) days after such payment is due or Owner otherwise persistently fails to fulfill some material obligation owed by Owner to Contractor under this Agreement, and (ii) Owner has failed to cure such default within fourteen (14) days of receiving written notice of same from Contractor, then Contractor may stop its performance under this Agreement until such default is cured, after giving Owner a second fourteen (14) days written notice of Contractor’s intention to stop performance under the provisions Agreement. If the Work is so stopped for a period of this para- graphone hundred and twenty (120) consecutive days through no act or fault of the Contractor or its Subcontractors or their agents or employees or any other persons performing portions of the Work under contract with the Contractor or any Subcontractor, the rights Contractor may terminate this Agreement by giving written notice to Owner of Contractor’s intent to terminate this Agreement. If Owner does not cure its default within fourteen (14) days after receipt of Contractor’s written notice, Contractor may, upon fourteen (14) additional days' written notice to the Owner, terminate the Agreement and obligations of recover from the parties Owner payment for Work performed through the termination date, but in no event shall Contractor be those provided in the paragraph entitled “Termination to payment for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall Work not be exclusive and are in addition to performed or any other rights and remedies provided by law or under this Contractdamages from Owner.
Appears in 11 contracts
Samples: Construction Agreement, Construction Agreement, Construction Agreement
Termination for Default. (a) The Authority may, subject 21.1 Construction Contractor shall be considered in material default of the Contract and such default shall be considered cause for Owner to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the Contract, in whole or any part of in part, as further set forth in this Contract in either one of the following circumstances:
Section, if Construction Contractor: (1) if the Contractor fails to perform begin the Services Work under the Contract Documents within the time specified herein herein; or any extension thereof; or
(2) if the Contractor fails to properly and timely perform any the Work as directed by Owner or Design Professional or as provided for in the approved Master Project Schedule; or (3) performs the Work unsuitably or neglects or refuses to remove materials or to correct or replace such Work as may be rejected as unacceptable or unsuitable; or (4) discontinues the prosecution of the other provisions Work contrary to the requirements of this Contract and does not cure such failure the Contract; or (5) fails to resume Work which has been suspended within a period reasonable time after being notified to do so; or (6) becomes insolvent or is declared bankrupt, or commits any act of bankruptcy; or (7) allows any final judgment to stand against it unsatisfied for more than ten (10) days days; or (8) makes an assignment for the benefit of creditors; or such longer period as (9) fails to obey any applicable codes, laws, ordinances, rules or regulations with respect to the Authority may authorize in writingWork; or (10) after receipt fails to promptly pay its subcontractors and suppliers; or (11) materially breaches any other provision of notice from the Authority specifying such failureContract Documents.
21.2 If Owner determines that Construction Contractor is in default under the Contract, Owner shall notify Construction Contractor in writing of Construction Contractor’s default(s). If Owner determines that Construction Contractor has not remedied and cured the default(s) within seven (b7) In calendar days following receipt by Construction Contractor of said written notice, then Owner, at its option, without releasing or waiving its rights and remedies against Construction Contractor’s sureties and without prejudice to any other right or remedy it may be entitled to hereunder or by law, may terminate Construction Contractor’s right to proceed under the event the Authority terminates this Contract Contract, in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminatedpart, and take possession of all or any portion of the Work and any materials, tools, equipment, and appliances of Construction Contractor, take assignments of any of Construction Contractor’s subcontracts and purchase orders that Owner may designate, and complete all or any portion of Construction Contractor’s Work by whatever means, method or agency which Owner, in its sole discretion, may choose. In making either the initial determination that Construction Contractor is in default under the Contract or the subsequent determination that Construction Contractor has failed to satisfactorily cure its default, Owner may rely solely upon Design Professional’s certification to Owner that in Design Professional’s opinion Construction Contractor is in default or has failed to satisfactorily cure its default.
21.3 If Owner deems any of the foregoing remedies necessary, Construction Contractor agrees that it shall not be entitled to receive any further payments hereunder until after the Work is completed. All monies expended and all of the costs, losses, damages and extra expenses, including all management, administrative and other overhead and other direct and indirect expenses (including Design Professional and attorneys’ fees) or damages incurred by Owner incident to such completion, shall be liable deducted from the unpaid balance of the Contract Amount, and if such expenditures exceed the unpaid balance of the Contract Amount, Construction Contractor agrees to pay promptly to Owner on demand the Authority for any excess full amount of such excess, including costs for of collection, attorneys’ fees (including appeals) and interest thereon at the maximum legal rate of interest until paid. If the unpaid balance of the Contract Amount exceeds all such similar supplies or services; providedcosts, that expenditures and damages incurred by Owner to complete the Contractor shall continue the performance of this Con- tract to the extentWork, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Construction Contractor shall not be liable entitled to any portion of such excess, except for any excess costs if the failure unpaid portion of the Construction Management Fee earned and the Cost of the Work incurred prior to perform Construction Contractor’s right to continue performance under the Contract arises being terminated. Any amounts to be paid to Owner by Construction Contractor pursuant to this Subsection 21.3 shall be certified by Design Professional, upon application, and this obligation for payment shall survive termination of the Contract.
21.4 The liability of Construction Contractor hereunder shall extend to and include the full amount of any and all sums paid, expenses and losses incurred, damages sustained, and obligations assumed by Owner in good faith under the belief that such payments or assumptions were necessary or required, in completing the Work and providing labor, materials, equipment, supplies, and other items therefor or re-letting the Work, and in settlement, discharge or compromise of any claims, demands, suits, and judgments pertaining to or arising out of causes beyond the control and without the fault or negligence of the ContractorWork hereunder. Such causes may include, but are not restricted to Force Majeure Events; provided, howeverFurther, in every case the failure event Owner has exercised its right to must be beyond the control and without the fault or negligence of the terminate due to Construction Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them’s default, the Construction Contractor shall not be liable for any excess costs for failure to perform, unless the supplies prohibited from bidding or Services to be furnished by the Subcon- tractor were obtainable otherwise seeking additional work from other sources Owner in sufficient time to permit the Contractor to meet the required delivery scheduleaccordance with Owner’s then current debarment policy.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) 21.5 If, after notice of termination of Construction Contractor’s right to proceed pursuant to this Contract under the provisions of this paragraphSection, it is determined by the Authority for any reason that the Construction Contractor was not in default default, or that the its default was excusable under excusable, or that Owner is not entitled to the provisions of this para- graphremedies against Construction Contractor provided herein, the rights and obligations of the parties then such termination shall be deemed a termination for Owner’s convenience and Construction Contractor’s remedies against Owner shall be the same as and limited to those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or afforded Construction Contractor under this ContractSubsection 22.1 below.
Appears in 10 contracts
Samples: Construction Management Services Agreement, Construction Management Contract, Construction Management Contract
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure.
(b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraphsubparagraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graphsubpar- agraph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 8 contracts
Samples: General Architectural Engineering Services, Contract Modification, Civil Engineering Services
Termination for Default. Time is of the essence in this Agreement. Except for delay, which is due to causes beyond the reasonable control and without the fault or negligence of Supplier and its suppliers (alasting not more than sixty (60) The Authority days), Company may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractordefault, terminate the whole or any part of this Contract Agreement in either any one of the following circumstancescircumstances if:
(1a) if the Contractor Supplier fails to perform the Services within the time specified herein or any written extension thereofgranted by Company;
(b) Supplier fails to make progress as to endanger performance of this Agreement;
(c) Supplier breaches, violates or Company finds to be untrue, any of the certifications, representations and warranties set forth in Sections 14 and 15 of this Agreement; or
(2d) if the Contractor Supplier fails to perform comply with any of the other provisions terms and conditions of this Contract and Agreement. Such termination shall become effective if Supplier does not cure such failure within a period of ten (10) days (or such longer period as the Authority Company may authorize in writing) after receipt of notice from the Authority specifying such failure.
(b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) . Upon termination, Supplier shall continue performance of this paragraphAgreement to the extent not terminated, the Authority Company may procure, upon such terms and in such manner as the Authority may it shall deem appropriate, supplies or services Services and/or deliverables similar to those so terminated, and the Contractor Supplier shall be liable to the Authority Company for any excess costs for such similar supplies Services and/or deliverables. As an alternate remedy and in lieu of termination for default, Company, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Supplier’s performance, in which case an equitable reduction in the amount of payments to be made under the Agreement shall be negotiated. If Supplier for any reason anticipates difficulty complying with any required delivery dates hereunder, or services; provided, that in meeting any of the Contractor shall continue the performance other requirements of this Con- tract to Agreement, Supplier shall promptly notify Company in writing. If Supplier does not comply with any schedule hereunder, Company may require delivery by the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for fastest means available and charges resulting from any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to such premium transportation must be beyond the control fully pre-paid and without the fault or negligence of the Contractorabsorbed by Supplier. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority Company provided in this paragraph clause shall not be exclusive and are in addition to any other rights and remedies provided by contract, law or under this Contractequity.
Appears in 7 contracts
Samples: Master Services Agreement, Master Services Agreement, Master Services Agreement
Termination for Default. (aEach of the following events shall constitute a default by Seller for purposes of this section: i) The Authority maythe insolvency of Seller; ii) an assignment for the benefit of creditors of Seller; iii) the voluntary or involuntary filing of a petition order or other decree in bankruptcy by or against Seller; iv) the commencement of any proceeding, subject under court supervision or otherwise, for liquidation of, reorganization of, or the composition, extension, arrangement or readjustment of the obligations of Seller; v) failure by Seller to comply with Buyer’s reasonable instructions and Change Notices; vi) failure by Seller to comply with any of the provisions of subparagraph (cthe Agreement; vii) belowfailure of the Goods to conform to Seller’s warranties contained herein or other warranties made by Seller; viii) failure of Seller to make deliveries as scheduled, by written notice and; ix) any representations of default Seller contained in the Agreement were false when made. Buyer shall have the right to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure.
(b) In the event the Authority terminates this Contract Order, in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procurepart, upon any default by Seller. In the event of any such terms and in such manner as the Authority may deem appropriatetermination, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the AuthorityBuyer, in addition to any other rights provided in this subparagraphit may have under applicable law or other terms of the Order, may require shall have the Contractor right to: i) refuse to transfer title and deliver accept further delivery of Goods; ii) to the Authority in the manner return to Seller at Seller’s expense any Goods already delivered and to the extent directed recover from Seller all payments made therefor and all expenses of Buyer incident thereto, iii) to recover any advance payments to Seller for undelivered, unperformed or returned Goods; iv) to purchase substitute Goods elsewhere and charge Seller with any additional costs resulting therefrom; and (v) recover from Seller any and all costs, damages, charges, etc., that are incurred by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part Buyer due to Seller’s default, including, but not limited to those listed in Section 5(c) of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interestAgreement. Payment for completed Manufacturing Materials delivered Xxxxx’s right to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph return Goods shall not be exclusive and are in addition to affected by any other rights and remedies provided assignment by law Seller of moneys due or under this Contractbecome due hereunder.
Appears in 7 contracts
Samples: Purchase Order Agreement, Purchase Order Agreement, Purchase Order Agreement
Termination for Default. (a) The Authority City may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract Agreement in either any one of the following circumstances:
; (1i) if the Contractor fails to perform the Services this Agreement within the time specified herein or any extension thereof; or
or (2ii) if the Contractor fails to perform any of the other provisions of this Contract Agreement, or so fails to make progress as to endanger performance of this Agreement in accordance with its terms, and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority City specifying such failure.
(b) In the event the Authority City terminates this Contract Agreement in whole or in part as provided in subparagraph (a) of this paragraphabove, the Authority City may procure, upon such terms and in such manner as the Authority City may deem appropriate, supplies or services services, similar to those so terminated, and the Contractor shall be liable to the Authority City for any excess costs for such similar supplies or servicesthe same, including without limitation all cost and expenses of the type specified in the “WARRANTY” paragraph of this Agreement; provided, that the Contractor shall continue the performance of this Con- tract Agreement to the extent, if any, it has extent not been terminated under the provisions of this subparagraphhereunder.
(c) Except with respect regard to the defaults of Subcontractorssubcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract this Agreement arises out of causes beyond the control and without the fault or of negligence of the Contractor. Such ; such causes may include, but are not restricted to Force Majeure Events; providedlimited to, howeveracts of God, or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, flood, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such default arises out of causes beyond the control of both the Contractor and Subcontractor the subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services services to be furnished by the Subcon- tractor subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. The term “subcontractor” shall mean subcontractor at any tier.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract Agreement under the provisions of this paragraph, it is determined by the Authority for any reason that the Contractor was not in default under the provisions above or that the default was excusable under the provisions of this para- graphparagraph, the rights and obligations of the parties shall be those provided in the paragraph entitled same as if the notice of termination has been issued pursuant to the “Termination for Convenience” contained in paragraph of this Exhibit E.Agreement.
(fe) The rights and remedies of the Authority City provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractAgreement.
Appears in 7 contracts
Samples: Professional Services, Professional Services, Professional Services
Termination for Default. LES may terminate this Contract upon the occurrence of any one or more of the following events:
(a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or If Contractor commences a voluntary case under any part of this Contract in either one chapter of the following circumstances:
Bankruptcy Code (1) Title 11, United States Code), as now or hereafter in effect, or if the Contractor fails takes any equivalent or similar action by filing a petition or otherwise under any other federal or state law in effect at such time relating to perform the Services within the time specified herein bankruptcy or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure.insolvency;
(b) In If a petition is filed against Contractor under any chapter of the event bankruptcy code as now or hereafter in effect at the Authority terminates this Contract time of filing, or if any creditor is granted relief against Contractor under any other federal or state law in whole effect at the time relating to bankruptcy or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.insolvency;
(c) Except with respect to If Contractor makes a general assignment for the defaults benefit of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.creditors;
(d) If this Contract a trustee, receiver, custodian or agent of Contractor is terminated as provided in subparagraph (a)appointed under applicable law or under contract, the Authority, in addition whose appointment or authority to any other rights provided in this subparagraph, may require the take charge of property of Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired is for the performance purpose of enforcing a Lien against such property or for the purpose of general administration of such part property for the benefit of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.Contractors’ creditors;
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the If Contractor was not admits in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.writing an inability to pay its debts generally as they become due;
(f) The rights and remedies If Contractor fails to perform in accordance with the Contract Documents after being given the opportunity to cure any performance issues;
(g) If Contractor refuses to comply with Laws or Regulations of any public body having jurisdiction;
(h) If Contractor refuses to comply with the authority of the Authority provided Contract Owner, or Manager, Procurement and Stores;
(i) If Contractor otherwise violates in any substantial way any material provisions of the Contract Documents; or
(j) If Contractor fails to reach Substantial Completion within ninety (90) days of the date established for Substantial Completion in Section 2.2 due to causes not excused by the terms of this paragraph contract. If one or more of the events identified above occur, LES may, after giving Contractor (and the surety, if any) thirty (30) days written notice, terminate the services of Contractor, exclude Contractor from the site, and take possession of the Work and all materials and equipment stored at the site or for which LES has paid Contractor but which are stored elsewhere, and finish the Work as LES may deem expedient. In such case, Contractor shall not be exclusive entitled to receive any further payment until the Work is finished. If the unpaid balance of the Contract Price exceeds all claims, costs, losses, and are in addition damages (including but not limited to any all fees and charges of engineers, attorneys, and other rights professionals, and remedies provided all court or arbitration or other dispute resolution caused) sustained by law LES arising out of or under this Contractrelating to completing the Work, such excess will be paid to Contractor. If such claims, costs, losses, and damages exceed such unpaid balance, Contractor shall pay the difference to LES.
Appears in 6 contracts
Samples: Standard Services Contract, Standard Services Contract, Standard Services Contract
Termination for Default. Each of the following events shall constitute a default by Seller for purposes of this section (a) The Authority maythe insolvency of Seller; (b) an assignment for the benefit of creditors of Seller; (c) the voluntary or involuntary filing of a petition order or other decree in bankruptcy by or against Seller; (d) the commencement of any proceeding, subject under court supervision or otherwise, for liquidation of, reorganization of, or the composition, extension, arrangement or readjustment of the obligations of Seller; (e) failure by Seller to comply with Enidine’s reasonable instructions and Change Notices; (f) failure by Seller to comply with any of the provisions of subparagraph the Agreement; (cg) belowfailure of the Goods to conform to Seller’s warranties contained herein or other warranties made by Seller; (h) failure of Seller to make deliveries as scheduled, by written notice and; (i) any representations of default Seller contained in the Agreement were false when made. Enidine shall have the right to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure.
(b) In the event the Authority terminates this Contract Order, in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procurepart, upon any default by Seller. In the event of any such terms and in such manner as the Authority may deem appropriatetermination, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the AuthorityEnidine, in addition to any other rights provided in this subparagraphit may have under applicable law or other terms of the Order, may require shall have the Contractor right (i) to transfer title and deliver refuse to the Authority in the manner accept further delivery of Goods; (ii) to return to Seller at Seller’s expense any Goods already delivered and to the extent directed by the Authority recover from Seller all payments made therefor and all expenses of Enidine incident thereto, (iii) to recover any Manufacturing Materials as the Contractor has specifically produced advance payments to Seller for undelivered, unperformed or specifically acquired for the performance of such part of this Contract as has been terminatedreturned Goods; and the Contractor shall, upon direction of the Authority, protect (iv) to purchase substitute Goods elsewhere and preserve property in possession of the Contractor in which the Authority has an interestcharge Seller with any additional costs resulting therefrom. Payment for completed Manufacturing Materials delivered Enidine’s right to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph return Goods shall not be exclusive and are in addition to affected by any other rights and remedies provided assignment by law Seller of moneys due or under this Contractbecome due hereunder.
Appears in 6 contracts
Samples: Purchase Order Agreement, Purchase Order Agreement, Purchase Order Agreement
Termination for Default. (a) The Authority mayCompany reserves the right to terminate this Agreement for default, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the in whole or any part of this Contract in either one of the following circumstances:
part, if Seller (1) if the Contractor fails to perform supply enough properly skilled workers or proper materials or equipment so as to endanger performance of this Agreement; (2) fails to make payment to subcontractors for materials or labor in accordance with the Services within respective agreements between the Seller and the subcontractors; (3) disregards applicable laws, orders, regulations, rulings, or instructions of the Company; (4) fails to adhere to the time specified herein in this Agreement for performance of services or any extension thereofdelivery of supplies; or
or (25) if the Contractor fails to perform comply with any of the other provisions material terms of this Contract and Agreement. In that event, Company shall not be liable for any services or supplies not accepted. The Company’s right to terminate this Agreement under (1), (2), (3), or (5) of this paragraph (a) may be exercised if the Seller does not cure such failure within a period of ten (10) 10 days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority Company specifying such the failure.
(b) In the event the Authority . If Company terminates this Contract Agreement in whole or in part as provided in subparagraph (a) of this paragraphpart, it may acquire, under the Authority may procure, upon such terms and in such the manner as the Authority may deem it considers appropriate, supplies or services similar to those so terminated, and the Contractor shall Seller will be liable to the Authority Company for any excess costs for such similar those supplies or services; provided.
(b) If this Agreement is terminated for default, Company may require Seller to deliver to Company any supplies and materials, manufacturing materials, and manufacturing drawings, and contract rights that Seller has specifically produced or acquired for the Contractor shall continue the performance terminated portion of this Con- tract Agreement. Company shall pay the agreed-upon price for services performed and accepted in addition to completed supplies delivered and accepted. Company and Seller shall agree on the extent, if any, it has not been terminated under the provisions amount of this subparagraphpayment for all other deliverables.
(c) Except with respect to the for defaults of Subcontractorssub-tier subcontractors, the Contractor Seller shall not be liable for any excess costs in default because of failure to perform if the failure arises from causes beyond Seller’s reasonable control and without its fault or negligence. Seller will not be deemed to be in default for failure to perform caused by the Contract arises out failure of causes a sub-tier subcontractor if the failure was beyond the control of both Seller and sub-tier subcontractor and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Eventseither; provided, however, Seller will be in every case the failure default if Company directed Seller to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the purchase these supplies or Services services from another source and Seller failed to comply. A termination which was originally determined to be furnished by for default shall be treated as a termination for convenience if the Subcon- tractor were obtainable from other sources Seller was not in sufficient time to permit the Contractor to meet the required delivery scheduledefault.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided Company in this paragraph shall not be exclusive and clause are in addition to any other rights and remedies provided by law or under this ContractAgreement.
Appears in 6 contracts
Samples: General Terms & Conditions, General Terms & Conditions, General Terms & Conditions
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to perform make delivery of the Services supplies within the time specified herein or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure.
(b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph paragraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or servicessupplies; provided, that the Contractor shall continue the performance of this Con- tract Contract to the extent, if any, it has not been terminated under the provisions of this subparagraphparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor Subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 5 contracts
Samples: Supply Contract, Supply Contract, Contract Modification
Termination for Default. (a1) The Authority University may, subject to the provisions of subparagraph paragraph (c3) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract contract in either any one of the following circumstances:
: (1a) if If the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
thereof-, or (2b) if If the Contractor fails to perform any of the other provisions of this Contract contract, or so fails to make progress as to endanger performance of this contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) 10 days (or such longer period as the Authority procurement officer may authorize in writing) after receipt of notice from the Authority procurement officer specifying such failure.
(b2) In the event the Authority University terminates this Contract contract in whole or in part as provided in subparagraph paragraph
(a1) of this paragraphclause, the Authority University may procure, procure substitute performance upon such terms and in such whatever manner as the Authority procurement officer may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority University for any excess costs for such similar supplies or servicessubstitute performance; provided, that the Contractor shall continue the performance of this Con- tract contract to the extent, if any, it has extent not been terminated under the provisions of this subparagraphclause.
(c3) Except with respect to the defaults of Subcontractorssubcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Eventsto, acts of God or of the public enemy, acts of the University in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; provided, however, but in every case the failure to must perform shall be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such the default arises out of causes beyond the control of both the Contractor and Subcontractor subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, perform unless substitute performance for the supplies or Services to be furnished by the Subcon- tractor were subcontractor was obtainable from other sources another source in sufficient time to permit the Contractor to meet the required delivery performance schedule.
(d4) If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this clause, the rights and obligations of the parties shall, if the contract contains a clause providing for termination for convenience of the University, be the same as if the notice of termination had been issued pursuant to such clause. If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, and if this contract does not contain a clause providing for termination for convenience of the University, the contract shall be equitably adjusted to compensate for such termination and the contract modified accordingly; failure to agree to any such adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled Disputes.
(5) If this Contract contract is terminated as provided in subparagraph paragraph (a)1) of this clause, the AuthorityUniversity, in addition to any other rights provided in this subparagraphclause, may require the Contractor to transfer title and deliver to the Authority University, in the manner manner, at the times, and to the extent extent, if any, directed by the Authority any Manufacturing Materials procurement officer, (a) the fabricated or unfabricated parts, work in progress, completed work, supplies, and other material produced as the Contractor has specifically produced a part of, or specifically acquired for in connection with the performance of, the work terminated by the Notice of such part of this Contract as has Termination, and (b) the completed or partially completed plans, drawings, information, and other property which, if the contract had been terminatedcompleted, would have been required to be furnished to the University; and the Contractor shall, upon direction of the Authorityprocurement officer, protect and preserve property in the possession of the Contractor in which the Authority University has an interest. Payment for completed Manufacturing Materials supplies delivered to and accepted by the Authority University shall be at the Contract contract price. Payment for manufacturing materials delivered to and accepted by the University and for the protection and preservation of property shall be in an amount agreed upon by the Contractor and procurement officer; failure to agree to such amount shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." The Authority University may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials hereunder such sum as the Authority procurement officer determines to be necessary to protect the Authority University against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f6) The rights and remedies of the Authority University provided in this paragraph clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractcontract.
(7) As used in paragraph (3) of this clause, the terms, "subcontractor" and "subcontractors" mean subcontractor(s) at any tier.
Appears in 5 contracts
Samples: Contract Agreement, Contract, Contract
Termination for Default. (a) The Authority 13.1. Buyer may, subject to the provisions of subparagraph after providing Seller with twenty (c20) below, by calendar days written notice of default to the ContractorSeller, and upon Seller’s failure to cure such default in that twenty-day cure period, or other such period as may be agreed to in writing, terminate the this Subcontract in whole or any in part of this Contract in either one of the following circumstances:
(1) if the Contractor Seller: (i) fails to deliver the Goods or to perform the Services within the time specified herein in this Subcontract or any extension thereofwritten extension; or
(2ii) if the Contractor fails to perform make progress, so as to endanger performance of this Subcontract; (iii) material breaches any of the other provisions of this Contract and does not Subcontract; or (iv) fails to provide adequate assurance of future performance provided, however, there shall be no cure period for default related to failure to meet the delivery schedule or defaults incapable of cure.
13.2. Seller shall promptly notify Buyer if Seller is the subject of insolvency, receivership, or bankruptcy proceedings, or any other proceedings for the settlement of Seller’s debts. To the extent allowed by law, in the event of Seller’s bankruptcy, Buyer may require Seller to post such failure within a period of financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of written notice from the Authority specifying such failure.
(b) In the event the Authority terminates shall constitute a default under this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the ContractorSubcontract. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided Buyer in this paragraph shall not be exclusive and Article are in addition to any other rights and remedies provided by law or under this ContractSubcontract.
13.3. Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by Xxxxx, any partially completed Goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, Services, information, and contract rights (materials) as Seller has produced or acquired for the performance of this Subcontract, including the assignment to Buyer of Seller’s Subcontracts. Xxxxxx further agrees to protect and preserve property in the possession of Seller in which Xxxxx has an interest. Payment for completed Goods delivered to and accepted by Buyer shall be at the Subcontract price. Payment for unfinished Goods or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as provided in Article 12 hereof except Seller shall not be entitled to profit. Buyer may withhold from Seller monies otherwise due Seller for completed Goods and/or materials in such amounts as Buyer determines necessary to protect Buyer against loss due to outstanding liens or claims against said Goods and materials.
13.4. If Seller is terminated for default pursuant to this Article, Seller is liable to the Buyer for any excess repurchase costs incurred in acquiring Goods and/or Services similar to those terminated for default, and for any other damages, whether or not repurchase is affected.
13.5. In addition to the remedies stated herein, Seller hereby grants to Buyer a perpetual, unconditional, transferable, fully paid up, royalty-free license to use and exploit anywhere in the world all of Seller’s intellectual property which is necessary for the performance of the terminated portion of this Subcontract, solely to make, or have made, use, maintain, and sell the Goods and/or Services.
Appears in 4 contracts
Samples: General Terms and Conditions, Subcontract Agreement, Subcontract Agreement
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, Department may terminate the whole Contract for default if the Contractor fails materially to perform any of its duties or any part of this obligations under the Contract. In particular, but without limitation, the Department may terminate the Contract in either one of the following circumstancesif:
(1) if Section 14.2.1 the Contractor fails to prosecute the Work diligently, in accordance with the Project Schedule or to make such progress in the Work as the Department reasonably believes is necessary to complete the Project within the time required by the Contract; or
Section 14.2.2 the Contractor fails to perform the Services within Work in a good and workmanlike manner or to correct defects in the time specified herein or any extension thereofWork promptly upon notice by the Department; or
(2) if Section 14.2.3 the Department reasonably determines that the Contractor has abandoned the Work, or has failed to pay laborers, mechanics, materialmen, Subcontractors or suppliers when payment is due; or
Section 14.2.4 becomes insolvent, makes an assignment for the benefit of creditors, files a voluntary petition under any chapter of the Bankruptcy Code or has an involuntary petition filed against it under any chapter of the Bankruptcy Code, or has a receiver appointed, or files for dissolution or otherwise is dissolved; or
Section 14.2.5 the Contractor fails to perform any of pay its debts in a timely manner or becomes insolvent, or the other provisions of this Contract and Department reasonably determines that the Contractor does not cure such failure within a period of ten (10) days (or such longer period as have the Authority may authorize in writing) after receipt of notice from financial ability to carry out its obligations under the Authority specifying such failure.
(b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable fails to give the Authority for any excess costs for such similar supplies or services; provided, that Department prompt and reasonable assurances of its ability to perform.
Section 14.2.6 the Department must provide the Contractor shall continue the performance with written notice of this Con- tract its intent to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform terminate the Contract arises out of causes beyond under this provision seven (7) days before actually putting the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractortermination into effect. If the failure Contractor has begun its curative action and has made progress satisfactory to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond Department within the control of both seven days, the Department may so notify the Contractor and Subcontractor and without the fault or negligence of either of themtermination will not take effect. Otherwise, the Contractor termination shall not be liable for any excess costs for failure take effect after seven days without further notice or opportunity to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedulecure.
(d) Section 14.2.7 If this the Department terminates the Contract is terminated as provided in subparagraph (a)for default, the AuthorityDepartment will have the right to take over the Work, in addition to any other rights provided in this subparagraphaccept assignment of some or all Subcontracts or agreements with material suppliers, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in take possession of the Contractor Project, to take and use all tools, equipment and supplies then being used in which connection with the Authority has an interest. Payment for completed Manufacturing Materials delivered Work, and to finish the Project by whatever method it deems expedient, including accepting assignment of all outstanding Subcontracts and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holdersSupply Agreements.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 4 contracts
Samples: Construction Agreement, Construction Agreement, Construction Agreement
Termination for Default. (a) The Authority Buyer may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorSeller, terminate the whole or any part of this the Contract in either any one of the following circumstances:
: (1i) if Seller fails to make delivery of the Contractor fails goods or to perform the Services Contract within the time specified herein therein or any approved extension thereof; or
or (2ii) if the Contractor Seller fails to perform any of the other provisions of this the Contract, or in the Buyer’s opinion, so fails to make progress as to endanger performance of the Contract in accordance with its terms, and does not cure such failure within a period of ten (10) days (or such longer period as the Authority Buyer may authorize in writing) after receipt of notice from the Authority Buyer specifying such failure.
(b) In the event Buyer terminates the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraphabove, the Authority Buyer may procure, upon such terms and in such manner as the Authority Buyer may deem appropriate, supplies or services similar to those so terminated, and the Contractor Seller shall be liable to the Authority Buyer for any excess costs for such similar supplies or services; the same, including without limitation, all costs and expenses of the type specified in the “Warranty” paragraph of this Contract document: It is further provided, that the Contractor Seller shall continue the performance of this Con- tract the Contract to the extent, if any, it has extent not been terminated under the provisions of this subparagraphhereunder.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a)) above, the AuthorityBuyer, in addition to any other rights provided in this subparagraphthe Contract, may require the Contractor Seller to transfer title and deliver to Buyer or the Authority Government or other ultimate user, in the manner and to the extent directed by the Authority Buyer, (i) any Manufacturing Materials completed goods, and (ii) such partially completed goods and materials, parts, tools, molds, dies, jigs, fixtures, plans, drawings, information, and contract rights (hereinafter called “manufacturing materials”) as the Contractor Seller has specifically produced or specifically acquired for the performance of such part of this the Contract as has been terminated; and the Contractor shall, Seller shall upon direction of the AuthorityBuyer, protect and preserve property in the possession of the Contractor Seller in which Buyer or the Authority Government has an interest. Payment for completed Manufacturing Materials goods delivered to and accepted by the Authority Buyer shall be at the Contract price. The Authority may withhold from amounts otherwise due Payment for manufacturing materials delivered to and accepted by Buyer and for the Contractor for protection and preservation of property shall be in an amount agreed upon by Xxxxx and Seller; failure to agree to such completed Manufacturing Materials such sum as amount shall be a dispute concerning a question of fact within the Authority determines to be necessary to protect meaning of the Authority against loss because paragraph of outstanding liens or claims of former lien holdersthis Contract document entitled “Disputes.”
(ed) If, after notice of termination of this the Contract under the provisions of this paragraph, it is determined by the Authority for any reason that the Contractor Seller was not in default under the provisions above, or that the default was excusable under the provisions of this para- graphparagraph, the rights and obligations of the parties shall be those provided in the paragraph entitled same as if the notice of termination had been issued pursuant to the “Termination for Convenience” contained in paragraph of this Exhibit E.Contract document.
(fe) The rights and remedies of the Authority Buyer provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this the Contract.
Appears in 4 contracts
Samples: Purchase Order Agreement, Purchase Order Agreement, Purchase Order Agreement
Termination for Default. Mandatory provision for all contracts. One of the following clauses is preferred:
A. Alternate Clause — Termination for Default (ashort form). "If the Contractor fails to fulfill its obligation under this contract properly and on time, or otherwise violates any provision of the contract, the State may terminate the contract by written notice to the Contractor. The notice shall specify the acts or omissions relied upon as cause for termination. All finished or unfinished work provided by the Contractor shall, at the State's option, become the State's property. The State shall pay the Contractor fair and equitable compensation for satisfactory 21.07.01 Page 2 Effective as of July 15, 2019 performance prior to receipt of notice of termination, less the amount of damages caused by Contractor's breach. If the damages are more than the compensation payable to the Contractor, the Contractor will remain liable after termination and the State can affirmatively collect damages. Termination hereunder, including the determination of the rights and obligations of the parties, shall be governed by the provisions of COMAR 21.07.01.11B."
B. Alternate Clause — Termination for Default (long form).
(1) The Authority State may, subject to the provisions of subparagraph paragraph (c3) belowof this regulation, by written notice of default to the Contractor, terminate the whole or any part of this Contract contract in either any one of the following circumstances:
(1a) if If the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2b) if If the Contractor fails to perform any of the other provisions of this Contract contract, or so fails to make progress as to endanger performance of this contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) 10 days (or such longer period as the Authority procurement officer may authorize in writing) after receipt of notice from the Authority procurement officer specifying such failure.
(b2) In the event the Authority State terminates this Contract contract in whole or in part as provided in subparagraph (aparagraph(1) of this paragraphclause, the Authority State may procure, procure substitute performance upon such terms and in such whatever manner as the Authority procurement officer may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority State for any excess costs for such similar supplies or servicessubstitute performance; provided, that the Contractor shall continue the performance of this Con- tract contract to the extent, if any, it has extent not been terminated under the provisions of this subparagraphclause.
(c3) Except with respect to the defaults of Subcontractorssubcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Eventsto, acts of God or of the public enemy, acts of the State in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; provided, however, but in every case the failure to must perform shall be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such the default arises out of causes beyond the control of both the Contractor and Subcontractor subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, perform unless substitute performance for the supplies or Services to be furnished by the Subcon- tractor were subcontractor was obtainable from other sources another source in sufficient time to permit the Contractor to meet the required delivery performance schedule.
(d4) If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this clause, the rights and obligations of the parties shall, if the contract contains a clause providing for termination for convenience of the State, be the same as if the notice of termination had been issued pursuant to such clause. If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, and if this contract does not contain a clause providing for termination for convenience of the State, the contract shall be equitably adjusted to compensate for such termination and the contract modified accordingly; failure to agree to any such adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes."
(5) If this Contract contract is terminated as provided in subparagraph (a)paragraph(1) of this clause, the AuthorityState, in addition to any other rights provided in this subparagraphclause, may require the Contractor to transfer title and deliver to the Authority State, in the manner manner, at the times, and to the extent extent, if any, directed by the Authority any Manufacturing Materials procurement officer,(a) the fabricated or unfabricated parts, work in progress, completed work, supplies, and other material produced as the Contractor has specifically produced a part of, or specifically acquired for in connection with the performance of, the work terminated by the Notice of such part of this Contract as has Termination, and (b) the completed or partially completed plans, drawings, information, and other property which, if the contract had been terminatedcompleted, would have been required to be furnished to the State; and the Contractor shall, upon direction of the Authorityprocurement officer, protect and preserve property in the possession of the Contractor in which the Authority State has an interest. Payment for completed Manufacturing Materials supplies delivered to and accepted by the Authority State shall be at the Contract contract price. Payment for manufacturing materials delivered to and accepted by the State and for the protection and preservation of property shall be in an amount agreed upon by the Contractor and procurement officer; failure to agree to such amount shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." The Authority State may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials hereunder such sum as the Authority procurement officer determines to be necessary to protect the Authority State against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f6) The rights and remedies of the Authority State provided in this paragraph clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractcontract.
21.07.01 Page 3 Effective as of July 15, 2019 21.07.01.12
(7) As used in paragraph (3) of this clause, the terms, "subcontractor" and "subcontractors" mean subcontractor(s) at any tier."
Appears in 3 contracts
Samples: Master Agreement for Mailing Equipment, Supplies and Maintenance, Master Agreement for Mailing Equipment, Supplies and Maintenance, Mailing Equipment, Supplies, and Maintenance Agreement
Termination for Default. (a) The Authority City may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract Agreement in either any one of the following circumstances:
; (1i) if the Contractor fails to perform the Services this Agreement within the time specified herein or any extension thereof; or
or (2ii) if the Contractor fails to perform any of the other provisions of this Contract Agreement, or so fails to make progress as to endanger performance of this Agreement in accordance with its terms, and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority City specifying such failure.
(b) In the event the Authority City terminates this Contract Agreement in whole or in part as provided in subparagraph (a) of this paragraphabove, the Authority City may procure, upon such terms and in such manner as the Authority City may deem appropriate, supplies or services services, similar to those so terminated, and the Contractor shall be liable to the Authority City for any excess costs for such similar supplies or servicesthe same, including without limitation all cost and expenses of the type specified in the “WARRANTY” paragraph of this Agreement; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.the
(c) Except with respect regard to the defaults of Subcontractorssubcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract this Agreement arises out of causes beyond the control and without the fault or of negligence of the Contractor. Such ; such causes may include, but are not restricted to Force Majeure Events; providedlimited to, howeveracts of God, or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, flood, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such default arises out of causes beyond the control of both the Contractor and Subcontractor the subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services services to be furnished by the Subcon- tractor subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. The term “subcontractor” shall mean subcontractor at any tier.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract Agreement under the provisions of this paragraph, it is determined by the Authority for any reason that the Contractor was not in default under the provisions above or that the default was excusable under the provisions of this para- graphparagraph, the rights and obligations of the parties shall be those provided in the paragraph entitled same as if the notice of termination has been issued pursuant to the “Termination for Convenience” contained in paragraph of this Exhibit E.Agreement.
(fe) The rights and remedies of the Authority City provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractAgreement.
Appears in 3 contracts
Samples: Professional Services Agreement, Professional Services Agreement, Professional Services
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, MTS may terminate the whole or any part of this Contract Contractor's performance in either any one of the following circumstances:
(1) if the Contractor fails to make delivery or fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the Contractor delivers nonconforming goods; or
(3) if Contractor fails to perform any of in accordance with the other provisions of this Contract Agreement, or so fails to make progress as to endanger performance of this Agreement in accordance with its terms. In the event of any such failure, MTS will provide Contractor with notice of the nature of the failure and MTS's intention to terminate for default. In the event Contractor does not cure such failure within a period of ten (10) calendar days (or of such longer period as the Authority may authorize in writing) after receipt notice, MTS will provide Contractor with written Notice of notice from the Authority specifying such failure.
(b) Termination for Default. In the event the Authority MTS terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraphherein, the Authority MTS may procure, upon such terms terms, and in such manner as the Authority MTS may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority MTS for any excess costs for such similar supplies or services; provided, that the and Contractor shall continue the performance of this Con- tract Agreement to the extent, if any, it has extent not been terminated under the provisions of this subparagraph.
(c) Except clause. In the event of Contractor's default, Contractor agrees to mitigate damages by cooperating with respect to the defaults MTS in transferring information and disposing of Subcontractors, the Contractor shall not be liable goods in process or MTS's materials as MTS may reasonably request. If after Notice of Termination for Default it is determined for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are reason that Contractor was not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraphclause, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graphclause, the rights and obligations of the parties shall be those provided in the paragraph entitled “same as if the Notice of Termination had been issued pursuant to the Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractConvenience clause.
Appears in 3 contracts
Samples: Standard Procurement Agreement, Procurement Agreement, Construction Agreement
Termination for Default. (a) The Authority GRTC may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorCon- tractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) i. if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) ii. if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority GRTC may authorize in writingwrit- ing) after receipt of notice from the Authority GRTC specifying such failure.
(b) In the event the Authority GRTC terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraphpara- graph, the Authority GRTC may procure, upon such terms and in such manner as the Authority GRTC may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority GRTC for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract Contract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the AuthorityGRTC, in addition to any other rights provided pro- vided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority GRTC in the manner and to the extent directed by the Authority GRTC any Manufacturing Materials as the Contractor has specifically produced pro- duced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the AuthorityGRTC, protect and preserve property in possession of the Contractor in which the Authority GRTC has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority GRTC shall be at the Contract price. The Authority GRTC may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority GRTC determines to be necessary to protect the Authority GRTC against loss because of outstanding liens or claims of former lien holders.
(ed) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority GRTC that the Contractor was not in default or that the default was excusable under the provisions of this para- graphparagraph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for ConvenienceCon- venience” contained in this Exhibit E.
(f) E. The rights and remedies of the Authority GRTC provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 3 contracts
Samples: Supply Contract, Supply Contract, Supply Contract
Termination for Default. (a) The Authority mayBSA may terminate this Agreement for default, subject to the provisions of subparagraph (c) belowin whole or in part, by written notice of default to if the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
: (1) if the Contractor fails to perform the Services within the time specified herein supply enough properly skilled workers or any extension thereofmaterials so as to endanger timely performance; or
(2) if the Contractor abandons or unreasonably delays performance; (3) fails to perform comply with laws, safety or environmental regulations, ordinances or BSA instruction;(4) fails to comply with any substantive requirement of this Agreement; (5) fails to make payment to subcontractors or material suppliers; (6) becomes insolvent, commences any form of voluntary bankruptcy proceeding, has any petition or action filed against it under any bankruptcy code or law, makes a general assignment for the benefit of creditors, or if a trustee, receiver or agent is appointed under law to take charge of Contractor’s property or operations for the benefit of creditors; (7) fails to retain a valid Contractor’s license of the other provisions required class, or (8) otherwise commits a material breach of this Contract and does Agreement. In this event, BSA shall not cure such failure within a period of ten (10) days (be liable for any services or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failuresupplies not accepted.
(b) In When any of the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminatedabove reasons exist, and without prejudice to any other rights BSA may have, and after giving the Contractor shall be liable and the Contractor’s surety seven (7) days written notice, BSA may terminate the employment of the Contractor and, subject to any prior rights of the surety, BSA may: (1) take possession and use any materials, tools, equipment and the construction facilities and premises owned by the Contractor; (2) accept assignment of subcontracts pursuant to the Authority for any excess costs for such similar supplies or services; provided, that Subcontractors Article and finish the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraphwork by whatever method BSA deems expedient.
(c) Except with respect to the defaults of SubcontractorsIf BSA terminates this Agreement for cause, the Contractor shall not be liable for any excess costs if entitled to further payment until the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedulework has been completed.
(d) If this Contract is terminated as provided in subparagraph (a)the cost of completing the work, including additional engineering services, attorney’s fees and administrative expenses made necessary thereby, exceeds the unpaid agreement price, the AuthorityContractor shall pay the difference to BSA. This obligation for payment shall be binding after termination of this Agreement. If the cost of completing the work, in addition including costs for engineering, legal, and administrative expenses is less than the unpaid agreement price, the difference shall be paid to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of that such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise payment was due the Contractor for such completed Manufacturing Materials such sum as work at the Authority determines to be necessary to protect the Authority against loss because time of outstanding liens or claims of former lien holderstermination.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The BSA’s rights and remedies of the Authority provided in under this paragraph shall not be exclusive and Article are in addition to any other rights and remedies provided by law or under this ContractAgreement.
Appears in 3 contracts
Samples: General Terms and Conditions for Construction and Labor Hour Agreements, General Terms and Conditions for Construction and Labor Hour Agreements, General Terms and Conditions for Construction and Labor Hour Agreements
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure.
(b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraphsubparagraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graphsubpar- agraph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.E, Revised-2.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 3 contracts
Samples: General Planning Consulting Services, General Planning Consulting Services, General Planning Consulting Services
Termination for Default. (a) The Authority may, subject to Default. If the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole Selected Provider refuses or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract the contract documents with such diligence as will ensure its completion within the time specified in the contract documents, or any extension thereof, otherwise fails to timely satisfy the provisions in the contract documents, or commits any other substantial breach of the contract documents, ACC may notify the Selected Provider in writing of the delay or non-performance and does if not cure such failure within a period of cured in ten (10) days (or any longer time specified in writing by the ACC, then the ACC may terminate the Selected Provider’s right to proceed with the work under the contract documents or such longer period part of the contract documents as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure.
(b) to which there has been delay or failure to properly perform. In the event the Authority terminates this Contract of termination in whole or in part as provided in subparagraph (a) of this paragraphpart, the Authority ACC may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies procure similar goods or services similar in a manner and upon the terms deemed appropriate by the ACC. The Selected Provider shall continue performance of the contract to those so terminated, the extent it is not terminated and the Contractor shall be liable to the Authority for any excess costs for such incurred in procuring similar supplies goods or services; provided, that the Contractor shall continue the . Excuse for non-performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor or delayed performance. The Selected Provider shall not be liable for in default by reason of any excess costs failure in performance of the contract documents in accordance with its terms, including any failure by the Selected Provider to make progress in the prosecution of the performance hereunder which endangers such performance if the Selected Provider has notified ACC within fifteen (15) days after the cause of the delay and the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence such as: acts of God; acts of a public enemy; acts of the Contractor. Such causes may include, but are not restricted to Force Majeure EventsState and any other governmental body in its sovereign or contractual capacity; provided, however, in every case the failure to must be beyond the control and without the fault fires; floods; epidemics; quarantine restrictions; strikes or negligence of the Contractorother labor disputes; freight embargoes; or unusually severe weather. If the failure to perform is caused by the default failure of a Subcontractor subcontractor to perform or to make progress, and if such default failure arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of themsimilar to those set forth above, the Contractor Selected Provider shall not be liable for any excess costs for failure deemed to performbe in default, unless the supplies or Services goods and services to be furnished by the Subcon- tractor subcontractor were reasonably obtainable from other sources in sufficient time to permit the Contractor Selected Provider to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a)requirements of the contract. Upon request of the Selected Provider, ACC shall ascertain the facts and extent of such failure, and, if ACC determines that any failure to perform was occasioned by any one or more of the excusable causes, and that, but for the excusable cause, the AuthoritySelected Provider’s progress and performance would have met the terms of the contract, in addition to any other rights provided in this subparagraphthe delivery schedule shall be revised accordingly, may require the Contractor to transfer title and deliver subject to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction rights of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract ACC under the provisions of contract. As used in this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the term “subcontractor” means subcontractor at any tier. Additional rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) remedies. The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractthe contract.
Appears in 3 contracts
Samples: Services Agreements, Services Agreements, Services Agreement
Termination for Default. (a) 19.1 The Authority Purchaser may, subject to the provisions of subparagraph (c) paragraph 19.3 below, by written notice of default to the Contractor"Company", terminate the whole or any part of this Contract an Order in either any one of the following circumstances:
(1) 19.1.1 if "Company" fails to make delivery of the Contractor fails supplies or to perform the Services services within the time specified herein or any extension thereof; or
(2) 19.1.2 if the Contractor "Company" fails to perform any of the other provisions of this Contract Agreement, or so fails to make progress as to endanger performance of an Order in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) days (or such longer period as the Authority Purchaser may authorize authorise in writing) after receipt of notice in writing from the Authority Purchaser specifying such failure.
(b) 19.2 In the event the Authority Purchaser terminates this Contract an Order in whole or in part part, as provided in subparagraph (a) paragraph 19.1 of this paragraphclause, the Authority Purchaser may procure, upon such terms and in such manner as the Authority Purchaser may deem appropriate, supplies or services similar to those so terminated, and the Contractor "Company" shall be liable to the Authority Purchaser for any excess costs for such similar supplies or services; provided. However, that the Contractor "Company" shall continue the performance of this Con- tract an Order to the extent, if any, it has extent not been terminated under the provisions of this subparagraphclause.
(c) 19.3 Except with respect to the defaults of Subcontractorssub-contractors, the Contractor "Company" shall not be liable for any excess costs if the failure to perform the Contract Order arises out of causes beyond the control and without the fault or negligence of the Contractor"Company". Such causes may include, but are not restricted to Force Majeure Eventsto, acts of God, or of the public enemy, acts of the Purchaser in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; provided, however, but in every case the failure to perform must be beyond the control and without the fault or negligence of the Contractor"Company". If the failure to perform is caused by the default of a Subcontractor sub-contractor, and if such default arises out of causes beyond the control of both the Contractor "Company" and Subcontractor and sub- contractor, without the fault or negligence of either of them, the Contractor "Company" shall not be liable for any excess costs for failure to perform, perform unless the supplies or Services services to be furnished by the Subcon- tractor sub-contractor were obtainable from other sources in sufficient time to permit the Contractor "Company" to meet the required delivery schedule.
(d) 19.4 If this Contract an Order is terminated as provided in subparagraph (a)paragraph 19.1 of this clause, the AuthorityPurchaser, in addition to any other rights provided in this subparagraphclause, may require the Contractor "Company" to transfer title and deliver to the Authority Purchaser, in the manner and to the extent directed by the Authority Purchaser: 19.4.1 any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shallcompleted supplies, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.and
Appears in 3 contracts
Samples: Basic Ordering Agreement, Basic Ordering Agreement, Basic Ordering Agreement
Termination for Default. (a) The Authority A. Either Party may, subject to the provisions of subparagraph (c) below, by written notice Notice of default to Termination for Default, effective fifteen (15) days after receipt or such later date as specified in the Contractornotice, terminate the whole or any part of this Contract in either if any one of the following circumstances:circumstances continues after such notice (each an "Event of Default"):
1. In the case of the Purchaser, (1a) if Contractor fails to comply in any material respect with any of the terms and conditions of this Contract and such failure shall continue for thirty (30) days after written notice from Purchaser to Contractor specifying the failure and demanding that the same be remedied; provided that, if such default cannot be reasonably corrected within such thirty (30) day period, an Event of Default with respect to Contractor shall not be deemed to occur until the expiration of such further period, not to exceed ninety (90) days, as reasonably required to correct such failure, if the Contractor commences, within such thirty (30) day period, and continues diligently at all times thereafter, to take reasonable steps to correct the failure as soon as possible, or (b) any representation or warranty made by Contractor herein or in any certificate, statement or document given pursuant to the terms hereof shall prove to be false, incorrect or misleading in any material respect as of the date on which it was made and any material adverse consequences to Purchaser caused thereby shall not have been remedied within thirty (30) days after written notice thereof shall have been given to Contractor by Purchaser; or (c) the Contractor fails to perform cause the Services System to be Ready for Provisional Acceptance within 200 days after the time specified herein or any extension thereof; orScheduled System RFS Date;
(2) if . If the Contractor fails to perform other Party defaults on any of the other provisions of this Contract its payment obligations and does not cure such failure default within a period of ten thirty (1030) days (or such longer period as the Authority non-breaching Party may authorize in writing) after receipt of written notice from demanding cure (subject to dispute provisions);
3. If the Authority specifying such failure.
(b) In the event the Authority terminates this Contract in whole other Party shall commence a voluntary case or in part as provided in subparagraph (a) of this paragraphother proceeding seeking liquidation, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies reorganization or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the defaults appointment of Subcontractorsa trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the Contractor appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall not make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing;
4. If an involuntary case or other proceeding shall be liable commenced against the other Party seeking liquidation, reorganization or other relief with respect 47 44 to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the other Party;
5. The Guaranty shall for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services reason cease to be furnished by in full force and effect or the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery scheduleGuarantor shall repudiate any of its obligations thereunder.
(d) B. If this Contract is terminated by the Purchaser as provided in subparagraph (aSub-Article 13(A), the AuthorityPurchaser, in addition to any other rights provided in this subparagraphArticle, and upon payment to Contractor of all monies due and owing as set forth in Sub-Article 13(C) below, may require the Contractor to transfer title and deliver to the Authority Purchaser in the manner and to the extent directed by the Authority Purchaser any completed equipment, material or supplies, and such partially completed cable and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (hereinafter collectively "Manufacturing Materials Materials") as the Contractor has had specifically produced or specifically acquired for the performance of such part of this Contract as has been terminatedterminated and which, if this Contract had been completed, would have been required to be furnished to the Purchaser; and the Contractor shall, upon the direction of the AuthorityPurchaser, protect and preserve property in the Contractor's possession of the Contractor in which the Authority Purchaser has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at .
C. If the Contract price. The Authority may withhold from amounts otherwise due the is terminated by Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not provided in default or that the default was excusable under the provisions of this para- graphSub-Article 13(A), the rights and obligations of the parties Purchaser shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are pay, in addition to any other rights damages payable pursuant to Sub-Article 13(E) below, the total of:
1. the cost of settling and remedies paying claims arising out of the termination of Work under the contracts and orders, as provided by law or under in Sub-Article 14(B)(3) below which are properly chargeable to the terminated portion of this Contract; and
2. the reasonable costs of settlement including accounting, legal, clerical and other expenses necessary for the preparation of settlement claims and supporting data with respect to the terminated portion of this Contract and for termination and settlement of contracts thereunder, together with reasonable storage, transportation and other costs incurred in connection with the protection, preservation and disposition of property proper to this Contract.
D. Force Majeure or Purchaser Hindrance events shall not constitute a default or provide a basis for termination under this Article.
E. Regardless of any termination of this Contract as provided in Sub-Article 13(A), neither Party shall be relieved from any liability for damages or otherwise which may have been incurred by reason of any breach of this Contract. 48 45
F. Without limitation to the foregoing, in the event that Purchaser terminates this Contract pursuant to Sub-Article 13(A), the Contractor shall be liable to Purchaser (without duplication) for the total of all costs and expenses reasonably incurred by Purchaser in completing the Work or in correcting deficiencies in the Work to the extent that the payments made to Contractor pursuant to this Contract, together with such costs and expenses, exceed the Contract Price.
Appears in 3 contracts
Samples: Project Development and Construction Contract (Asia Global Crossing LTD), Project Development and Construction Contract (Asia Global Crossing LTD), Project Development and Construction Contract (Asia Global Crossing LTD)
Termination for Default. (a) The Authority NJ TRANSIT may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one for any breach of the following circumstances:
(1) Contract including but not limited to: if the Contractor fails to make delivery of the goods or materials or to perform the Services services within the time specified herein or any extension thereof; or
(2) or if the Contractor fails to perform any of the other provisions of the Contract, so as to endanger performance of this Contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) calendar days (or such longer period as the Authority Contracting Officer may authorize in writing) after receipt of notice from the Authority Contracting Officer specifying such failure.
(b) In . If the event the Authority terminates this Contract is terminated in whole or in part as provided in subparagraph (a) of this paragraphfor default, the Authority NJ TRANSIT may procure, upon such terms and in such manner as the Authority Contracting Officer may deem appropriate, supplies or services items similar to those so terminated, and the . The Contractor shall be liable to the Authority NJ TRANSIT for any excess costs for such similar supplies goods, materials or services; provided, that the Contractor services and shall continue the performance of this Con- tract Contract to the extent, if any, it has extent not been terminated under the provisions of this subparagraph.
(c) clause. Except with respect to for the defaults default of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor Subcontractor, and if such default arises out of causes beyond the control of both the Contractor and Subcontractor Subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies goods, materials or Services services to be furnished by the Subcon- tractor Subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraphclause, it is determined by the Authority for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this para- graphclause, the rights and obligations of the parties shall be those provided in the paragraph entitled “same as if the notice of termination had been issued pursuant to Section 17, "Termination for Convenience” contained in this Exhibit E.
(f) ". The rights and remedies of the Authority NJ TRANSIT provided in this paragraph clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 3 contracts
Termination for Default. (a) The Authority Forest Park may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract Agreement in either any one of the following circumstances:
: (1i) if the Contractor fails to perform the Services this Agreement within the time specified herein or any extension thereof; or
or (2ii) if the Contractor fails to perform any of the other provisions of this Contract Agreement, or so fails to make progress as to endanger performance of this Agreement in accordance with its terms, and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority Forest Park specifying such failure.
(b) In the event the Authority Forest Park terminates this Contract Agreement in whole or in part as provided in subparagraph (a) of this paragraphabove, the Authority Forest Park may procure, upon such terms and in such manner as the Authority Forest Park may deem appropriate, supplies or services services, similar to those so terminated, and the Contractor shall be liable to the Authority Forest Park for any excess costs for such similar supplies or servicesthe same, including without limitation all cost and expenses of the type specified in the “WARRANTY” paragraph of this Agreement; provided, that the Contractor shall continue the performance of this Con- tract Agreement to the extent, if any, it has extent not been terminated under the provisions of this subparagraphhereunder.
(c) Except with respect regard to the defaults of Subcontractorssubcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract this Agreement arises out of causes beyond the control and without the fault or negligence of the Contractor. Such ; such causes may include, but are not restricted to Force Majeure Events; providedlimited to, howeveracts of God, or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, flood, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such default arises out of causes beyond the control of both the Contractor and Subcontractor the subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services services to be furnished by the Subcon- tractor subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. The term “subcontractor” shall mean subcontractor at any tier.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract Agreement under the provisions of this paragraph, it is determined by the Authority for any reason that the Contractor was not in default under the provisions above or that the default was excusable under the provisions of this para- graphparagraph, the rights and obligations of the parties shall be those provided in the paragraph entitled same as if the notice of termination has been issued pursuant to the “Termination for Convenience” contained in paragraph of this Exhibit E.Agreement.
(fe) The rights and remedies of the Authority Forest Park provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractAgreement.
Appears in 2 contracts
Samples: Professional Services, Professional Services Agreement
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph paragraph (c) below, by written notice of default to the ContractorContrac- tor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure.
(b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph paragraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraphparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 2 contracts
Samples: Contract Modification, Construction Contract
Termination for Default. (a) The Authority mayIf the Subcontractor should at any time in the judgment of the Contractor: refuse or neglect to supply sufficient skilled workmen or material of proper quality, subject or become insolvent, or refuse to follow the provisions of subparagraph (c) belowSpecifications or Contract Documents, by written notice of default or fail to pay for labor and materials for which it has received payment from the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails fail or refuse to perform the Services Subcontract Work in a good and workmanlike manner (and within the time specified herein constraints provided in the Project Subcontract and in the Contract Documents), or fail in any extension thereof; or
(2) if respect to prosecute diligently and faithfully the covenants and agreements on its part to be performed under the Project Subcontract and/or Contract Documents, then, in any of such cases, the Contractor fails shall have the right, in its sole discretion, upon written notice to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (Subcontractor, or such longer period as to anyone representing the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure.
(b) In the event the Authority terminates this Contract Subcontractor’s right to proceed, in whole or in part as provided part, pursuant to the terms hereof and/or to terminate this Mastercraft Agreement and /or Project Subcontract. In such event the Contractor may, in subparagraph (a) of this paragraphits sole discretion, finish the Authority may procure, upon such terms and in such manner as the Authority Subcontract Work by whatever method it may deem appropriate, supplies or services similar to those so terminatedexpedient, and the Contractor Subcontractor and its sureties shall be liable to the Authority Contractor for any excess costs for cost incurred in connection with finishing the Subcontract Work. In the event of such similar supplies or services; providedtermination, that the Contractor shall continue may, should it choose, take over any of the Subcontractor’s outstanding subcontracts and purchase orders and take possession of all tools, equipment, scaffolding, materials, and supplies manufactured for said work for use in the completion of the Subcontract Work. The Contractor is given a lien on all such property to secure the performance hereof. If the Subcontractor should, in the judgment of this Con- tract the Contractor, neglect, fail, or refuse to perform any portion of the Subcontract Work that affects the even-flow progress of the Project or any work of an emergency nature, the Contractor has the right, after notice to the extentSubcontractor (if Contractor in its sole discretion decides circumstances permit), if any, to perform such work without prejudice to any other remedy it has not been terminated under may have and charge the provisions of this subparagraph.
(c) Except with respect costs thereof incurred by the Contractor to the defaults of SubcontractorsSubcontractor’s account. In all events, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authorityhave, in addition to the foregoing, any other and all rights provided in this subparagraph, at law or equity as against the Subcontractor that may require exist as a result of the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority Subcontractor’s breach of any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part provision of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens Mastercraft Agreement or claims of former lien holdersProject Subcontract.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 2 contracts
Samples: Mastercraft Agreement, Mastercraft Agreement
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure.
(b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.E-Revised-2.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 2 contracts
Samples: Contract Modification, Contract Modification
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or 25.1 Notwithstanding any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract, Contractor shall be considered in default of its contractual obligations under this Contract if it:
A. Performs Work which fails to conform to the requirements of this Contract;
B. Fails to meet the Contract schedule or fails to make progress so as to endanger performance of this Contract;
X. Xxxxxxxx or refuses to proceed with any or all Work including modifications directed pursuant to the clause entitled "CHANGES"; or
X. Xxxxx to fulfill any of the terms of this Contract.
25.2 Upon the occurrence of any of the foregoing, Owner or its authorized representatives shall notify Contractor in writing of the nature of the failure and of Owner's intention to either terminate the Contract for default, or to declare the Contractor to be in default and make demand upon its surety to perform, at its sole option.
25.3 If Contractor or its surety(ies) does not commence to cure such failure within a period of ten three (103) calendar days (or such longer period as the Authority may authorize in writing) after from receipt of notification, or sooner if consideration of safety to persons is involved, or if Contractor or its surety(ies) fails to provide satisfactory evidence that such default will be corrected, Owner may, without notice from the Authority specifying such failure.
(b) In the event the Authority terminates this Contract to Contractor's surety(ies), if any, terminate in whole or in part as provided in subparagraph (a) Contractor's right to proceed with Work by written notice and prosecute the Work to completion by contract or by any other method deemed expedient. Owner may take possession of this paragraphand utilize any materials, the Authority may procureplant, upon such terms and in such manner as the Authority may deem appropriatetools, supplies or services similar to those so terminatedequipment, and property of any kind furnished by Contractor and necessary to complete the Work.
25.4 Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extentand its sureties, if any, it has not been shall be liable jointly and severally for all costs in excess of the contract price for such terminated under work reasonably and necessarily incurred in the provisions completion of this subparagraphthe Work as scheduled, including cost of administration of any contract awarded to others for completion and for liquidated damages.
(c) Except with respect to 25.5 Upon termination for default Contractor shall:
A. immediately discontinue Work on the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner date and to the extent directed by specified in the Authority any Manufacturing Materials as notice and place no further purchase orders or subcontracts to the Contractor has specifically produced or specifically acquired for extent that they relate to the performance of Work terminated;
B. inventory, maintain and turn over to Owner all materials, plant, tools, equipment, and property furnished by Contractor or provided by Owner for performance of Work;
C. promptly obtain cancellation upon terms satisfactory to Owner of all purchase orders, subcontracts, rentals, or any other agreements existing for performance of the terminated Work or assign those agreements to Owner as directed;
X. xxxxxxxxx with Owner in the transfer of information and disposition of Work in progress so as to mitigate damages;
E. comply with other reasonable requests from Owner regarding the terminated Work; and
F. continue to perform in accordance with all of the terms and conditions of the Contract such part portion of this Contract as has been Work that is not terminated; and the Contractor shall.
25.6 If, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered termination pursuant to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraphclause, it is determined by the Authority for any reason that the Contractor was not in default or that the default was excusable under the provisions of this para- graphdefault, the rights and obligations of the parties shall be those provided in the paragraph same as if the notice of termination had been issued pursuant to the clause entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract"OPTIONAL TERMINATION".
Appears in 2 contracts
Samples: General Conditions Agreement, Contractor General Conditions
Termination for Default. (a) The Authority Buyer may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorSeller, terminate the whole or any part of this Contract Order in either any one of the following circumstances:
(1i) if Seller fails to make delivery of the Contractor fails supplies or to perform the Services services within the time specified herein or any extension thereof; or
(2ii) if the Contractor Seller fails to perform any of the other provisions of this Contract Order or so fails to make progress as to endanger performance of this Order in accordance with its terms, and in either of the circumstances specified in this subpart (a)(ii) does not cure such failure within a period of ten (10) 10 days (or such longer period as the Authority Buyer may authorize in writing) after receipt of notice from the Authority Buyer specifying such failure;
(iii) Seller becomes insolvent or the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due; or
(iv) Seller fails to provide Buyer, in writing, within the time specified by Buyer, adequate assurances of performance by Seller.
(b) In the event the Authority terminates If this Contract in whole Order is so terminated, Buyer may procure or in part as provided in subparagraph (a) of this paragraph, the Authority may procureotherwise obtain, upon such terms and in such manner as the Authority Buyer may deem appropriate, supplies or services similar to those so terminated. Seller, and subject to the Contractor exceptions set forth below, shall be liable to the Authority Buyer for any excess costs for of such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor Seller shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority Buyer, in the manner and to the extent directed requested in writing by the Authority any Manufacturing Materials Buyer at or after termination, such complete or partially completed articles, property, materials, parts, tools, dies, patterns, jigs, fixtures, plans, drawings, information and contract rights as the Contractor Seller has specifically produced or specifically acquired for the performance of such the terminated part of this Contract as has been terminated; Order and Buyer will pay Seller the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment contract price for completed Manufacturing Materials articles delivered to and accepted by Buyer and the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations fair value of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights other property of Seller so requested and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractdelivered.
Appears in 2 contracts
Samples: Purchase Order, Purchase Order
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure.
(b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraphsubparagraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 2 contracts
Samples: Contract Modification, Contract Modification
Termination for Default. (a) In case of Contractor breach or failure to perform, MTS reserves the right to terminate the contract for default. MTS may award the contract to the next lowest responsive, responsible Proposer, solicit new bids, or pursue any other remedy authorized by law. In addition to any remedy authorized by law, money due to the Contractor under and by virtue of contract, as shall be considered necessary by MTS, may be retained by MTS until disposition has been made of such suits or claims for damages. The Authority may, retention of money due to the Contractor shall be subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstancesfollowing:
(1) if MTS will give the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or notice of its intention to retain funds from any partial payment, which may become due to the Contractor prior to acceptance by MTS of the contract. Retention of funds from any payment made after acceptance may be made without such longer period as prior notice to the Authority may authorize in writing) after receipt of notice from the Authority specifying such failureContractor.
(b2) In No retention of additional amounts out of partial payments will be made if the event amount to be retained does not exceed the Authority terminates this Contract in whole or in part as provided in subparagraph amount being withheld from partial payments.
(a3) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminatedIf MTS has retained funds, and it is subsequently determined that MTS is not entitled to be indemnified and saved harmless by the Contractor in connection with the matter for which such retention was made, MTS shall be liable for interest earned on the amount retained for the period of such retention. MTS may terminate the contract by serving a notice of termination on the Contractor. Notice shall set forth the manner in which the Contractor is in default, and provide the Contractor with ten (10) day’s time to cure the default to the Authority for any excess costs for such similar supplies or services; providedsatisfaction of MTS. This cure period may be adjusted if the parties so agree in writing. If MTS determines after the cure period that the default is not cured, MTS will issue a “show cause” letter to the Contractor requesting from the Contractor reasons why this contract should not be terminated. If MTS does not find that the Contractor shall continue the performance of this Con- tract has demonstrated sufficient reason for its failure to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractorscure, the contract shall be deemed terminated. The Contractor shall only be paid the contract price for supplies received and accepted, or services performed in accordance with the manner set forth in the contract. If MTS determines that the Contractor had an excusable reason for not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without performing such as a strike, fire, flood, or other events, which are not the fault of, or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of themContractor, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit MTS may allow the Contractor to meet continue work or terminate the required delivery schedulecontract for convenience.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 2 contracts
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, LANNETT may by written notice of default to the ContractorVendor, terminate the Purchase Order in whole or in part in any part of this Contract in either one of the following circumstances:
: (1i) if Vendor fails to make delivery of the Contractor fails items described herein or to perform the Services services described herein within the time specified herein specified; or any extension thereof; or
(2ii) if Vendor fails to replace or correct defective items when required to do so in accordance with the Contractor provisions of Section 7 hereof entitled "SPECIFICATIONS/ WARRANTY/ INSPECTION "; or (iii) if Vendor fails to perform any of the other provisions of this Contract and does not cure such failure within a period Purchase Order, or so fails to make progress as to endanger performance of ten (10) days (or such longer period as this Purchase Order in accordance with the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure.
(b) Terms. In the event the Authority LANNETT terminates this Contract Purchase Order in whole or in part as provided in subparagraph (a) of this paragraphabove, the Authority LANNETT may procure, upon such at terms and in such a manner as the Authority LANNETT may deem appropriate, supplies items or services similar to those so terminated, terminated and the Contractor Vendor shall be liable to the Authority LANNETT for any excess costs for such similar supplies or items and services; provided, provided that the Contractor Vendor shall continue with the performance of this Con- tract Purchase Order to the extent, if any, it has extent not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the ContractorSection. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination in accordance with the provisions of this Contract Section, it is determined for any reason that Vendor was not in default under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graphSection, the rights and obligations of the parties shall be those provided in the paragraph entitled “same as if the notice of termination had been issued pursuant to the "Termination for Convenience” contained in this Exhibit E.
(f) " Section of these Terms. The rights and remedies of the Authority LANNETT provided in this paragraph Section shall not be exclusive and are in addition to any other rights right and remedies provided by law law, in equity or under this Contractthese Terms. The insolvency or adjudication of bankruptcy, or the filing of a voluntary petition of bankruptcy, or the making of an assignment for the benefit of creditors by Vendor shall be deemed a material breach hereof. In no event shall Vendor be entitled to anticipatory profits, special, punitive, indirect, special, incidental or consequential damages under these Terms and the Purchase Order.
Appears in 2 contracts
Samples: Terms and Conditions of Purchase, Purchase Order Terms and Conditions
Termination for Default. (a1) The Authority University may, subject to the provisions of subparagraph paragraph (c3) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract contract in either any one of the following circumstances:
: (1a) if If the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
thereof-, or (2b) if If the Contractor fails to perform any of the other provisions of this Contract contract, or so fails to make progress as to endanger performance of this contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) 10 days (or such longer period as the Authority procurement officer may authorize in writing) after receipt of notice from the Authority procurement officer specifying such failure.
(b2) In the event the Authority University terminates this Contract contract in whole or in part as provided in subparagraph paragraph (a1) of this paragraphclause, the Authority University may procure, procure substitute performance upon such terms and in such whatever manner as the Authority procurement officer may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority University for any excess costs for such similar supplies or servicessubstitute performance; provided, that the Contractor shall continue the performance of this Con- tract contract to the extent, if any, it has extent not been terminated under the provisions of this subparagraphclause.
(c3) Except with respect to the defaults of Subcontractorssubcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Eventsto, acts of God or of the public enemy, acts of the University in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; provided, however, but in every case the failure to must perform shall be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such the default arises out of causes beyond the control of both the Contractor and Subcontractor subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, perform unless substitute performance for the supplies or Services to be furnished by the Subcon- tractor were subcontractor was obtainable from other sources another source in sufficient time to permit the Contractor to meet the required delivery performance schedule.
(d4) If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this clause, the rights and obligations of the parties shall, if the contract contains a clause providing for termination for convenience of the University, be the same as if the notice of termination had been issued pursuant to such clause. If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, and if this contract does not contain a clause providing for termination for convenience of the University, the contract shall be equitably adjusted to compensate for such termination and the contract modified accordingly; failure to agree to any such adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled Disputes.
(5) If this Contract contract is terminated as provided in subparagraph paragraph (a)1) of this clause, the AuthorityUniversity, in addition to any other rights provided in this subparagraphclause, may require the Contractor to transfer title and deliver to the Authority University, in the manner manner, at the times, and to the extent extent, if any, directed by the Authority any Manufacturing Materials procurement officer, (a) the fabricated or unfabricated parts, work in progress, completed work, supplies, and other material produced as the Contractor has specifically produced a part of, or specifically acquired for in connection with the performance of, the work terminated by the Notice of such part of this Contract as has Termination, and (b) the completed or partially completed plans, drawings, information, and other property which, if the contract had been terminatedcompleted, would have been required to be furnished to the University; and the Contractor shall, upon direction of the Authorityprocurement officer, protect and preserve property in the possession of the Contractor in which the Authority University has an interest. Payment for completed Manufacturing Materials supplies delivered to and accepted by the Authority University shall be at the Contract contract price. Payment for manufacturing materials delivered to and accepted by the University and for the protection and preservation of property shall be in an amount agreed upon by the Contractor and procurement officer; failure to agree to such amount shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." The Authority University may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials hereunder such sum as the Authority procurement officer determines to be necessary to protect the Authority University against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f6) The rights and remedies of the Authority University provided in this paragraph clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractcontract.
(7) As used in paragraph (3) of this clause, the terms, "subcontractor" and "subcontractors" mean subcontractor(s) at any tier.
Appears in 2 contracts
Samples: Contract, Master Agreement
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure failure. within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure.
(b) In the event of such default, Capital Metro will provide Contractor with written notice of default. Con- tractor will have (20) calendar days from the date of the notice to take action to cure the defaults, or such lesser period as specified by Capital Metro in such notice if the default creates the need for a health or safety or emergency respone and it is reasonable and feasible for Contractor to cure the default in the lesser period; provided, however, except in the event of an emergency , or a health and safety, fi Contractor commences the process of curing the default and notifies Capital metro of such action with the twenty (20) calendar day period, and proceeds diligently and continuously toward fully curing such default, Capital Metro may, at its sole discretion, grant Contractor an additional period of up to twenty (20) calendar days or such other rea- sonable period to be agreed to in writing by Capital Metro to fully cure the default. If Contractor does not satisfactorily cure the default withing the period allowed, Capital metro may terminate the Contract for de- fault.
(c) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(d) (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 1 contract
Samples: Contract Modification
Termination for Default. 22.1 If the Contractor
(a) The Authority fails to comply with Part 4 (Technical Specifications), Part 5 (Plan of Work), and Part 6 (Contractor's Network Description) so as to significantly jeopardise the performance, operation and maintenance of the Network; or
(b) fails to make progress so as to significantly jeopardise the satisfactory performance by such Contractor of its obligations under this Contract; or
(c) is in material breach of any of the provisions of the Contract; or
(d) intimates without lawful cause or justification that the Work will not or cannot be completed then the Purchasers may give thirty (30) days notice in writing to the Contractor to make good the neglect, failure or breach.
22.2 If the Contractor fails to comply with the notice referred to above within thirty (30) days from the date the notice was given, then the Purchasers may, subject to the provisions of subparagraph (c) belowthis Clause 22, by written notice Notice of Termination for default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failureContract.
(b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the 22.3 The Contractor shall not be liable for in default, if any excess costs if the failure to perform the Contract arises out of causes beyond Force Majeure or the control and without the fault acts or negligence failure to act of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedulePurchasers.
(d) 22.4 If this Contract is terminated as provided in subparagraph (a)sub-clause 22.2 above, the AuthorityPurchasers, in addition to any other rights provided in this subparagraphClause 22, may require the Contractor to transfer title and to deliver to the Authority Purchasers in the manner and to the extent directed by the Authority them, any Manufacturing Materials completed equipment, material of supplies, and such partially completed cable and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights as the Contractor has had specifically produced or specifically acquired for the performance of such part of this Contract as has may have been terminated; terminated and which if this Contract had been completed, would have been required to have been furnished to the Purchasers. In addition, the Contractor shall, upon the direction of the AuthorityPurchasers, protect and preserve property properly in its possession of the Contractor in which the Authority has Purchasers have an interest. Payment The Contractor shall be paid the prices specified in Part 2 (Price Schedule) for completed Manufacturing Materials equipment, material and supplies delivered and services performed, and the amounts agreed upon by the Purchasers and the Contractor for the manufacturing materials delivered to the Purchasers by the Contractor, and for the protection and preservation of property in which the Purchasers have an interest.
22.5 If the Contract is terminated in accordance with sub-clause 22.2, the Purchasers may elect to take over and to complete the Work. In such event, the Contractor, shall, without prejudice to any other rights or remedies of the Purchasers hereunder in law or in equity, be liable to the Purchasers for all costs so incurred by them in excess of the Contract Price, taking into account any sums due under this Contract to the Contractor for Work commenced, partly executed or completed and accepted by the Authority shall Purchasers or materials, plant, machinery, tools and implements and other things purchased, used or to be at used in connection with the Work.
22.6 If the Contract price. The Authority may withhold from amounts otherwise due is terminated in accordance with sub-clause 22.2, the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive relieved from any liability for damages or other remedies which may have been incurred by reason of any breach of the Contract. This shall include, but is not limited to, the invocation of the Letter of Performance Guarantee and are in addition to any other rights and remedies provided by law or under this Contractthe Letter of Guarantee Against Payment.
Appears in 1 contract
Samples: Supply Contract (Perusahaan Perseroan Persero Pt Telekomunikasi Indonesia TBK)
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, MTS may terminate the whole or any part of this Contract Contractor's performance in either any one of the following circumstances:
(1) A. if the Contractor fails to make delivery or fails to perform the Services within the time specified herein or any extension thereof; or
(2) B. if the Contractor delivers nonconforming goods; or
C. if Contractor fails to perform any of in accordance with the other provisions of this Contract Agreement, or so fails to make progress as to endanger performance of this Agreement in accordance with its terms. In the event of any such failure, MTS will provide Contractor with notice of the nature of the failure and MTS's intention to terminate for default. In the event Contractor does not cure such failure within a period of ten (10) calendar days (or of such longer period as the Authority may authorize in writing) after receipt notice, MTS will provide Contractor with written Notice of notice from the Authority specifying such failure.
(b) Termination for Default. In the event the Authority MTS terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraphherein, the Authority MTS may procure, upon such terms terms, and in such manner as the Authority MTS may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority MTS for any excess costs for such similar supplies or services; provided, that the and Contractor shall continue the performance of this Con- tract Agreement to the extent, if any, it has extent not been terminated under the provisions of this subparagraph.
(c) Except clause. In the event of Contractor's default, Contractor agrees to mitigate damages by cooperating with respect to the defaults MTS in transferring information and disposing of Subcontractors, the Contractor shall not be liable goods in process or MTS's materials as MTS may reasonably request. If after Notice of Termination for Default it is determined for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are reason that Contractor was not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraphclause, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graphclause, the rights and obligations of the parties shall be those provided in the paragraph entitled “same as if the Notice of Termination had been issued pursuant to the Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractConvenience clause.
Appears in 1 contract
Samples: Standard Agreement
Termination for Default. (a) The Authority mayCompany reserves the right to terminate this Agreement for default, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the in whole or any part of this Contract in either one of the following circumstances:
part, if Seller (1) if fails to supply enough property skilled workers or proper materials or equipment so as to endanger performance of this Agreement; (2) fails to make payment to subcontractors for materials or labor in accordance with the Contractor respective agreements between the Seller and the subcontractors; (3) disregards applicable laws, orders, regulations, rulings, or instructions of the Company; (4) fails to adhere to the time specified in this Agreement for performance of services or delivery of supplies; (5) fails to comply with any of the terms of this Agreement; or (6) fails to perform the Services within the time specified herein satisfactorily under this Agreement. In that event, Company shall not be liable for any services or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does supplies not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failureaccepted.
(b) In If this Agreement is terminated for default, Company may require Seller to deliver to Company any supplies and materials, manufacturing materials, and manufacturing drawings, and contract rights that Seller has specifically produced or acquired for the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) terminated portion of this paragraph, Agreement. Company shall pay the Authority may procure, agreed-upon such terms price for services performed and accepted in such manner as addition to completed supplies delivered and accepted. Company and Seller shall agree on the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority amount of payment for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraphall other deliverables.
(c) Except with respect to the for defaults of Subcontractorssub-tier subcontractors, the Contractor Seller shall not be liable for any excess costs in default because of failure to perform if the failure arises from causes beyond Seller’s reasonable control and without its fault or negligence. Seller will not be deemed to be in default for failure to perform caused by the Contract arises out failure of causes a sub-tier subcontractor if the failure was beyond the control of both Seller and sub-tier subcontractor and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Eventseither; provided, however, Seller will be in every case the failure default if Company directed Seller to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the purchase these supplies or Services services from another source and Seller failed to comply. A termination which was originally determined to be furnished by for default shall be treated as a termination for convenience if the Subcon- tractor were obtainable from other sources Seller was not in sufficient time to permit the Contractor to meet the required delivery scheduledefault.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided Company in this paragraph shall not be exclusive and clause are in addition to any other rights and remedies provided by law or under this ContractAgreement.
Appears in 1 contract
Samples: General Terms & Conditions
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole If CONTRACTOR refuses or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does Agreement with such diligence as will ensure its completion within the time specified in this Agreement, or any extension thereof, or commits any other substantial breach of this Agreement, the Procurement Officer may notify CONTRACTOR in writing of the delay or nonperformance and, if not cure cured in ten days or any longer time specified in writing by the Procurement Officer, such failure within a period of ten (10) days (officer may terminate CONTRACTOR's rights to proceed with the Agreement or such longer period part of the Agreement as to which there has been delay or a failure to properly perform. The Unified Government shall pay CONTRACTOR the costs and expenses and reasonable profit for services performed by CONTRACTOR prior to receipt of the notice of termination; however, the Unified Government may withhold from amounts due CONTRACTOR such sums as the Authority may authorize in writing) after receipt Procurement Officer deems to be necessary to protect the Unified Government against toss caused by CONTRACTOR because of notice from the Authority specifying such failure.
(b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) default. Except with respect to the defaults of Subcontractorssubcontractors, the Contractor CONTRACTOR shall not be liable for in default by reason of any excess costs failure in performance of this Agreement in accordance with its terms if CONTRACTOR has notified the Procurement Officer within 15 days of the cause of the delay and the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence such as acts of God, acts of the Contractor. Such causes may includepublic enemy, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence act of the ContractorUnified Government and any other governmental entity in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, or other labor disputes. If the failure to perform is caused by the default failure of a Subcontractor subcontractors to perform or to make progress, and if such default failure arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of themsimilar to those set forth above, the Contractor CONTRACTOR shall not be liable for any excess costs for failure deemed to performbe in default, unless the supplies or Services services to be furnished by the Subcon- tractor subcontractors were reasonably obtainable from other sources in sufficient time to permit the Contractor CONTRACTOR to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a)contract requirements Upon request of CONTRACTOR, the AuthorityProcurement Officer shall ascertain the facts and extent of such failure, in addition and, if such officer determines that any failure to perform was occasioned by any other rights provided in this subparagraphone or more of the excusable causes, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired that, but for the excusable cause, CONTRACTOR's progress and performance of such part of this Contract as has been terminated; and would have met the Contractor shall, upon direction terms of the AuthorityAgreement, protect and preserve property in possession the time for completion of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority Agreement shall be at the Contract pricerevised accordingly. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract CONTRACTOR 's right to proceed under the provisions of this paragraphclause, it is determined by the Authority for any reason that the Contractor CONTRACTOR was not in default or that the default was excusable under the provisions of this para- graphclause, and both the Unified Government and CONTRACTOR agree, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) same as if the notice of termination had not been issued. The rights and remedies following acts committed by CONTRACTOR will constitute a substantial breach of the Authority provided Agreement and may result in termination of the Agreement: • If CONTRACTOR is adjudged bankrupt or insolvent; • If CONTRACTOR makes a general assignment for the benefit of his creditors; • If a trustee or receiver is appointed for CONTRACTOR or any of his property; • If CONTRACTOR files a petition to take advantage of any debtor's act or to reorganize under bankruptcy or applicable laws; • If CONTRACTOR repeatedly fails to supply sufficient services; • If CONTRACTOR disregards the authority of the Procurement Officer; • Acts other than those specified may constitute substantial breach of this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractAgreement.
Appears in 1 contract
Samples: Lease Purchase Agreement
Termination for Default. (a) The Authority Buyer may, subject to the provisions of subparagraph 19 (c) below, by written notice of default to the ContractorSeller, terminate the whole or any part of this Contract in either any one of the following circumstances:
: (1i) if the Contractor Seller fails to make delivery of the Goods or to perform the Services this Contract within the time specified herein by this Contract or any extension thereof; or
or (2ii) if the Contractor Seller fails to perform any of the other provisions of this Contract, or so fails to make progress as to endanger performance of this Contract in accordance with its terms, and does not cure such failure within a period of ten (10) days (or such longer period (as the Authority Buyer may authorize in writing) after receipt of notice from the Authority Buyer specifying such failure.
(b) In the event the Authority Buyer terminates this Contract in whole or in part as provided in subparagraph 19 (a) of this paragraphabove, the Authority Buyer may procure, upon such terms and in such manner as the Authority Buyer may deem appropriate, supplies or services similar to those so terminated, and the Contractor Seller shall be liable to the Authority Buyer for any excess costs for such similar supplies or servicesthe same, including without limitation all costs and expenses of the type specified -0807 ¶ 10, WARRANTY; provided, that the Contractor Seller shall continue the performance of this Con- tract Contract to the extent, if any, it has extent not been terminated under the provisions of in accordance with this subparagraph-0808 ¶ 19.
(c) Except with respect to the defaults of Subcontractorssubcontractors, the Contractor Seller shall not be liable for any excess costs if the failure to perform the this Contract arises out of causes beyond the control and without the fault or negligence of the ContractorSeller. Such causes may includeare outlined in -0807 ¶ 16, but are not restricted to Force Majeure Events; provided, however, in EXCUSABLE DELAYS. In every case the failure to perform must be beyond the control and without the fault or negligence of the ContractorSeller. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such default arises out of causes beyond the control of both Seller and the Contractor and Subcontractor subcontractor, and without the fault or negligence of either of them, the Contractor Seller shall not be liable for any excess costs for failure to perform, unless the supplies or Services services to be furnished by the Subcon- tractor Seller were obtainable from other sources in sufficient time to permit the Contractor Seller to meet the required delivery schedule. The term(s) "subcontractor(s)" shall mean Seller’s subcontractor(s) at any tier.
(d) If this Contract is terminated as provided in subparagraph 19 (a)) above, the AuthorityBuyer, in addition to any other rights provided in this subparagraphContract, may require the Contractor Seller to transfer title and deliver to Buyer or the Authority Government, in the manner and to the extent directed by the Authority Xxxxx, (i) any Manufacturing Materials completed Goods, and (ii) such partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (hereinafter called "manufacturing materials") as the Contractor Seller has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor Seller shall, upon direction of the AuthorityBuyer, protect and preserve property in Seller’s possession of the Contractor in which Buyer or the Authority Government has an interest. Payment for completed Manufacturing Materials Goods delivered to and accepted by the Authority Buyer shall be at the Contract price. The Authority Payment for manufacturing materials delivered to and accepted by Buyer and for the protection and preservation of property shall be in an amount agreed to by Xxxxx and Seller; failure to agree to such amount shall be a dispute concerning a question of fact within the meaning -0807 ¶ 28, DISPUTES. Buyer may withhold from amounts otherwise due the Contractor Seller for such completed Manufacturing Materials Goods, supplies, or manufacturing materials such sum as the Authority Buyer determines to be necessary to protect Buyer or the Authority Government against loss because of outstanding liens or claims of former lien holdersholders or for damages otherwise caused by Seller's failure to perform its obligations under this Contract.
(e) If, after notice of termination of this Contract under the provisions of this paragraph-807 ¶ 19, it is determined by the Authority for any reason that the Contractor Seller was not in default under the provisions above, or that the default was excusable under the provisions of this para- graph-0807 ¶ 16, EXCUSABLE DELAYS, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies same as if the notice of the Authority provided in this paragraph shall not be exclusive and are in addition termination had been issued pursuant to any other rights and remedies provided by law or under this Contract-0807 ¶ 20, TERMINATION FOR CONVENIENCE.
Appears in 1 contract
Samples: Purchase Order
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if If the Contractor fails to perform the Services within the time specified herein refuses or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does Agreement with such diligence as will ensure its completion within the time specified in this Agreement, or any extension thereof, or commits any other substantial breach of this Agreement, the Procurement Officer may notify the Contractor in writing of the delay or nonperformance and, if not cure cured in ten days or any longer time specified in writing by the Procurement Officer, such failure within a period of ten (10) days (officer may terminate the Contractor's rights to proceed with the Agreement or such longer period part of the Agreement as to which there has been delay or a failure to properly perform. The Unified Government shall pay the Contractor the costs and expenses and reasonable profit for services performed by the Contractor prior to receipt of the notice of termination; however, the Unified Government may withhold from amounts due the Contractor such sums as the Authority may authorize in writing) after receipt of notice from Procurement Officer deems to be necessary to protect the Authority specifying such failure.
(b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and Unified Government against toss caused by the Contractor shall be liable to because of the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) default. Except with respect to the defaults of Subcontractorssubcontractors, the Contractor shall not be liable for in default by reason of any excess costs failure in performance of this Agreement in accordance with its terms if the Contractor has notified the Procurement Officer within 15 days of the cause of the delay and the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence such as acts of God, acts of the Contractor. Such causes may includepublic enemy, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence act of the ContractorUnified Government and any other governmental entity in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, or other labor disputes. If the failure to perform is caused by the default failure of a Subcontractor subcontractor to perform or to make progress, and if such default failure arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of themsimilar to those set forth above, the Contractor shall not be liable for any excess costs for failure deemed to performbe in default, unless the supplies or Services services to be furnished by the Subcon- tractor subcontractor were reasonably obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a)contract requirements Upon request of the Contractor, the AuthorityProcurement Officer shall ascertain the facts and extent of such failure, in addition and, if such officer determines that any failure to perform was occasioned by any other rights provided in this subparagraphone or more of the excusable causes, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired that, but for the excusable cause, the Contractor's progress and performance of such part of this Contract as has been terminated; and would have met the Contractor shall, upon direction terms of the AuthorityAgreement, protect and preserve property in possession the time for completion of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority Agreement shall be at the Contract pricerevised accordingly. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract the Contractor's right to proceed under the provisions of this paragraphclause, it is determined by the Authority for any reason that the Contractor was not in default or that the default was excusable under the provisions of this para- graphclause, and both the Unified Government and the Contractor agree, the rights and obligations of the parties shall be the same as if the notice of termination had not been issued. The following acts committed by the Contractor will constitute a substantial breach of the Agreement and may result in termination of the Agreement: If the Contractor is adjudged bankrupt or insolvent; If the Contractor makes a general assignment for the benefit of his creditors; If a trustee or receiver is appointed for the Contractor or any of his property; If the Contractor files a petition to take advantage of any debtor's act or to reorganize under bankruptcy or applicable laws; If the Contractor repeatedly fails to supply sufficient services; If the Contractor disregards the authority of the Procurement Officer; Acts other than those provided specified may constitute substantial breach of this Agreement. Termination for Convenience The Procurement Officer may, when the interests of the Unified Government so require, terminate this contract in whole or in part, for the convenience of the Unified Government. The Procurement Officer shall give written notice of the termination to the Contractor specifying the part of the contract terminated and when termination becomes effective. The Contractor shall incur no further obligations in connection with the terminated work and on the date set in the paragraph entitled “Termination notice of termination the Contractor will stop work to the extent specified. The Procurement Officer shall pay the Contractor the following amounts: All costs and expenses incurred by the Contractor for Convenience” contained in this Exhibit E.
(f) The rights and remedies work accepted by the Unified Government prior to the Contractor's receipt of the Authority provided in this paragraph notice of termination, plus a reasonable profit for said work. All costs and expenses incurred by the Contractor for work not yet accepted by the Unified Government but performed by the Contractor prior to receipt of the notice of termination, plus a reasonable profit for said work. Anticipatory profit for work and services not performed by the Contractor shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractallowed.
Appears in 1 contract
Samples: Contract
Termination for Default. (a) The Authority 21.2.1 SAIC-F may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorSubcontractor, terminate the whole or any part of this Contract Agreement, in either any one of the following circumstances:
(1) if a. Subcontractor fails to make delivery of the Contractor fails goods or to perform the Services services within the time specified herein or any extension thereof; or
(2) if the Contractor b. Subcontractor fails to perform any of the other provisions of this Contract Agreement in accordance with its terms and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority SAIC-F specifying such failure; or
c. Subcontractor becomes insolvent or the subject of proceedings under any law relating to the relief of debtors or admits in writing its inability to pay its debts as they become due.
(b) In the event the Authority terminates 21.2.2 If this Contract in whole Agreement is so terminated, SAIC-F may procure or in part as provided in subparagraph (a) of this paragraph, the Authority may procureotherwise obtain, upon such terms and in such manner as the Authority SAIC-F may deem appropriate, supplies goods or services similar to those so terminated, and the Contractor . Subcontractor shall be liable to the Authority SAIC-F for any excess costs for of such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor 21.2.3 Subcontractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority SAIC-F, in the manner and to the extent directed requested in writing by the Authority any Manufacturing Materials SAIC-F at or after termination, such complete or partially completed articles, property, materials, parts, tools, fixtures, plans, drawings, information and contract rights as the Contractor Subcontractor has specifically produced or specifically acquired for the performance of such the terminated part of this Contract as has been terminated; Agreement, and SAIC-F will pay Subcontractor the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment contract price for completed Manufacturing Materials articles delivered to and accepted by SAIC-F and the Authority fair value of the other property of Subcontractor so requested and delivered.
21.2.4 Subcontractor shall be at continue performance of this Agreement to the Contract priceextent not terminated. SAIC-F shall have no obligation to Subcontractor with respect to the terminated part of this Agreement except as herein provided. [*]The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The Authority may withhold from amounts confidential portions have been submitted separately to the Securities and Exchange Commission Page 13 of 32 22.0 SAIC-F FURNISHED DATA AND MATERIALS All items furnished, loaned or bailed by SAIC-F hereunder, or fabricated, manufactured, purchased, or otherwise due acquired by Subcontractor for the Contractor for such completed Manufacturing Materials such sum as performance of this Agreement and specifically charged to SAIC-F, are the Authority determines to be necessary to protect the Authority against loss because property of outstanding liens SAIC-F. Upon completion, expiration or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions Agreement, Subcontractor shall return all such items in good condition, reasonable wear only excepted, together with all spoiled and surplus items to SAIC-F, or make such other disposition thereof as may be directed or approved by SAIC-F. Subcontractor agrees to replace, at its expense, all such items not so returned. Subcontractor shall make no charge for any storage, maintenance or retention of this paragraphsuch items. Subcontractor shall bear all risk of loss for all such items in Subcontractor's possession. Subcontractor also agrees to use any designs or data contained or embodied in such items in accordance with any restrictive legends placed on such items by SAIC-F or any third party. If SAIC-F furnishes any material, it is determined by the Authority for fabrication hereunder, Subcontractor agrees: (i) not to substitute any other material for such fabrication with SAIC-F's prior written consent, and (ii) that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph title to such material shall not be exclusive and are affected by incorporation in addition or attachment to any other rights and remedies provided by law or property. 23.0 PUBLICATION/ PUBLICITY AND PRESS RELEASE
23.1 Publication/Publicity. Unless otherwise specified in this contract, the Subcontractor is encouraged to publish the results of its work under this Contract.Agreement. A copy of each article submitted by the Subcontractor for publication shall be promptly sent to the SAIC-F Technical Representative and shall also inform the same when the article or other publication is published. Additionally, final manuscripts shall be submitted electronically to the NIH National Library of Medicine's (NLM) PubMed Central (PMC) (Available at: xxxx://xxx.xxxxxxxxxxxxx.xxx.xxx). The subcontractor shall acknowledge the support of the National Institutes of Health whenever publicizing the work under this Agreement in any media by including an acknowledgment substantially as follows:
Appears in 1 contract
Samples: Basic Ordering Agreement
Termination for Default. (a) The Authority COUNTY may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorVENDOR, terminate the whole or any part of this Contract Master Agreement if, in either one the judgment of the following circumstancesCOUNTY's Purchasing Agent:
(1) if the Contractor A. VENDOR has materially breached this Master Agreement as elsewhere provided herein: or
B. VENDOR fails to timely provide and/or satisfactorily perform the Services within the time specified herein any task, deliverable, service, or any extension thereofother work required under this Master Agreement hereunder; or
(2) if the Contractor fails to perform C. VENDOR has assigned or delegated its duties or subcontracted any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure.
(b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor Agreement without prior written consent by COUNTY as elsewhere provided. VENDOR shall not be liable for any excess costs if the If its failure to perform the Contract under this Master Agreement, arises out of from force majeure, i.e., causes beyond the control and without the fault or negligence of the ContractorVENDOR. Such causes may include, but are not restricted to Force Majeure Eventsnecessarily limited to: acts of God or of the public enemy, acts of COUNTY in either its sovereign or contractual capacity, acts of Federal or State Governments in their sovereign capacities, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; provided, however, but in every case case, the failure to perform must be beyond the control and without the fault or negligence of the ContractorVENDOR. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such default arises out of causes beyond the control of both the Contractor VENDOR and Subcontractor subcontractor, and without the fault or negligence of either of themeither, the Contractor VENDOR shall not be liable for any such excess costs for failure to perform, unless the supplies goods or Services services to be furnished by the Subcon- tractor subcontractor were obtainable from other sources in sufficient time to permit the Contractor VENDOR to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided requirements. As used in this subparagraph, may require subparagraph the Contractor to transfer title terms "subcontractor" and deliver to the Authority in the manner and to the extent directed by the Authority "subcontractors" mean subcontractor(s) at any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interesttier. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after COUNTY has given notice of termination of this Contract under the provisions of this paragraphParagraph 17.0, it is determined by the Authority COUNTY that the Contractor VENDOR was not in default under these provisions, or that the default was excusable under the provisions of this para- graphthese provisions, the rights and obligations of the parties shall be those provided in the paragraph entitled “same as if the notice of termination had been issued pursuant to Paragraph 18.0 (Termination for Convenience” contained in this Exhibit E.
(f) ). The rights and remedies of the Authority COUNTY provided in this paragraph shall not be Paragraph 17.0 are non-exclusive and are in addition to any other rights and remedies provided by law or under this Contractcumulative.
Appears in 1 contract
Samples: Master Agreement (Wareforce Com Inc)
Termination for Default. (a) The Authority NJ TRANSIT may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one for any breach of the following circumstances:
(1) Contract including but not limited to: if the Contractor fails to make delivery of the goods or materials or to perform the Services services within the time specified herein or any extension thereof; or
(2) or if the Contractor fails to perform any of the other provisions of the Contract, so as to endanger performance of this Contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) calendar days (or such longer period as the Authority Contracting Officer may authorize in writing) after receipt of notice from the Authority Contracting Officer specifying such failure.
(b) In . If the event the Authority terminates this Contract is terminated in whole or in part as provided in subparagraph (a) of this paragraphfor default, the Authority NJ TRANSIT may procure, upon such terms and in such manner as the Authority Contracting Officer may deem appropriate, supplies or services items similar to those so terminated, and the . The Contractor shall be liable to the Authority NJ TRANSIT for any excess costs for such similar supplies goods, materials or services; provided, that the Contractor services and shall continue the performance of this Con- tract Contract to the extent, if any, it has extent not been terminated under the provisions of this subparagraph.
(c) clause. Except with respect to for the defaults default of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor Subcontractor, and if such default arises out of causes beyond the control of both the Contractor and Subcontractor Subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies goods, materials or Services services to be furnished by the Subcon- tractor Subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraphclause, it is determined by the Authority for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this para- graphclause, the rights and obligations of the parties shall be those provided in the paragraph entitled “same as if the notice of termination had been issued pursuant to Section 17, "Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract".
Appears in 1 contract
Samples: Contract
Termination for Default. (a) The Authority Leidos may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorSupplier, terminate the whole or any part of this Contract Subcontract in either one of the following circumstances:
event Supplier (1i) if the Contractor fails to perform deliver the Services goods within the time specified herein or any extension thereof; or
(2) if the Contractor or fails to perform any of the other provisions of this Contract Subcontract or so fails to make progress as to endanger performance of this Subcontract in accordance with its terms, and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority Leidos specifying such failure; or (iii) becomes insolvent or the subject of proceedings under any law relating to the relief of debtors or admits in writing its inability to pay its debts as they become due.
(b) In the event the Authority If Leidos terminates this Contract in whole Subcontract hereunder, Leidos may procure or in part as provided in subparagraph (a) of this paragraph, the Authority may procureotherwise obtain, upon such terms and in such manner as the Authority Leidos may deem appropriate, supplies or services goods similar to those so terminated, and the Contractor . Supplier shall be liable to the Authority Leidos for any excess costs for of such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraphgoods.
(c) Except with respect to the defaults of Subcontractors, the Contractor Supplier shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority Leidos, in the manner and to the extent directed requested in writing by the Authority any Manufacturing Materials Leidos at or after termination, such complete or partially completed articles, property, materials, parts, tools, fixtures, plans, drawings, information and contract rights as the Contractor Supplier has specifically produced or specifically acquired for the performance of such the terminated part of this Contract as has been terminated; Subcontract and Leidos shall pay Supplier the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment price for completed Manufacturing Materials articles delivered to and accepted by Leidos and the Authority fair value of the other property of Supplier so requested and delivered. Supplier shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination continue performance of this Contract under Subcontract to the provisions extent not terminated. Leidos shall have no obligation to Supplier with respect to the terminated part of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractSubcontract except as herein provided.
Appears in 1 contract
Samples: Subcontract
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph paragraph (c) below, by written notice of default to the ContractorContrac- tor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure.
(b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph paragraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraphparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraphparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 1 contract
Termination for Default. Time is of the essence in this Agreement. Except for delay, which is due to causes beyond the reasonable control and without the fault or negligence of Supplier and its suppliers (alasting not more than ten (10) The Authority business days), Progress may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractordefault, terminate the whole or any part of this Contract Agreement in either any one of the following circumstancescircumstances if:
(1) if the Contractor 18.5.1. Supplier fails to perform the Services within the time specified herein or any written extension thereofgranted by Progress or fails to make progress as to endanger performance of this Agreement;
18.5.2. Supplier breaches, violates or Progress finds to be untrue, any of the certifications, representations and warranties set forth in this Agreement, including Section 9; or
(2) if the Contractor 18.5.3. Supplier fails to perform comply with any of the other provisions terms and conditions of this Contract and Agreement. Such termination shall become effective if Supplier does not cure such failure within a period of ten (10) days (or such longer period as the Authority Progress may authorize in writing) after receipt of notice from the Authority specifying such failure.
(b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) . Upon termination, Supplier shall continue performance of this paragraphAgreement to the extent not terminated, the Authority and Progress may procure, upon such terms and in such manner as the Authority may it shall deem appropriate, supplies or services Services and/or deliverables similar to those so terminated, and the Contractor Supplier shall be liable to the Authority Progress for any excess costs for such similar supplies Services and/or deliverables. In lieu of termination for default, Progress, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Supplier's performance, in which case an equitable reduction in the amount of payments to be made under the Agreement shall be negotiated. If Supplier for any reason anticipates difficulty complying with any required delivery dates hereunder, or services; provided, that in meeting any of the Contractor shall continue the performance other requirements of this Con- tract to Agreement, Supplier shall promptly notify Progress in writing. If Supplier does not comply with any schedule hereunder, Progress may require delivery by the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for fastest means available and charges resulting from any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to such premium transportation must be beyond the control fully pre-paid and without the fault or negligence of the Contractorabsorbed by Supplier. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority Progress provided in this paragraph clause shall not be exclusive and are in addition to any other rights and remedies provided by contract, law or under this Contractequity.
Appears in 1 contract
Samples: Master Services Agreement (Touchpoint Metrics, Inc.)
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the If Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of after ten (10) days (or such longer period as of its receipt of a written notice thereof, the Authority may authorize find Contractor to be in writingpartial or complete default. If Contractor does not cure such default within thirty (30) days after receipt of notice from written notification that such failure has occurred, or provide a plan to cure such default which is reasonably acceptable to the Authority specifying such failure.
(b) In within the event time specified by the Authority, then the Authority terminates may, in its discretion, terminate this Contract, in whole or in part, on the basis of Contractor’s default of this Agreement. The term "default" for purposes of this Section includes, but is not limited to: the performance of the work in violation of the terms of the Contract; abandonment, assignment or subletting of the Contract without approval of the Authority; filing a petition for bankruptcy by or against the Contractor or appointment of a receiver for Contractor’s property; initiation of a federal or state proceeding for relief of debtors by or against Contractor; failure of the Contractor to perform its obligations under the Contract Documents (including but not limited to use of materials, supplies, plant, or equipment of quality or quantity below the requirements in the Contract Documents; failure to perform its obligations under the Contract Documents within the time specified therein; failure to meet Tier 4 Certification prior to delivery, or the performance of the Contract in bad faith. If the Contract is terminated in whole or in part as provided in subparagraph (a) of this paragraphfor default, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies Locomotives or services similar to those so terminated. Without in any way affecting the Authority's rights under the Performance Guaranty, and the Contractor shall may be liable to the Authority for any excess reasonable costs for such or expenses incurred by Authority in reprocuring elsewhere similar supplies Locomotives or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraphclause, it is determined by the Authority for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this para- graphclause, the rights and obligations of the parties shall Parties will be those provided in the paragraph entitled “Termination same as if the notice of termination had been issued pursuant to termination for Convenience” contained in convenience of the Authority. All finished documents and any completed Locomotives produced pursuant to this Exhibit E.
(f) The rights and remedies Contract will become the property of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractupon the effective date of such termination for default.
Appears in 1 contract
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one i. Time is of the following circumstances:
(1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure.
(b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except essence with respect to the defaults performance and completion of Subcontractors, all the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time Contractor pursuant to permit Work Authorizations issued and which specify an agreed-upon completion or delivery date. Without limiting the foregoing, the Contractor shall furnish all Services in such a manner and at such times as ATI may reasonably require. Should the Contractor at any time not carry out its material obligations under t h i s Agreement or not be providing the Services to meet be rendered hereunder in an expeditious and efficient manner, or if the required delivery schedule.
Contractor shall fail in any manner to discharge any other of its obligations under this Agreement, ATI may, upon providing the Contractor with thirty (d30) days prior written notice and opportunity to cure, terminate this Agreement effective on the date following said 30-day notice and cure period (the "Termination Date"). Such termination shall not constitute a waiver or release by ATI of any claims for damages, claims for additional costs incurred by ATI to complete and/or correct the work described in this Agreement, or any other claims or actions arising under this Agreement or available at law or equity which it may have against the Contractor for its failure to perform satisfactorily any obligation hereunder, nor shall such termination pursuant to this Article 14(d) or Article 14(e) below abrogate or in any way affect the indemnification obligations of the Contractor set forth in Article 10(c) hereof. If ATI shall terminate this Contract is terminated Agreement as provided in subparagraph (a)this Article 14, no fees of any type, other than fees due and payable pursuant to Article 1 as of the Termination Date for work performed and acceptable to ATI, shall thereafter be paid to or collected by the Consultant, and ATI shall have a right to set off or otherwise recover any damages incurred by reason of the Contractor's breach hereof, together with the right to set off amounts owed to the Contractor pursuant to the indemnity provisions. In determining the amount of any payments owed to the Contractor, the Authority, in addition to any other rights provided in this subparagraph, may require value of the work performed by the Contractor prior to transfer title and deliver to termination shall be no greater than the Authority in the manner and to the extent directed value that would result by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of compensating the Contractor in which accordance with Article 1 hereof for all Services performed and expenses reimbursable in accordance with this Agreement.
ii. Time is of the Authority has an interestessence with respect to the payment of the Contractor’s invoices issued pursuant to Article 1. Payment for completed Manufacturing Materials delivered Should ATI at any time fail to pay a correct invoice, the Contractor may, upon providing ATI with thirty (30) days prior written notice and accepted opportunity to cure, terminate this Agreement effective on the date following said 30-day notice and cure period (the "Termination Date"). Such termination shall not constitute a waiver or release by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due Contractor of any claims for damages, claims for additional costs incurred by the Contractor including its reasonable development, deployment, or demobilization costs, or any other claims or actions arising under this Agreement or available at law or equity which it may have against ATI for its failure to perform satisfactorily any obligation hereunder, nor shall such completed Manufacturing Materials such sum as termination pursuant to this Article 14(d) or Article below abrogate or in any way affect the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and indemnification obligations of the parties shall be those provided ATI set forth in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(fArticle 10(c) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contracthereof.
Appears in 1 contract
Samples: Professional Services Contract
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure.
(b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any reason‐ able excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract Contract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 1 contract
Samples: Contract Modification
Termination for Default. (a) The Authority 1. Buyer may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorSeller, terminate the whole or any part of this Contract Order in either one any on of the following circumstances:
: (1i) if Seller fails to make delivery of the Contractor fails goods or to perform the Services services required by this order within the time specified herein or any extension thereof; or
thereof or (2ii) if Seller fails to perform any of the Contractor fails requirements or to perform any of the other provisions of this Contract Order, or so fails to make progress as to endanger performance of this Order in accordance with its terms and conditions, and does not cure such failure within a period of ten (10) days (or such longer period as the Authority Buyer may authorize in writing) after receipt of notice from the Authority Buyer specifying such failure.
(b) 2. In the event the Authority Buyer terminates this Contract Order in whole or in part as provided in subparagraph (a1) above, Buyer shall have no further obligation to Seller under the terminated portion of this paragraph, the Authority Order and Buyer may procure, upon such terms items and in such manner as the Authority Buyer may deem appropriate, supplies goods or services similar to those so terminated, and the Contractor Seller shall be liable to the Authority Buyer for any excess costs for such similar supplies or servicesthe same; provided, provided that the Contractor shall Seller continue the performance of this Con- tract Order to the extent, if any, it has extent not been terminated under the provisions of this subparagraphhereunder.
(c) 3. Except with respect to the defaults of Subcontractorssubcontractors, the Contractor Seller shall not be liable for any excess costs if the failure to perform the Contract this Order arises out of causes beyond the control and without the fault or negligence of the ContractorSeller. Such causes may include, but are not restricted to Force Majeure Events; providedlimited to, howeveracts of God, or of the public enemy, act of the Government in either its sovereign or contractual capacity, fires, flood, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the control and without the fault or negligence of the ContractorSeller.
4. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such default arises out of causes beyond the control of both Seller and the Contractor and Subcontractor subcontractor, and without the fault or negligence of either of them, the Contractor Seller shall not be liable for any excess costs for failure to perform, unless the supplies goods or Services services to be furnished by the Subcon- tractor subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.in
Appears in 1 contract
Samples: Purchase Order
Termination for Default. (a) The Authority may, subject to Time is of the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of essence for this Contract in either one Agreement. Each of the following circumstancesshall be considered a "Default" by Tenant of this Lease:
(1i) if If the Contractor fails Tenant shall fail to perform pay rent, leasehold excise tax, and other legitimate costs as set forth herein, after ten (10) days' written notice, the Services within Port may, at is option, declare this Lease cancelled and forfeited, and the time specified herein Tenant's right to possession ended. The Port may re-enter said Premises with or any extension without process of law and take possession thereof; or.
(2ii) if If the Contractor fails Tenant shall fail to keep and perform any of the other provisions of this Contract non-financial covenants or agreements herein contained and does not cure shall fail to remedy any such failure Default thereof within a period of ten (10) days after written notice thereof by the Port to Tenant (or if the Default is a character which cannot be remedied within ten (10) days after such longer period as notice, then if the Authority may authorize in writingTenant shall fail to commence to remedy such Default within such ten (10) after receipt of notice from the Authority specifying days and thereafter proceed diligently and continuously to remedy such failure.
(b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraphDefault), the Authority Port may procure, upon such terms at its option declare this Lease cancelled and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor forfeited. The Port shall not be liable for any excess costs if damage by reason of such re-entry or forfeiture. If upon such a re-entry there remains any personal property of the failure to perform Tenant, or of any other person, upon the Contract arises out of causes beyond Premises, the control and Port may, but without the fault obligation to do so, remove said personal property and hold it for the owner thereof. Or the Port may place the same in a public garage or negligence warehouse, all at the expense and risk of the Contractorowners thereof. Such causes may includeThe Tenant shall reimburse the Port for any expense incurred by the Port in connection with such removal and storage. The Port shall have the right to sell such stored property, but are not restricted without notice to Force Majeure Events; providedthe Tenant, howeverafter it has been stored for a period of thirty (30) days or more. The proceeds of such sale to be applied first to the costs of such sale, in every case second to the failure to must be beyond the control and without the fault or negligence payment of the Contractorcharges for storage, and third to the payment of any other amounts which may be then due from the Tenant to the Port. If The balance, if any, shall be paid to the failure to perform is caused by the default of a Subcontractor and if Tenant. Notwithstanding any such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of themre-entry, the Contractor liability of Tenant for the full rental provided for herein shall not be liable extinguished for the balance of the term of this Lease. The Tenant shall make good to the Port any excess costs for failure to perform, unless deficiency arising from a reletting of the supplies or Services to be furnished Premises at a lesser rental than that thereinbefore agreed upon. The Tenant shall pay such deficiency upon demand by the Subcon- tractor were obtainable from other sources in sufficient time to permit Port after the Contractor to meet the required delivery schedule.
(d) If this Contract amount thereof is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed ascertained by the Authority any Manufacturing Materials as the Contractor has specifically produced Port. If Port defaults or specifically acquired for the performance of such part is in breach of this Contract as has been terminated; and the Contractor shallLease, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered Tenant is entitled to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and all remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided allowed by law or under this Contractin equity, including injunctive relief.
Appears in 1 contract
Samples: Lease Agreement
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure.
(b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraphparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraphparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.E-Revised-5.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 1 contract
Samples: Contract Modification
Termination for Default. (a1) The Authority State may, subject to the provisions of subparagraph paragraph (c3) belowof this regulation, by written notice of default to the Contractor, terminate the whole or any part of this Contract contract in either any one of the following circumstances:
(1a) if If the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2b) if If the Contractor fails to perform any of the other provisions of this Contract contract, or so fails to make progress as to endanger performance of this contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) 10 days (or such longer period as the Authority procurement officer may authorize in writing) after receipt of notice from the Authority procurement officer specifying such failure.
(b2) In the event the Authority State terminates this Contract contract in whole or in part as provided in subparagraph paragraph
(a1) of this paragraphclause, the Authority State may procure, procure substitute performance upon such terms and in such whatever manner as the Authority procurement officer may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority State for any excess costs for such similar supplies or servicessubstitute performance; provided, that the Contractor shall continue the performance of this Con- tract contract to the extent, if any, it has extent not been terminated under the provisions of this subparagraphclause.
(c3) Except with respect to the defaults of Subcontractorssubcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Eventsto, acts of God or of the public enemy, acts of the State in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; provided, however, but in every case the failure to must perform shall be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such the default arises out of causes beyond the control of both the Contractor and Subcontractor subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, perform unless substitute performance for the supplies or Services to be furnished by the Subcon- tractor were subcontractor was obtainable from other sources another source in sufficient time to permit the Contractor to meet the required delivery performance schedule.
(d4) If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this clause, the rights and obligations of the parties shall, if the contract contains a clause providing for termination for convenience of the State, be the same as if the notice of termination had been issued pursuant to such clause. If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, and if this contract does not contain a clause providing for termination for convenience of the State, the contract shall be equitably adjusted to compensate for such termination and the contract modified accordingly; failure to agree to any such adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes."
(5) If this Contract contract is terminated as provided in subparagraph paragraph (a)1) of this clause, the AuthorityState, in addition to any other rights provided in this subparagraphclause, may require the Contractor to transfer title and deliver to the Authority State, in the manner manner, at the times, and to the extent extent, if any, directed by the Authority any Manufacturing Materials procurement officer, (a) the fabricated or unfabricated parts, work in progress, completed work, supplies, and other material produced as the Contractor has specifically produced a part of, or specifically acquired for in connection with the performance of, the work terminated by the Notice of such part of this Contract as has Termination, and (b) the completed or partially completed plans, drawings, information, and other property which, if the contract had been terminatedcompleted, would have been required to be furnished to the State; and the Contractor shall, upon direction of the Authorityprocurement officer, protect and preserve property in the possession of the Contractor in which the Authority State has an interest. Payment for completed Manufacturing Materials supplies delivered to and accepted by the Authority State shall be at the Contract contract price. Payment for manufacturing materials delivered to and accepted by the State and for the protection and preservation of property shall be in an amount agreed upon by the Contractor and procurement officer; failure to agree to such amount shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." The Authority State may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials hereunder such sum as the Authority procurement officer determines to be necessary to protect the Authority State against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f6) The rights and remedies of the Authority State provided in this paragraph clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractcontract.
(7) As used in paragraph (3) of this clause, the terms, "subcontractor" and "subcontractors" mean subcontractor(s) at any tier."
Appears in 1 contract
Samples: Contract for Enterprise Budgeting System Replacement
Termination for Default. (a) The Authority GRTC may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) : if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) or if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority GRTC may authorize in writing) after receipt of notice from the Authority GRTC specifying such failure.
(b) . In the event the Authority GRTC terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority GRTC may procure, upon such terms and in such manner as the Authority GRTC may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority GRTC for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract Contract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the AuthorityGRTC, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority GRTC in the manner and to the extent directed by the Authority GRTC any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the AuthorityGRTC, protect and preserve property in possession of the Contractor in which the Authority GRTC has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority GRTC shall be at the Contract price. The Authority GRTC may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority GRTC determines to be necessary to protect the Authority GRTC against loss because of outstanding liens or claims of former lien holders.
(e) . If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority GRTC that the Contractor was not in default or that the default was excusable under the provisions of this para- graphparagraph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) E. The rights and remedies of the Authority GRTC provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 1 contract
Samples: Services Contract
Termination for Default. 18.1 The following circumstances shall constitute events of default by Subcontractor:
(a) The Authority may, subject to Subcontractor is adjudged bankrupt or makes a general assignment for the provisions benefit of subparagraph creditors;
(b) a receiver is appointed on account of Subcontractor's insolvency;
(c) below, Subcontractor refuses or neglects to supply a sufficient number of properly skilled workers or sufficient materials of the proper quality;
(d) Subcontractor fails to prosecute the Work with the promptness and diligence necessary to prosecute the Work in accordance with the then existing Subcontract Schedule;
(e) Subcontractor fails to promptly or properly correct defective work as required by the Contract Documents;
(f) Subcontractor fails to comply with Applicable Laws;
(g) Subcontractor interferes with the work of WINTER XXXXXXX or other subcontractors on the Project;
(h) Subcontractor fails to remove a claim of lien or claim on any payment or performance bond filed against the Project by its subcontractors or suppliers;
(i) Subcontractor fails to comply with its defense and indemnity obligations under this Subcontract;
(j) Subcontractor fails to furnish WINTER XXXXXXX with payment or performance bonds as required by the Subcontract;
(k) Subcontractor fails to furnish or maintain insurance coverage in the form and amounts required by the Subcontract; or
(l) Subcontractor breaches a material obligation of the Subcontract Documents.
18.2 If Subcontractor fails to cure an event of default within seventy-two (72) hours after receipt of written notice of default from WINTER XXXXXXX, WINTER XXXXXXX may, without prejudice to the Contractorany other rights or remedies, terminate the whole Subcontractor and, subject to any prior rights of Subcontractor's surety: (a) exercise all rights and benefits of Subcontractor under any sub- subcontracts or any part material purchase orders, or both, issued by Subcontractor in connection with the Work; (b) supply such number of this Contract in either one workers and quantity of materials, equipment and other facilities as WINTER XXXXXXX deems reasonably necessary for the completion of the following circumstances:
Work; (1c) if the Contractor fails contract with one or more additional contractors to perform the Services within Work as reasonably necessary to provide the time specified herein or any extension thereof; or
(2) if the Contractor fails to perform any most expeditious completion of the other provisions Work. WINTER XXXXXXX shall be entitled to charge all reasonable costs incurred in this regard (including attorneys’ fees), plus an amount equal to fifteen percent (15%) of this all costs incurred in the completion of the Work for WINTER XXXXXXX’x administrative burden, which the parties agree is a reasonable estimate of the administrative burden which WINTER XXXXXXX will incur and is not assessed as a penalty.
18.2.1 When WINTER XXXXXXX terminates the Contract due to Subcontractor’s default, Subcontractor shall not be entitled to receive further payment until the Work is finished.
18.2.2 If the unpaid balance of the Subcontract Price exceeds the expenses incurred by WINTER XXXXXXX completing the Work plus any direct damages incurred by WINTER XXXXXXX or Owner by virtue of the default, such excess shall be paid to Subcontractor within forty-five (45) days after WINTER XXXXXXX’x receipt of final payment from the Owner. If such expenses and does not cure such failure damages exceed the unpaid balance of the Subcontract Price, Subcontractor shall pay the difference to WINTER XXXXXXX within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failurea written demand by WINTER XXXXXXX accompanied by reasonable supporting documentation.
(b) 18.2.3 If WINTER XXXXXXX performs any of Subcontractor's Work or sublets such Work to be performed, WINTER XXXXXXX or the persons to whom Work has been sublet shall have the right to take and use all of the materials, implements, equipment, appliances or tools furnished by or delivered to Subcontractor and located on the Project, or other designated storage locations, all of which Subcontractor assigns and transfers to WINTER XXXXXXX.
18.3 In the event Subcontractor is adjudged bankrupt, makes a general assignment for the Authority terminates benefit of creditors, or takes any other action to afford itself protection under the bankruptcy laws of the United States, and should WINTER XXXXXXX not otherwise have the right to terminate this Contract Subcontract, then the Subcontractor, as a debtor-in-possession in whole a voluntary or in part involuntary bankruptcy case under Chapter 11 of Title 11 of the United States Code, shall immediately, but no later than fifteen (15) days from the date the bankruptcy is commenced, file with the Bankruptcy Court a motion and order pursuant to 11 U.S.C. § 365 assuming this Subcontract as provided in subparagraph (a) written. Subcontractor shall expeditiously effect the entry of such an order approving the assumption of this paragraphSubcontract. Further, on or before the Authority may procurefifteenth (15th) day, upon such terms and in such manner Subcontractor shall cure all defaults that exist under this Subcontract pursuant to 11 U.S.C. § 365. Should Subcontractor fail to assume this Subcontract as the Authority may deem appropriatespecified above, supplies or services similar to those so terminated, and the Contractor then this Subcontract shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence deemed rejected as of the Contractordate the bankruptcy commenced. Such causes In the event this Subcontract is rejected or deemed rejected, Subcontractor consents to relief from the automatic stay pursuant to 11 U.S.C. § 362(d) without notice or hearing so that WINTER XXXXXXX may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The exercise its rights and remedies under this Subcontract and against this Subcontractor.
18.4 In the event any termination for default of the Authority provided in Subcontractor under the Subcontract is determined improper, the termination shall be automatically converted to a termination for convenience.
18.5 Subcontractor shall incorporate provisions similar to this paragraph shall not be exclusive Article within agreements with its Subcontractors and are in addition to any other rights and remedies provided by law or under this Contractsuppliers.
Appears in 1 contract
Samples: Subcontract Agreement
Termination for Default. (a) The Authority may17.1 If, subject to in the provisions opinion of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or Subcontractor shall at any part of this Contract in either one of the following circumstances:
time (1) if refuse or fail to provide sufficient properly skilled workmen or materials of the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
proper type and quality, (2) if fail materially in any respect to prosecute the Work according to the current schedule, (3) cause any action or omission, stoppage, delay or interference with the work of Contractor fails or of any other builder or subcontractor, (4) fail to perform comply with all the provisions or fail to fulfill any obligation of this Subcontract or the Contract Documents, (5) fail to observe and comply with laws, regulations, ordinances or instructions of Contractor, (6) file a petition in bankruptcy, or have a petition in bankruptcy be filed against it, (7) make a general assignment for the benefit of its creditors, (8) request or have a receiver appointed, (9) become insolvent or a debtor in reorganization proceedings, (10) fail to make prompt payment to its subcontractors, provided Subcontractor has been paid for its work in accordance with this agreement, or (11) fail to pay for labor and material, payroll, taxes (including but not limited to payroll taxes), contributions, or insurance premiums, and/or Subcontractor’s creditors claim against Contractor and/or its surety, Subcontractor shall be deemed in breach of the Master Subcontract Agreement and the Subcontract Agreement Rider.
17.2 After three (3) business days’ written notice to Subcontractor, mailed or delivered to the Subcontractors last known address, to commence and diligently to continue cure any failure and without the prompt correction of such failure within three (3) business days, Contractor may, at its option, without prejudice to any right or remedy (i) without voiding the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure.
(b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, Master Subcontract Agreement and the Contractor Subcontract Agreement Rider and without notice to the sureties, take such steps as are necessary to overcome the condition, in which case Subcontractor shall be liable to Contractor for said cost, or (ii) terminate the Authority Master Subcontract Agreement and/or the Subcontract Agreement Rider for default.
17.3 In the event of termination for default, Contractor may, at its option, (a) enter on the premises and take possession, for the purpose of completing the Work, all the Project’s materials and equipment that have been paid for by Contractor to Subcontractor, (b) require Subcontractor to assign to Contractor any or all subcontracts and/or purchase orders involving the Project, and/or (c) either itself or through others complete the Work, by whatever method Contractor may deem appropriate. In the event of termination or otherwise, should Contractor choose to pay any of Subcontractor’s subcontractors or suppliers, any discounts arising therefrom shall accrue solely to Contractor’s benefit, and Subcontractor shall have no claim and derive no benefit from said discounts.
17.4 In case of termination for default, Subcontractor shall not be entitled to receive any further payment until the Work shall be fully completed and accepted by Owner. At such time, if the unpaid balance of the price to be paid shall exceed the expense incurred by Contractor in finishing the work, and all other charges, expenses or damages, including reasonable attorneys’ fees, such excess costs for shall be paid by Contractor to Subcontractor. If such similar supplies or services; provided, that the amounts due Contractor shall continue exceed such unpaid balance, then Subcontractor shall pay Contractor the difference. Subcontractor and its surety shall remain liable for all costs to complete and any damages and expenses including reasonable attorneys’ fees, costs of corrective work, warranty work, or the cost to replace any defective Work, liability to third parties, procurement costs, damages assessed by Owner and other liabilities which may result from the default and breach, without waiver of any other rights or remedies available to Contractor, including liquidated damages.
17.5 In the event of any acts of insolvency or bankruptcy or Subcontractor’s creditor claims against Contractor or its surety, or notice of levy involving delinquent taxes, Contractor shall have the right to withhold payments otherwise due Subcontractor and apply the same to secure performance of this Con- tract Subcontract without prejudice to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any all other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced against Subcontractor or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interestits surety. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.Subcontractor’s Initials ___________ Contractor’s Initials__________
Appears in 1 contract
Samples: Master Subcontract Agreement
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the If Contractor fails to perform any of the other provisions of this Contract and after ten days of its receipt of written notice from the Authority requiring performance, the Authority may find Contractor to be in partial or complete default. If Contractor does not cure such failure default within a period of ten (10) 30 days (or such longer period as the Authority may authorize in writing) after receipt of notice from written notification that such failure has occurred, or provide a plan to cure such default which is reasonably acceptable to the Authority specifying such failurewithin the time specified by the Authority, then the Authority may, in its discretion, terminate this Contract, in whole or in part, on the basis of Contractor’s default of this Contract.
(b2) In The term "default" for purposes of this Section includes, but is not limited to: the event performance of the Authority terminates this Work in violation of the terms of the Contract; abandonment, assignment or subletting of the Contract without approval of the Authority; filing a petition for bankruptcy by or against the Contractor or appointment of a receiver for Contractor’s property; initiation of a federal or state proceeding for relief of debtors by or against Contractor; failure of the Contractor to perform its obligations under the Contract Documents (including but not limited to use of materials, supplies, plant, or equipment of quality or quantity below the requirements in the Contract Documents; failure to perform its obligations under the Contract Documents within the time specified therein; or the performance of the Contract in bad faith.
(3) If the Contract is terminated in whole or in part as provided in subparagraph (a) of this paragraphfor default, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated. Without in any way affecting the Authority's rights under the Performance Guaranty, and the Contractor shall may be liable to the Authority for any excess reasonable costs for such or expenses incurred by the Authority in reprocuring elsewhere similar supplies Rail Cars or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e4) If, after notice of termination of this Contract under the provisions of this paragraphclause, it is determined by the Authority for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this para- graphclause, the rights and obligations of the parties shall Parties will be those provided in the paragraph entitled “Termination same as if the notice of termination had been issued pursuant to termination for Convenience” contained in this Exhibit E.convenience of the Authority.
(f5) The rights All finished documents and remedies any completed Rail Cars produced pursuant to this Contract will become the property of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractupon the effective date of such termination for default.
Appears in 1 contract
Samples: Firm Fixed Price Contract
Termination for Default. (a) The Authority City may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract Agreement in either any one of the following circumstances:
; (1i) if the Contractor fails to perform the Services this Agreement within the time specified herein or any extension thereof; or
or (2ii) if the Contractor fails to perform any of the other provisions of this Contract Agreement, or so fails to make progress as to endanger performance of this Agreement in accordance with its terms, and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority City specifying such failure.
(b) In the event the Authority City terminates this Contract Agreement in whole or in part as provided in subparagraph (a) of this paragraphabove, the Authority City may procure, upon such terms and in such manner as the Authority City may deem appropriate, supplies or services services, similar to those so terminated, and the Contractor shall be liable to the Authority City for any excess costs for such similar supplies or servicesthe same, including without limitation all cost and expenses of the type specified in the “WARRANTY” paragraph of this Agreement; provided, that the Contractor shall continue the performance of this Con- tract Agreement to the extent, if any, it has extent not been terminated under the provisions of this subparagraphhereunder.
(c) Except with respect regard to the defaults of Subcontractorssubcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract this Agreement arises out of causes beyond the control and without the fault or negligence of the Contractor. Such ; such causes may include, but are not restricted to Force Majeure Events; providedlimited to, howeveracts of God, or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, flood, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such default arises out of causes beyond the control of both the Contractor and Subcontractor the subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services services to be furnished by the Subcon- tractor subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. The term “subcontractor” shall mean subcontractor at any tier.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract Agreement under the provisions of this paragraph, it is determined by the Authority for any reason that the Contractor was not in default under the provisions above or that the default was excusable under the provisions of this para- graphparagraph, the rights and obligations of the parties shall be those provided in the paragraph entitled same as if the notice of termination has been issued pursuant to the “Termination for Convenience” contained in paragraph of this Exhibit E.Agreement.
(fe) The rights and remedies of the Authority City provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractAgreement.
Appears in 1 contract
Samples: Professional Services
Termination for Default. (a) The Authority Buyer may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorSeller, terminate the whole or any part of this Contract the Order in either one any of the following circumstances:
: (1i) if Seller fails to make delivery of the Contractor fails goods or to perform the Services Order within the time specified herein or any extension thereof; or
or (2ii) if the Contractor Seller fails to perform any of the other provisions of this Contract the Order, or fails to make progress as to endanger performance of the Order in accordance with its terms, and does not cure such failure within a period of ten often (10) days (or such longer period as the Authority Buyer may authorize in writing) after receipt of notice from the Authority Buyer specifying such failure.
(b) In the event Buyer terminates the Authority terminates this Contract Order in whole or in part as provided in subparagraph (a) of this paragraphabove, the Authority Buyer may procure, upon such terms and in such manner as the Authority Buyer may deem appropriate, supplies or services similar to those so terminated, and the Contractor Seller shall be liable to the Authority Buyer for any excess costs for such similar supplies or services; providedthe same, provided that the Contractor Seller shall continue the performance of this Con- tract the Order to the extent, if any, it has extent not been terminated under the provisions of this subparagraphhereunder.
(c) Except with respect to the defaults of Subcontractorssubcontractors, the Contractor Seller shall not be liable for any excess costs if the failure to perform the Contract Order arises out of causes beyond the control and without the fault or negligence of the ContractorSeller. Such causes may includeinclude acts of God, or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but are not restricted to Force Majeure Events; provided, however, in every case the failure to perform must be beyond the control and without the fault or negligence of the ContractorSeller. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.beyond
(d) If this Contract the Order is terminated as provided in subparagraph (a)) above, the AuthorityBuyer, in addition to any other rights provided in this subparagraphthese terms and conditions or available under applicable law, may require the Contractor Seller to transfer title and deliver to the Authority Buyer or its designee, in the manner and to the extent directed by the Authority Buyer, (i) any Manufacturing Materials completed goods, and (ii) such partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (hereafter called "manufacturing materials") as the Contractor Seller has specifically produced or specifically acquired for the performance of such part of this Contract the Order as has been terminated; , and the Contractor Seller shall, upon direction of the AuthorityBuyer, protect and preserve property in the possession of the Contractor Seller in which the Authority Buyer has an interest. Payment for completed Manufacturing Materials goods delivered to and accepted by the Authority Buyer shall be at the Contract priceprice set forth in the Order. The Authority Payment for manufacturing materials delivered to and accepted by Xxxxx and for the protection and preservation of property shall be in an amount agreed upon by Xxxxx and Seller, failure to agree to such amount shall be a dispute concerning a question of fact within the meaning of the paragraph of these terms and conditions entitled "Disputes". Buyer may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.due
(e) If, after notice of termination of this Contract the Order under the provisions of this paragraph, it is determined by the Authority for any reason that the Contractor Seller was not in default under the provisions above, or that the default was excusable under the provisions of this para- graphparagraph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination same as if the notice of termination had been issued pursuant to a termination for Convenience” contained in this Exhibit E.convenience of Buyer.
(f) The rights and remedies of the Authority Buyer provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this these terms and conditions.
(g) It is understood and agreed that Seller shall reimburse Buyer for reasonable attorney fees necessary incurred by Xxxxx in order to enforce the provisions of the Order and Contract, or to secure costs and/or damages for the breach thereof, or in pursuing any other remedy hereunder by law or in equity.
Appears in 1 contract
Samples: Purchase Order Terms and Conditions
Termination for Default. (a) The Authority mayCompany reserves the right to terminate this Agreement for default, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the in whole or any part of this Contract in either one of the following circumstances:
part, if Seller (1) if fails to supply enough properly skilled workers or proper materials or equipment so as to endanger performance of this Agreement; (2) fails to make payment to subcontractors for materials or labor in accordance with the Contractor respective agreements between the Seller and the subcontractors; (3) disregards applicable laws, orders, regulations, rulings, or instructions of the Company; (4) fails to adhere to the time specified in this Agreement for performance of services or delivery of supplies; (5) fails to comply with any of the terms of this Agreement; or (6) fails to perform the Services within the time specified herein satisfactorily under this Agreement. In that event, Company shall not be liable for any services or any extension thereof; or
supplies not accepted. The Company’s right to terminate this Agreement under (1), (2), (3), (5), or (6) of this paragraph (a) may be exercised if the Contractor fails to perform any of the other provisions of this Contract and Seller does not cure such failure within a period of ten (10) 10 days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority Company specifying such the failure.
(b) In If this Agreement is terminated for default, Company may require Seller to deliver to Company any supplies and materials, manufacturing materials, and manufacturing drawings, and contract rights that Seller has specifically produced or acquired for the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) terminated portion of this paragraph, Agreement. Company shall pay the Authority may procure, agreed-upon such terms price for services performed and accepted in such manner as addition to completed supplies delivered and accepted. Company and Seller shall agree on the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority amount of payment for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraphall other deliverables.
(c) Except with respect to the for defaults of Subcontractorssub-tier subcontractors, the Contractor Seller shall not be liable for any excess costs in default because of failure to perform if the failure arises from causes beyond Seller’s reasonable control and without its fault or negligence. Seller will not be deemed to be in default for failure to perform caused by the Contract arises out failure of causes a sub-tier subcontractor if the failure was beyond the control of both Seller and sub-tier subcontractor and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Eventseither; provided, however, Seller will be in every case the failure default if Company directed Seller to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the purchase these supplies or Services services from another source and Seller failed to comply. A termination which was originally determined to be furnished by for default shall be treated as a termination for convenience if the Subcon- tractor were obtainable from other sources Seller was not in sufficient time to permit the Contractor to meet the required delivery scheduledefault.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided Company in this paragraph shall not be exclusive and clause are in addition to any other rights and remedies provided by law or under this ContractAgreement.
Appears in 1 contract
Samples: General Terms & Conditions
Termination for Default. (a) The Authority SAIC-F may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorSeller, terminate the whole or any part of this Contract Subcontract, in either any one of the following circumstances:
(1i) if Seller fails to make delivery of the Contractor fails goods or to perform the Services services within the time specified herein or any extension thereof; or
(2ii) if the Contractor Seller fails to perform any of the other provisions of this Contract Subcontract in accordance with its terms and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority SAIC-F specifying such failure; or
(iii) Seller becomes insolvent or the subject of proceedings under any law relating to the relief of debtors or admits in writing its inability to pay its debts as they become due.
(b) In the event the Authority terminates If this Contract in whole or in part as provided in subparagraph Subcontract is so terminated under Section 9.0 (a) of this paragraph), the Authority SAIC-F may procureprocure or otherwise obtain, upon such terms and in such manner as the Authority SAIC-F may deem appropriate, supplies goods or services similar to those so terminated, and the Contractor . Seller shall be liable to the Authority SAIC-F for any excess costs for of such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor Seller shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority SAIC-F, in the manner and to the extent directed requested in writing by the Authority any Manufacturing Materials SAIC-F at or after termination, such complete or partially completed articles, property, materials, parts, tools, fixtures, plans, drawings, information and contract rights as the Contractor Seller has specifically produced or specifically acquired for the performance of such the terminated part of this Contract as has been terminated; Subcontract, and SAIC-F will pay Seller the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment contract price for completed Manufacturing Materials articles delivered to and accepted by SAIC-F and the Authority fair value of the other subcontract to the extent not terminated. Buyer shall be at have no obligation to Seller with respect to the Contract price. The Authority may withhold from amounts otherwise due terminated part of the Contractor for such completed Manufacturing Materials such sum Subcontract except as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holdersherein provided.
(ed) If, after notice of termination Seller shall continue performance of this Contract under Subcontract to the provisions extent not terminated. SAIC-F shall have no obligation to Seller with respect to the terminated part of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractSubcontract except as herein provided.
Appears in 1 contract
Samples: International Subcontract
Termination for Default. (a) The Authority GRTC may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorCon- tractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) i. if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) ii. if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority GRTC may authorize in writingwrit- ing) after receipt of notice from the Authority GRTC specifying such failure.
(b) In the event the Authority GRTC terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraphpara- graph, the Authority GRTC may procure, upon such terms and in such manner as the Authority GRTC may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority GRTC for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract Contract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority GRTC that the Contractor was not in default or that the default was excusable under the provisions of this para- graphparagraph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for ConvenienceCon- venience” contained in this Exhibit E.
(f) E. The rights and remedies of the Authority GRTC provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 1 contract
Samples: Supply Contract
Termination for Default. (a) applicable if over $10,000). The Authority Commission may, subject to the provisions of subparagraph (c) belowherein, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either any one of the following circumstances:
(1) if A. The Contractor is in material breach of any provision of this Contract;
B. The Contractor makes a general assignment of this Contract for the benefit of creditors;
C. The Contractor repeatedly fails to perform the Services within the time specified herein make prompt payment to Subcontractors or any extension thereoffor material or labor; or
D. The Contractor disregards laws, regulations, ordinances, the orders of a legal authority, or the instructions of the Commission; and the Contractor has not remedied the breach within ten (210) days after receiving written notice from the Commission. In addition to its right to terminate the Contract for the reasons set forth above, if the Contractor fails to perform any of the other provisions of this Contract, or refuses or fails to perform the Work or any separable part, with the diligence that will ensure its completion in accordance with its terms or within the time specified in this Contract including any extension, and does not cure such failure within a period of ten (10) days (or such longer period as the Authority Contracting Officer may authorize in writing), the Commission may, by written notice to the Contractor and with copy to surety, terminate the right to proceed with the Work (or the separable part of the Work) after receipt of notice that has been delayed. In this event, the Contractor and its sureties will be liable for any damage to the Commission resulting from the Authority specifying such failure.
(b) Contractor's refusal or failure to complete the Work within the specified time or for liquidated damages for delay if liquidated damages are allowable by this Contract. This liability includes any increased costs to cover incurred by the Commission in completing the Work. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the Commission’s convenience pursuant to these General Conditions. The rights and remedies of the Commission in this Article are in addition to any other rights and remedies provided by law or under this Contract. In the event the Authority Commission terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraphpart, the Authority Commission may procure, upon such terms and in such manner as the Authority Contracting Officer may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall will be liable to the Authority Commission for any excess costs for such similar supplies or servicesservices incurred by the Commission, including but not by way of limitation the costs of re-procurement; provided, that the Contractor shall continue the performance of this Con- tract Contract to the extent, if any, it has extent not been terminated under the provisions of this subparagraph.
(c) Article. Except with respect to the defaults of Subcontractors, the Contractor shall will not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control reasonable anticipation and control, and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Eventsto, acts of God or of the public enemy, acts of the Government in its sovereign capacity or the Commission in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather; provided, however, but in every case the failure to perform must be beyond the reasonable anticipation and control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor Subcontractor, and if such default arises out of causes beyond the reasonable anticipation and control of both the Contractor and Subcontractor Subcontractor, and without the fault or negligence of either of them, the Contractor shall will not be liable for any excess costs for failure to perform, unless the supplies or Services services to be furnished by the Subcon- tractor Subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) fulfill its contractual obligations. If this Contract is terminated as provided in subparagraph (a)terminated, the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed possession of any completed or partially completed Work that has been paid for by the Authority Commission, including any Manufacturing Materials as supplies, materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights that the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and Contract, will pass to the Commission. The Contractor shall, upon direction of the Authority, shall protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as or partially completed Work and deliver the Authority determines same to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holdersCommission on reasonable demand.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 1 contract
Samples: Purchase Order
Termination for Default. (a) The Authority 21.2.1 SAIC-F may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorSubcontractor, terminate the whole or any part of this Contract Agreement, in either any one of the following circumstances:
(1) if a. Subcontractor fails to make delivery of the Contractor fails goods or to perform the Services services within the time specified herein or any extension thereof; or
(2) if the Contractor b. Subcontractor fails to perform any of the other provisions of this Contract Agreement in accordance with its terms and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority SAIC-F specifying such failure; or
c. Subcontractor becomes insolvent or the subject of proceedings under any law relating to the relief of debtors or admits in writing its inability to pay its debts as they become due.
(b) In the event the Authority terminates 21.2.2 If this Contract in whole Agreement is so terminated, SAIC-F may procure or in part as provided in subparagraph (a) of this paragraph, the Authority may procureotherwise obtain, upon such terms and in such manner as the Authority SAIC-F may deem appropriate, supplies goods or services similar to those so terminated, and the Contractor . Subcontractor shall be liable to the Authority SAIC-F for any excess costs for of such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor 21.2.3 Subcontractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority SAIC-F, in the manner and to the extent directed requested in writing by the Authority any Manufacturing Materials SAIC-F at or after termination, such complete or partially completed articles, property, materials, parts, tools, fixtures, plans, drawings, information and contract rights as the Contractor Subcontractor has specifically produced or specifically acquired for the performance of such the terminated part of this Contract as has been terminated; Agreement, and SAIC-F will pay Subcontractor the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment contract price for completed Manufacturing Materials articles delivered to and accepted by SAIC-F and the Authority fair value of the other property of Subcontractor so requested and delivered.
21.2.4 Subcontractor shall be at continue performance of this Agreement to the Contract priceextent not terminated. SAIC-F shall have no obligation to Subcontractor with respect to the terminated part of this Agreement except as herein provided. [*]The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The Authority may withhold from amounts otherwise due confidential portions have been submitted separately to the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights Securities and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.Exchange Commission
Appears in 1 contract
Termination for Default. (a) The Authority GRTC may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) i. if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) ii. if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority GRTC may authorize in writing) after receipt of notice from the Authority GRTC specifying such failure.
(b) In the event the Authority GRTC terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority GRTC may procure, upon such terms and in such manner as the Authority GRTC may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority GRTC for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract Contract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the AuthorityGRTC, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority GRTC in the manner and to the extent directed by the Authority GRTC any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the AuthorityGRTC, protect and preserve property in possession of the Contractor in which the Authority GRTC has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority GRTC shall be at the Contract price. The Authority GRTC may withhold from amounts otherwise due the Contractor for such completed Manufacturing Manufac- turing Materials such sum as the Authority GRTC determines to be necessary to protect the Authority GRTC against loss because of outstanding liens or claims of former lien holders.
(ed) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority GRTC that the Contractor was not in default or that the default was excusable under the provisions of this para- graphparagraph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for ConvenienceCon- venience” contained in this Exhibit E.
(f) E. The rights and remedies of the Authority GRTC provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 1 contract
Samples: Contract
Termination for Default. (a) The Authority NAIPTA may, subject to the provisions of subparagraph (c) below, by written notice Notice of default Default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) contract, if the Contractor fails to perform the Services services within the time specified herein or any extension thereof; or
(2) or if the Contractor fails to perform any of the other material provisions of this Contract the contract or so fails to make progress as to materially endanger performance of contract in accordance with its terms and in either of these two circumstances does not cure such failure within a period of ten (10) 10 days (or such longer period as the Authority Chief Executive Officer may authorize in writing) after receipt of notice from the Authority Chief Executive Officer specifying such failure.
(b) In . If the event the Authority terminates this Contract contract is terminated in whole or in part as provided in subparagraph (a) of this paragraphfor default, the Authority NAIPTA may procure, upon such terms and in such manner as the Authority it may deem appropriate, supplies or services similar to those so terminated, and the . Contractor shall be liable to the Authority NAIPTA for any excess costs for such similar supplies or services; provided, that the Contractor services and shall continue the performance of this Con- tract the contract to the extent, if any, it has extent not been terminated under the provisions of this subparagraph.
(c) clause. Except with respect to the defaults of SubcontractorsSub-Contractor, the Contractor shall not be liable for any excess costs if the failure to perform the Contract contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor Sub-Contractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor Sub-Contractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services services to be furnished by the Subcon- tractor Sub-Contractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials services delivered to and accepted by the Authority NAIPTA, shall be at the Contract contract price. The Authority NAIPTA may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials deliveries/services such sum as the Authority NAIPTA determines to be necessary to protect the Authority itself against loss because of outstanding liens or claims of former lien holders.
(e) . If, after notice of termination of this Contract contract under the provisions of this paragraphclause, it is determined by the Authority for any reason that the Contractor was not in default under the provisions of this clause or that the default was excusable under the provisions of this para- graphclause, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination same as if the notice of termination had been issued pursuant to termination for Convenience” contained in this Exhibit E.
(f) the convenience of the NAIPTA. The rights and remedies of the Authority NAIPTA provided in this paragraph clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractcontract.
Appears in 1 contract
Samples: Independent Contractor Agreement
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to perform the Services within the time specified herein or any extension thereofthereof and such failure is due to circumstances within Contractor’s or Contractor’s subcontractor’s control; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure.
(b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, appropriate supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or servicesservices up to the fees the Authority would have paid the Contractor for the Services being terminated; provided, that the Contractor shall continue the performance of this Con- tract Contract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor Subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.E - Revised-2.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 1 contract
Samples: Contract Modification
Termination for Default. (a) The Authority mayDepartment may terminate performance of work under this contract in whole, subject or in part, whenever the MCO shall default in performance of this contract and shall fail to cure such default or make progress satisfactory to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure Department toward contract performance within a period of ten (10) 30 days after receipt of notice of default (or such longer period as the Authority Department may authorize allow). Such termination shall be referred to herein as "Termination for Default." If after notice of termination of the contract for default, it is determined by the State or a court that the MCO was not in writing) after receipt default or that the MCO’s failure to perform or make progress in performance was due to causes beyond control and without the error or negligence of the MCO, or any subcontractor, the notice from of termination shall be deemed to have been issued as a termination for the Authority specifying such failure.
(b) convenience of the Department, and the rights and obligations of the parties shall be governed accordingly. In the event the Authority Department terminates this Contract the contract in whole full or in part as provided in subparagraph (a) of this paragraphclause, the Authority Department may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or procure services similar to those so terminated, and the Contractor MCO shall be liable to the Authority Department for any excess costs for such similar supplies or services for any calendar month for which the MCO has been paid to provide services to Medicaid clients. In addition, the MCO shall be liable to the Department for administrative costs incurred by the Department in procuring such similar services; provided. Provided, however, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor MCO shall not be liable for any excess costs or administrative costs if the failure to perform the Contract contract arises out of causes beyond the control and without the fault error or negligence of the ContractorMCO or any of its subcontractors. Such causes may include, but are not restricted Prior to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence termination for default of the Contractor. If MCO, the failure to perform Department may take the following steps: • After a hearing before the administrative law judge, if one is caused requested by the default MCO as set forth in Section 6.7, provide the MCO with written notice of the decision affirming or reversing the proposed termination of the contract, and the effective date of the termination, if applicable; and • For an affirming decision, give enrollees of the MCO notice of the termination, and information regarding enrollees’ options for receiving covered services following the termination, and the right to terminate enrollment in the MCO immediately without cause. In the event of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of themtermination for default, the Contractor MCO shall not be liable paid for any excess costs for failure to performthose services which the MCO has provided. The MCO may terminate performance of work under this contract in whole, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a)part, the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver with written notification to the Authority in Department, whenever the manner Department shall fail to make payment for services under this contract for 60 days and shall fail to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced cure such non-payment or specifically acquired for the performance make progress toward curing nonpayment within a period of such part of this Contract as has been terminated; and the Contractor shall, upon direction 30 days after receipt of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after MCO’s written notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) termination. The rights and remedies of the Authority Department provided in this paragraph clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractcontract.
Appears in 1 contract
Termination for Default. (a) The Authority Buyer may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorSeller, terminate the whole or any part of this Contract the Order in either one any of the following circumstances:
: (1i) if Seller fails to make delivery of the Contractor fails goods or to perform the Services Order within the time specified herein or any extension thereof; or
or (2ii) if the Contractor Seller fails to perform any of the other provisions of this Contract the Order, or fails to make progress as to endanger performance of the Order in accordance with its terms, and does not cure such failure within a period of ten often (10) days (or such longer period as the Authority Buyer may authorize in writing) after receipt of notice from the Authority Buyer specifying such failure.
(b) In the event Buyer terminates the Authority terminates this Contract Order in whole or in part as provided in subparagraph (a) of this paragraphabove, the Authority Buyer may procure, upon such terms and in such manner as the Authority Buyer may deem appropriate, supplies or services similar to like those so terminated, and the Contractor Seller shall be liable to the Authority Buyer for any excess costs for such similar supplies or services; providedthe same, that the Contractor if Seller shall continue the performance of this Con- tract the Order to the extent, if any, it has extent not been terminated under the provisions of this subparagraphhereunder.
(c) Except with respect to the defaults of Subcontractorssubcontractors, the Contractor Seller shall not be liable for any excess costs if the failure to perform the Contract Order arises out of causes beyond the control and without the fault or negligence of the ContractorSeller. Such causes may includeinclude acts of God, or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but are not restricted to Force Majeure Events; provided, however, in every case the failure to perform must be beyond the control and without the fault or negligence of the ContractorSeller. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.beyond
(d) If this Contract the Order is terminated as provided in subparagraph (a)) above, the AuthorityBuyer, in addition to any other rights provided in this subparagraphthese terms and conditions or available under applicable law, may require the Contractor Seller to transfer title and deliver to the Authority Buyer or its designee, in the manner and to the extent directed by the Authority Buyer, (i) any Manufacturing Materials completed goods, and (ii) such partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (hereafter called "manufacturing materials") as the Contractor Seller has specifically produced or specifically acquired for the performance of such part of this Contract the Order as has been terminated; , and the Contractor Seller shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.upon
(e) If, after notice of termination of this Contract the Order under the provisions of this paragraph, it is determined by the Authority for any reason that the Contractor Seller was not in default under the provisions above, or that the default was excusable under the provisions of this para- graphparagraph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination same as if the notice of termination had been issued pursuant to a termination for Convenience” contained in this Exhibit E.convenience of Buyer.
(f) The rights and remedies of the Authority Buyer provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this these terms and conditions.
(g) It is understood and agreed that Seller shall reimburse Buyer for reasonable attorney fees necessary incurred by Xxxxx to enforce the provisions of the Order and Contract, or to secure costs and/or damages for the breach thereof, or in pursuing any other remedy hereunder by law or in equity.
Appears in 1 contract
Samples: Purchase Order Terms and Conditions
Termination for Default. (a) The Authority Upon an Event of Default, MSA may, subject to the provisions of subparagraph paragraph (c3) belowof this Section, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failurecontract.
(b) 20.3.1 In the event the Authority MSA terminates this Contract contract in whole or in part as provided in subparagraph (a) paragraph 1 of this paragraphSection, the Authority MSA may procure, procure substitute performance upon such terms and in such whatever manner as the Authority Project Manager may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority MSA for any excess costs for such similar supplies or servicessubstitute performance; provided, that the Contractor shall continue the performance of this Con- tract contract to the extent, if any, it has extent not been terminated under the provisions of this subparagraphclause.
(c) 20.3.2 Except with respect to the defaults of Subcontractorssubcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Eventsto, acts of God or of the public enemy, acts of the State in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; provided, however, but in every case the failure to must perform shall be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such the default arises out of causes beyond the control of both the Contractor and Subcontractor subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, perform unless substitute performance for the supplies or Services to be furnished by the Subcon- tractor were subcontractor was obtainable from other sources another source in sufficient time to permit the Contractor to meet the required delivery performance schedule.
(d) 20.3.3 If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this clause, the rights and obligations of the parties shall, if the contract contains a clause providing for termination for convenience of the State, be the same as if the notice of termination had been issued pursuant to such clause. If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, and if this contract does not contain a clause providing for termination for convenience of MSA, the contract shall be equitably adjusted to compensate for such termination and the contract modified accordingly; failure to agree to any such adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes."
20.3.4 If this Contract contract is terminated as provided in subparagraph (a)paragraph 1 of this Section, the AuthorityMSA, in addition to any other rights provided in this subparagraph, Section may require the Contractor to transfer title and deliver to the Authority MSA, in the manner manner, at the times, and to the extent extent, if any, directed by the Authority any Manufacturing Materials Project Manager, (a) the fabricated or unfabricated parts, work in progress, completed work, supplies, and other material produced as the Contractor has specifically produced a part of, or specifically acquired for in connection with the performance of such part the work terminated by the Notice of this Contract as has Termination, and (b) the completed or partially completed plans, drawings, information, and other property which, if the contract had been terminatedcompleted, would have been required to be furnished to MSA; and the Contractor shall, upon direction of the AuthorityProject Manager, protect and preserve property in the possession of the Contractor in which the Authority MSA has an interest. Payment for completed Manufacturing Materials supplies delivered to and accepted by the Authority MSA shall be at actual cost. Payment for manufacturing materials delivered to and accepted by MSA and for the Contract price. The Authority protection and preservation of property shall be in an amount agreed upon by the Contractor and Project Manager; failure to agree to such amount shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." MSA may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials hereunder such sum as the Authority Project Manager determines to be necessary to protect the Authority MSA against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) 20.3.5 The rights and remedies of the Authority MSA provided in this paragraph clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract.
20.3.6 As used in paragraph (3) of this clause, the terms, "subcontractor" and "subcontractors" mean subcontractor(s) at any tier.
20.3.7 Prior to and after the Contract completion date, MSA may withhold an amount equal to liquidated damages whenever the progress of construction is such that, due to the fault or responsibility of the Contractor, the Contractor, in the judgment of MSA, is behind schedule so as not reasonably to be able to complete the contract on time. Due account may be taken of excusable delays and for delays for which MSA or its direct agents or contractors are responsible subject to the provisions of Section 11.2.
20.3.8 If the Contractor refuses or fails to prosecute the work, or any separable part thereof, with such diligence as shall insure its completion within the time specified in this Contract, or any extension thereof, or fails to complete said work within this time, MSA may, by written notice to the Contractor, terminate the Contractor’s right to proceed with the work or the part of the work as to which there has been delay. In this event MSA may take over the work and prosecute the same to completion, by contract or otherwise, and may take possession of and utilize in completing the work the materials, appliances, and plant as may be on the site of the work and necessary therefor. Whether or not the Contractor’s right to proceed with the work is terminated, the Contractor and its sureties shall be liable for any damage to MSA resulting from the Contractor’s refusal or failure to complete the Work within the specified time.
Appears in 1 contract
Samples: Contractor Agreement
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, Buyer may terminate the whole or any part of this Contract the Seller’s performance of work under the Purchase Order in either any one of the following circumstances:
: (1) if the Contractor Seller fails to make delivery of the Goods or to perform the Services within the time specified herein or any extension thereof; or
or (2) if the Contractor Seller delivers nonconforming Goods; or (3) if the Seller fails to perform any of the other provisions of this Contract the Purchase Order in accordance with its terms or so fails to make progress as to endanger performance of the Purchase Order. In the event of any such failure, Buyer will provide Seller with written notice of the nature of the failure and Xxxxx’s intention to terminate for default. In the event Seller does not cure such failure within 10 days of such notice, Buyer will provide Seller with a period written Notice of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure.
(b) Termination for Default. In the event the Authority Buyer terminates this Contract the Purchase Order in whole or in part as provided in subparagraph (a) of this paragraphclause, the Authority Buyer may procure, upon such terms and in such manner as the Authority Buyer may deem appropriate, supplies or services similar to those so terminated, terminated and the Contractor Seller shall be liable to the Authority Buyer for any excess costs for such similar supplies or services; , provided, that the Contractor Seller shall continue the performance of this Con- tract the Purchase Order to the extent, if any, it has extent not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractorclause. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice the Notice of termination of this Contract under the provisions of this paragraphTermination is delivered to Seller, it is determined by the Authority for any reason that the Contractor Seller was not in default or that the default was excusable under the provisions of this para- graphdefault, the rights rights, obligations and obligations liabilities of the parties shall be those provided the same as if this Agreement had been terminated by Buyer for convenience under Section 13 above. (a) Seller shall defend, indemnify, and hold harmless Buyer and its affiliates, subsidiaries, assigns, subcontractors, and customers from and against all claims, losses, demands, fees, damages, liabilities, costs, expenses, obligations, causes of actions, suits or injuries of any kind or nature, arising from (i) any actual or claimed infringement of patents, trademarks, service marks, trade secrets, mask work rights, or copyrights with respect to Goods and/or Services, except to the extent that the infringement arises solely and directly out of compliance with Buyer's written specification, or (b) Without limiting the generality of Section 15(a) above, if the use by Buyer or its affiliates, subsidiaries, assigns, subcontractors, or customers of any Good or Service is enjoined ("Infringing Product"), Seller shall at its expense use its best efforts to procure the right to continue using the Infringing Product. If Seller is unable to do so, Seller shall at its expense (i) replace the Infringing Product with a non-infringing product, (ii) modify the Infringing Product to be non- infringing, or (iii) if unable to replace or modify the Infringing Product, refund in full all costs paid by Buyer for the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractInfringing Product.
Appears in 1 contract
Samples: Purchase Agreement
Termination for Default. (a) The Authority CITY may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to make delivery of the supplies or to perform the Services services within the time specified herein or any extension thereof; or
(2) or if the Contractor fails to perform any of the other material provisions of the Contract, or so fails to make progress as to endanger performance of this Contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) days (business days, or such longer period as the Authority Contracting Officer may authorize in writing) , after receipt of notice from the Authority Contracting Officer specifying such failure.
(b) In . If the event the Authority terminates this Contract is terminated in whole or in part as provided in subparagraph (a) of this paragraphfor default, the Authority CITY may procure, upon such terms and in such manner as the Authority Contracting Officer may deem appropriate, supplies or services similar to those so terminated, and the . The Contractor shall be liable to the Authority CITY for any excess costs for such similar supplies or services; provided, that the Contractor and shall continue the performance of this Con- tract Contract to the extent, if any, it has extent not been terminated under the provisions of this subparagraph.
(c) clause. Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be a cause beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor Subcontractor, and if such default arises out of causes beyond the control of both the Contractor and Subcontractor Subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services services to be furnished by the Subcon- tractor Subcontractor were obtainable from other sources and in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials supplies delivered to and accepted by the Authority CITY shall be at the Contract price. The Authority CITY may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials supplies such sum as the Authority Contracting Officer determines to be necessary to protect the Authority CITY against loss because of outstanding liens or claims of former lien holders.
(e) . If, after notice of termination of this Contract under the provisions of this paragraphclause, it is determined by the Authority for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this para- graphclause, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination same as if the notice of termination had been issued pursuant to termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies convenience of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractCITY.
Appears in 1 contract
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, State may terminate the Contract, in whole or any part of this Contract in either one of part, whenever the following circumstances:
(1) if State determines that the Contractor fails MCO or subcontractor has failed to satisfactorily perform the Services within the time specified herein or any extension thereof; or
(2) if the Contractor fails its contracted duties and responsibilities and is unable to perform any of the other provisions of this Contract and does not cure such failure within a reasonable period of ten time as specified in writing by the State, taking into consideration the gravity and nature of the default. Such termination shall be referred to herein as "Termination for Default." Upon determination by the State that the MCO has failed to satisfactorily perform its contracted duties and responsibilities, the MCO shall be notified in writing, by either certified or registered mail, of the failure and of the time period of sixty (1060) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying which has been established to cure such failure.
(b) . If the MCO is unable to cure the failure within the specified time period, the State will notify the MCO that the Contract, in full or in part, has been terminated for default. If, after notice of termination for default, it is determined by the State or by a court of law that the MCO was not in default or that the MCO's failure to perform or make progress in performance was due to causes beyond the control of, and without error or negligence on the part of, the MCO or any of its subcontractors, the notice of termination shall be deemed to have been issued as a termination for the convenience of the State, and the rights and obligations of the parties shall be governed accordingly. In the event the Authority terminates this Contract of termination for default, in whole full or in part part, as provided in subparagraph (a) of under this paragraphclause, the Authority State may procure, upon such terms and in such manner as is deemed appropriate by the Authority may deem appropriateState, supplies or services similar to those so terminated, and the Contractor MCO shall be liable for any costs for such similar supplies and services and all other damages allowed by law. In addition, the MCO shall be liable to the Authority State for any excess administrative costs for incurred to procure such similar supplies or services; provided, that the Contractor shall services as are needed to continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraphoperations.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 1 contract
Termination for Default. (a) The Authority Either Party may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractorother Party, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure.
(b) In the event the Authority terminates this Contract in whole or in part as if the other Party materially breaches the Contract; provided in subparagraph (a) the breaching Party does not cure the default within 10 business days after receipt of this paragraph, a notice from the Authority may procure, upon such terms and in such manner as terminating Party specifying the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor failure. Seller shall not be liable for any excess costs deemed to be in default if the delay or failure to perform the Contract arises out of from causes beyond the control and without the fault or negligence of the ContractorSeller. Such Examples of such causes may include, but are not restricted limited to: acts of God or of the public enemy; acts of the Government in either its sovereign or contractual capacity; fires; floods; epidemics; quarantine restrictions; strikes; freight embargoes; unusually severe weather; acts of Purchaser; delays in transportation; equipment failure; inability to Force Majeure Eventsobtain necessary labor, equipment, materials or manufacturing facilities; providedor failure of usual sources of supply or usual modes of transportation. In the event of any such delay, howeverthe date of delivery shall be extended for a period equal to the time lost because of the delay. Notwithstanding the foregoing, if the Contract is issued in support of a U.S. Government prime contract or subcontract, the Purchaser may terminate the Contract, in every case whole or in part, if Seller fails to: (a) deliver the failure products or perform the services within the time specified in the Contract or any extension; (b) make progress, so as to must be beyond the control and without the fault endanger performance of this Contract; or negligence (c) perform any of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction material provisions of the Authority, protect and preserve property in possession Contract; provided that Seller does not cure such failure within 10 business days (or more if authorized by Purchaser) after receipt of the Contractor in which notice from Purchaser specifying the Authority has an interestfailure. Payment Purchaser must pay Seller the Contract price for completed Manufacturing Materials Products delivered to and accepted by Purchaser. In no event shall Seller’s liability to Purchaser under the Authority shall be at Contract exceed the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraphtermination, it is determined by the Authority that the Contractor Seller was not in default default, or that the default was excusable under the provisions of this para- graphexcusable, the rights and obligations of the parties Parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of same as if Purchaser materially breached the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 1 contract
Samples: Sales Contract
Termination for Default. (a1) The Authority WRF may, subject to the provisions of subparagraph paragraph (c3) below, by written notice of default to the ContractorA/E, terminate the whole or any part of this Contract in either any one of the following circumstances:
: (1a) if the Contractor A/E fails to perform the Services within the time specified herein or any extension thereof; or
, or (2b) if the Contractor A/E fails to perform any of the other provisions of this Contract, or so fails to make progress as to endanger performance of this Contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) days (or such longer period as the Authority procurement officer may authorize in writing) after receipt of notice from the Authority procurement officer specifying such failure.
(b2) In the event the Authority WRF terminates this Contract in whole or in part as provided in subparagraph paragraph (a1) of this paragraphclause, the Authority WRF may procure, procure substitute performance upon such terms and in such whatever manner as the Authority procurement officer may deem appropriate, supplies or services similar to those so terminated, and the Contractor A/E shall be liable to the Authority WRF for any excess costs for such similar supplies or servicessubstitute performance; provided, that the Contractor A/E shall continue the performance of this Con- tract Contract to the extent, if any, it has extent not been terminated under the provisions of this subparagraphclause.
(c3) Except with respect to the defaults of Subcontractorssubcontractors, the Contractor A/E shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. A/E. Such causes may include, but are not restricted to Force Majeure Eventsto, acts of God or of the public enemy, acts of the WRF in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; provided, however, but in every case the failure to must perform shall be beyond the control and without the fault or negligence of the Contractor. A/E. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such the default arises out of causes beyond the control of both the Contractor A/E and Subcontractor subcontractor, and without the fault or negligence of either of them, the Contractor A/E shall not be liable for any excess costs for failure to perform, perform unless substitute performance for the supplies or Services to be furnished by the Subcon- tractor were subcontractor was obtainable from other sources another source in sufficient time to permit the Contractor A/E to meet the required delivery performance schedule.
(d4) If, after notice of termination of this Contract under the provisions of this clause, it is determined for any reason that the A/E was not in default under the provisions of this clause, or that the default was excusable under the provisions of this clause, the rights and obligations of the parties shall, if the Contract contains a clause providing for termination for convenience of the WRF, be the same as if the notice of termination had been issued pursuant to such clause. If, after notice of termination of this Contract under the provisions of this clause, it is determined for any reason that the A/E was not in default under the provisions of this clause, and if this Contract does not contain a clause providing for termination for convenience of the WRF, the Contract shall be equitably adjusted to compensate for such termination and the Contract modified accordingly; failure to agree to any such adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this Contract entitled "Disputes."
(5) If this Contract is terminated as provided in subparagraph paragraph (a)1) of this clause, the AuthorityWRF, in addition to any other rights provided in this subparagraphclause, may require the Contractor A/E to transfer title and deliver to the Authority WRF, in the manner manner, at the times, and to the extent extent, if any, directed by the Authority any Manufacturing Materials procurement officer, (a) the fabricated or unfabricated parts, work in progress, completed work, supplies, and other material produced as the Contractor has specifically produced a part of, or specifically acquired for in connection with the performance of, the work terminated by the Notice of such part of this Termination, and (b) the completed or partially completed plans, drawings, information, and other property which, if the Contract as has had been terminatedcompleted, would have been required to be furnished to the WRF; and the Contractor A/E shall, upon direction of the Authorityprocurement officer, protect and preserve property in the possession of the Contractor A/E in which the Authority WRF has an interest. Payment for completed Manufacturing Materials supplies delivered to and accepted by the Authority WRF shall be at the Contract price. Payment for manufacturing materials delivered to and accepted by the WRF and for the protection and preservation of property shall be in an amount agreed upon by the A/E and procurement officer; failure to agree to such amount shall be a dispute concerning a question of fact within the meaning of the clause of this Contract entitled "Disputes." The Authority WRF may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials A/E hereunder such sum as the Authority procurement officer determines to be necessary to protect the Authority WRF against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f6) The rights and remedies of the Authority WRF provided in this paragraph clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
(7) As used in paragraph (3) of this clause, the terms, "subcontractor" and "subcontractors" mean subcontractor(s) at any tier.
Appears in 1 contract
Samples: Standard Form of Agreement With Architects and Engineers
Termination for Default. Government Subcontracts. This section is applicable only to the extent that a Subcontract is in support of a state or local government prime contract.
(ai) The Authority Buyer may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorSeller, terminate the whole or any part of this Contract Subcontract in either any one of the following circumstances:
(1) if the Contractor Seller fails to perform make delivery of the Services goods or services within the time specified herein or any extension thereof; or
(2) if the Contractor Seller fails to perform any of the other provisions of this Contract the Subcontract or so fails to make progress as to endanger performance of the Subcontract in accordance with its terms, and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority Buyer specifying such failure; or
(3) Seller becomes insolvent or the subject of proceedings under any law relating to the relief of debtors or admits in writing its inability to pay its debts as they become due.
(bii) In the event the Authority terminates If this Contract in whole or in part as provided in subparagraph (a) of this paragraphSubcontract is so terminated, the Authority Buyer may procureprocure or otherwise obtain, upon such terms and in such manner as the Authority Buyer may deem appropriate, supplies or services goods similar to those so terminated, and the Contractor . Seller shall be liable to the Authority Buyer for any excess costs for of such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraphgoods.
(ciii) Except with respect to the defaults of Subcontractors, the Contractor Seller shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority Buyer, in the manner and to the extent directed requested in writing by the Authority any Manufacturing Materials Buyer at or after termination, such complete or partially completed deliverables, articles, property, materials, parts, tools, fixtures, plans, drawings, information and contract rights as the Contractor Seller has specifically produced or specifically acquired for the performance of such the terminated part of this Contract as has been terminated; Subcontract and the Contractor shall, upon direction of Buyer will pay Seller the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment contract price for such completed Manufacturing Materials items delivered to and accepted by the Authority shall be at Buyer and the Contract price. The Authority may withhold from amounts otherwise due fair value of the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because other property of outstanding liens or claims of former lien holdersSeller so requested and delivered.
(eiv) If, after notice of termination Seller shall continue performance of this Contract under Subcontract to the provisions extent not terminated. the Buyer shall have no obligation to Seller in respect to the terminated part of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractSubcontract except as herein provided.
Appears in 1 contract
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph paragraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to make delivery of the supplies or to perform the Services Work within the time specified herein or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract, or so fails to make progress as to endanger performance of this Contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure.
(b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph paragraph (a) of this paragraphclause, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract Contract to the extent, if any, it has not been terminated under the provisions of this subparagraphparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; Events provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services services to be furnished by the Subcon- tractor Subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraphparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graphparagraph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.E-Revised-5.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 1 contract
Samples: Contract Modification
Termination for Default. If Subcontractor materially breaches any term of this Subcontract, Contractor may terminate for default the Subcontract or any part thereof, as determined by Contractor in its sole discretion. Contractor may also terminate this Subcontract for default, in whole or in part, if:
(a) The Authority mayWork, subject or any part thereof, is not commenced or prosecuted by Subcontractor in accordance with the Subcontract Schedule and in sufficient time for Contractor to meet its schedule under the provisions of subparagraph Prime Contract;
(b) Subcontractor fails or refuses to comply with Contractor’s written orders or directions;
(c) below, by written notice of default to Subcontractor delays or interferes with the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:Prime Work;
(1d) if the Contractor Subcontractor fails to perform pay its subcontractors, laborers, materialmen, or others to whom it may be indebted when such debts become due;
(e) Subcontractor fails to comply with the Services within requirements of any federal, state, or local law, regulations, or other legal requirement, including the time specified herein or any extension thereofrequirement to provide certified copies of payroll;
(f) Subcontractor fails to furnish adequate assurances, as determined in Contractor’s discretion, of its ability to duly and timely complete the Work; or
(2g) if Any petition for Subcontractor’s bankruptcy, or any other insolvency proceedings, is filed or commenced by or against Subcontractor; a receiver is appointed for Subcontractor; or Subcontractor makes an assignment for the benefit of its creditors.
10.1.1 Contractor fails will provide written notice of any default to perform any of the other provisions of this Contract and Subcontractor. If Subcontractor does not cure such failure or substantially commence cure within a period of ten (10) 3 days (or such longer period as the Authority may authorize in writing) after receipt of notice from of default and thereafter continuously and diligently proceed to cure the Authority specifying default, Contractor may terminate this Subcontract for default. Contractor’s failure to provide notice of a default within a certain time period shall not waive its right to do so thereafter during any time such failuredefault continues to exist and shall not relieve Subcontractor of any of its obligations under this Subcontract.
10.1.2 Contractor may take over and complete any Work not completed by Subcontractor prior to termination under this section (“Terminated Work”) or, at its option, employ others to complete the Terminated Work. Contractor, or anyone employed on Contractor’s behalf to complete the Terminated Work, may use any major equipment or materials provided by Subcontractor until all Terminated Work has been completed. After the Terminated Work has been completed, Subcontractor may remove such equipment or materials that remain, but neither Contractor nor any person employed on Contractor’s behalf to complete the Terminated Work is liable for ordinary wear and tear. Subcontractor shall reimburse Contractor for all costs to complete the Terminated Work, including the following: (a) the actual and necessary expense of completing the Terminated Work (including all charges of any person employed to finish the Work); (b) In attorneys’ fees incurred by Contractor in exercising its rights under this section; (c) damages incurred by Contractor, Owner, or any other subcontractor or contractor working on the event Project through Subcontractor’s default; and (d) 10% of direct costs for overhead if Contractor completes the Authority terminates this Contract in whole or in part as provided in subparagraph Work itself (items (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraphthrough (d) hereinafter “Completion Costs”).
(c) Except with respect 10.1.3 If this Subcontract is terminated for default, Subcontractor is not entitled to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence further payment until all of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, Terminated Work is completed and Contractor has received payment in every case the failure to must be beyond the control and without the fault or negligence of the Contractorfull therefor from Owner. If the failure Subcontract Price less all previous payments made to perform is caused Subcontractor exceeds the Completion Costs, such excess shall be paid by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet Subcontractor. If such Completion Costs plus all previous payments made to Subcontractor exceeds the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a)Subcontract Price, Subcontractor shall pay the Authority, in addition difference to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and Contractor. Except to the extent directed prohibited by any applicable statute, Contractor shall have the Authority right to set off against any Manufacturing Materials as the other balances and obligations due or to become due to Subcontractor under any other subcontract(s) between Contractor has specifically produced or specifically acquired for the performance its affiliates and Subcontractor. This right of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority set off shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines deemed to be necessary to protect the Authority against loss because of outstanding liens included and incorporated in every other subcontract between Contractor or claims of former lien holdersits affiliates and Subcontractor as an amendment in writing thereto.
(e) If, after notice of termination of 10.1.4 If this Contract under the provisions of this paragraph, Subcontract is terminated for default and it is determined by the Authority that the Contractor such termination was not in default improper or that the default was excusable under the provisions of this para- graphwrongful, the rights and obligations termination shall then be deemed to be a termination for convenience, but no pre-judgment or other interest shall apply in respect of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractpayment due Subcontractor thereunder.
Appears in 1 contract
Samples: Subcontract
Termination for Default. (a) The Authority Buyer may, subject to the provisions of subparagraph 19 (c) below, by written notice of default to the ContractorSeller, terminate the whole or any part of this Contract in either any one of the following circumstances:
: (1i) if the Contractor Seller fails to make delivery of the Goods or to perform the Services this Contract within the time specified herein by this Contract or any extension thereof; or
or (2ii) if the Contractor Seller fails to perform any of the other provisions of this Contract, or so fails to make progress as to endanger performance of this Contract in accordance with its terms, and does not cure such failure within a period of ten (10) days (or such longer period (as the Authority Buyer may authorize in writing) after receipt of notice from the Authority Buyer specifying such failure.
(b) In the event the Authority Buyer terminates this Contract in whole or in part as provided in subparagraph 19 (a) of this paragraphabove, the Authority Buyer may procure, upon such terms and in such manner as the Authority Buyer may deem appropriate, supplies or services similar to those so terminated, and the Contractor Seller shall be liable to the Authority Buyer for any excess costs for such similar supplies or servicesthe same, including without limitation all costs and expenses of the type specified -0807 ¶ 10, WARRANTY; provided, that the Contractor Seller shall continue the performance of this Con- tract Contract to the extent, if any, it has extent not been terminated under the provisions of in accordance with this subparagraph-0808 ¶ 19.
(c) Except with respect to the defaults of Subcontractorssubcontractors, the Contractor Seller shall not be liable for any excess costs if the failure to perform the this Contract arises out of causes beyond the control and without the fault or negligence of the ContractorSeller. Such causes may includeare outlined in -0807 ¶ 16, but are not restricted to Force Majeure Events; provided, however, in EXCUSABLE DELAYS. In every case the failure to perform must be beyond the control and without the fault or negligence of the ContractorSeller. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such default arises out of causes beyond the control of both Seller and the Contractor and Subcontractor subcontractor, and without the fault or negligence of either of them, the Contractor Seller shall not be liable for any excess costs for failure to perform, unless the supplies or Services services to be furnished by the Subcon- tractor Seller were obtainable from other sources in sufficient time to permit the Contractor Seller to meet the required delivery schedule. The term(s) "subcontractor(s)" shall mean Seller’s subcontractor(s) at any tier.
(d) If this Contract is terminated as provided in subparagraph 19 (a)) above, the AuthorityBuyer, in addition to any other rights provided in this subparagraphContract, may require the Contractor Seller to transfer title and deliver to Buyer or the Authority Government, in the manner and to the extent directed by the Authority Xxxxx, (i) any Manufacturing Materials completed Goods, and (ii) such partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (hereinafter called "manufacturing materials") as the Contractor Seller has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor Seller shall, upon direction of the AuthorityBuyer, protect and preserve property in Seller’s possession of the Contractor in which Buyer or the Authority Government has an interest. Payment for completed Manufacturing Materials Goods delivered to and accepted by the Authority Buyer shall be at the Contract price. The Authority Payment for manufacturing materials delivered to and accepted by Buyer and for the protection and preservation of property shall be in an amount agreed to by Xxxxx and Seller; failure to agree to such amount shall be a dispute concerning a question of fact within the meaning -0807 ¶ 28, DISPUTES. Buyer may withhold from amounts otherwise due the Contractor Seller for such completed Manufacturing Materials Goods, supplies, or manufacturing materials such sum as the Authority Buyer determines to be necessary to protect Buyer or the Authority Government against loss because of outstanding liens or claims of former lien holdersholders or for damages otherwise caused by Seller's failure to perform its obligations under this Contract. 19 – Termination for Default (Cont.)
(e) If, after notice of termination of this Contract under the provisions of this paragraph-807 ¶ 19, it is determined by the Authority for any reason that the Contractor Seller was not in default under the provisions above, or that the default was excusable under the provisions of this para- graph- 0807 ¶ 16, EXCUSABLE DELAYS, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies same as if the notice of the Authority provided in this paragraph shall not be exclusive and are in addition termination had been issued pursuant to any other rights and remedies provided by law or under this Contract.-0807 ¶ 20,
Appears in 1 contract
Samples: Purchase Order
Termination for Default. (a) The Authority 1. Buyer may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorSeller, terminate the whole or any part of this Contract Order in either one any on of the following circumstances:
: (1i) if Seller fails to make delivery of the Contractor fails goods or to perform the Services services required by this order within the time specified herein or any extension thereof; or
thereof or (2ii) if Seller fails to perform any of the Contractor fails requirements or to perform any of the other provisions of this Contract Order, or so fails to make progress as to endanger performance of this Order in accordance with its terms and conditions, and does not cure such failure within a period of ten (10) days (or such longer period as the Authority Buyer may authorize in writing) after receipt of notice from the Authority Buyer specifying such failure.
(b) 2. In the event the Authority Buyer terminates this Contract Order in whole or in part as provided in subparagraph (a1) above, Buyer shall have no further obligation to Seller under the terminated portion of this paragraph, the Authority Order and Buyer may procure, upon such terms items and in such manner as the Authority Buyer may deem appropriate, supplies goods or services similar to those so terminated, and the Contractor Seller shall be liable to the Authority Buyer for any excess costs for such similar supplies or servicesthe same; provided, provided that the Contractor shall Seller continue the performance of this Con- tract Order to the extent, if any, it has extent not been terminated under the provisions of this subparagraphhereunder.
(c) 3. Except with respect to the defaults of Subcontractorssubcontractors, the Contractor Seller shall not be liable for any excess costs if the failure to perform the Contract this Order arises out of causes beyond the control and without the fault or negligence of the ContractorSeller. Such causes may include, but are not restricted to Force Majeure Events; providedlimited to, howeveracts of God, or of the public enemy, act of the Government in either its sovereign or contractual capacity, fires, flood, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the control and without the fault or negligence of the ContractorSeller.
4. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such default arises out of causes beyond the control of both Seller and the Contractor and Subcontractor subcontractor, and without the fault or negligence of either of them, the Contractor Seller shall not be liable for any excess costs for failure to perform, unless the supplies goods or Services services to be furnished by the Subcon- tractor subcontractor were obtainable from other sources in sufficient time to permit the Contractor Seller to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holdersterm “subcontractor(s)” shall mean subcontractor(s) at any tier.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 1 contract
Samples: Purchase Order
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if a. If the Contractor fails to perform the Services within the time specified herein refuses or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does Agreement with such diligence as will ensure its completion within the time specified in this Agreement, or any extension thereof, or commits any other substantial breach of this Agreement, the Procurement Officer may notify the Contractor in writing of the delay or nonperformance and, if not cure cured in ten days or any longer time specified in writing by the Procurement Officer, such failure within a period of ten (10) days (officer may terminate the Contractor's rights to proceed with the Agreement or such longer period part of the Agreement as to which there has been delay or a failure to properly perform.
b. The Unified Government shall pay the Contractor the costs and expenses and reasonable profit for services performed by the Contractor prior to receipt of the notice of termination; however, the Unified Government may withhold from amounts due the Contractor such sums as the Authority may authorize in writing) after receipt Procurement Officer deems to be necessary to protect the Unified Government against loss caused by the Contractor because of notice from the Authority specifying such failuredefault.
(b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) c. Except with respect to the defaults of Subcontractorssubcontractors, the Contractor shall not be liable for in default by reason of any excess costs failure in performance of this Agreement in accordance with its terms if the Contractor has notified the Procurement Officer within 15 days of the cause of the delay and the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence such as acts of God, acts of the Contractor. Such causes may includepublic enemy, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence act of the ContractorUnified Government and any other governmental entity in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, or other labor disputes. If the failure to perform is caused by the default failure of a Subcontractor subcontractor to perform or to make progress, and if such default failure arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of themsimilar to those set forth above, the Contractor shall not be liable for any excess costs for failure deemed to performbe in default, unless the supplies or Services services to be furnished by the Subcon- tractor subcontractor were reasonably obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedulecontract requirements. Upon request of the Contractor, the Procurement Officer shall ascertain the facts and extent of such failure, and, if such officer determines that any failure to perform was occasioned by any one or more of the excusable causes, and that, but for the excusable cause, the Contractor's progress and performance would have met the terms of the Agreement, the time for completion of the Agreement shall be revised accordingly.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) d. If, after notice of termination of this Contract the Contractor's right to proceed under the provisions of this paragraphclause, it is determined by the Authority for any reason that the Contractor was not in default or that the default was excusable under the provisions of this para- graphclause, and both the Unified Government and the Contractor agree, the rights and obligations of the parties shall be those provided the same as if the notice of termination had not been issued.
e. The following acts committed by the Contractor will constitute a substantial breach of the agreement and may result in termination of the paragraph entitled “Termination for Convenience” contained in this Exhibit E.agreement.
(f1) The rights and remedies If the Contractor is adjudged bankrupt or insolvent;
(2) If the Contractor makes a general assignment for the benefit of his creditors;
(3) If a trustee or receiver is appointed for the Contractor;
(4) If the Contractor files a petition to reorganize under bankruptcy or applicable laws;
(5) If the Contractor repeatedly fails to supply services required under the Agreement;
(6) If the Contractor disregards the authority of the Authority provided in Procurement Officer. Acts other than those specified may constitute substantial breach of this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractAgreement.
Appears in 1 contract
Samples: Contractual Provisions Attachment
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, a. ALLTEC may terminate the whole or any part of this Contract in either one any of the following circumstances:
(1) if If Seller fails to deliver the Contractor fails goods or to perform the Services services required by this Contract within the time specified herein herein, or any extension thereofthereof granted by ALLTEC in writing; or
(2) if the Contractor If Seller fails to perform any of the other provisions of this Contract or so fails to make progress as to endanger performance of this Contract in accordance with its terms, and in either of these two (2) circumstances does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority ALLTEC specifying such failure.; or
(b3) In the event of suspension of Seller's business, insolvency, institution of bankruptcy, liquidation proceedings by or against Seller, appointment of a trustee or receiver for Seller's property or business, or any assignment, reorganization or arrangement by Seller for the Authority terminates this Contract in whole or in part as provided in subparagraph (a) benefit of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraphcreditors.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, b. ALLTEC may require the Contractor Seller to transfer title and deliver to the Authority ALLTEC in the manner and to the extent directed by the Authority ALLTEC (1) any Manufacturing Materials completed goods; and (2) such partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights, (hereinafter called "manufacturing materials") as the Contractor Seller has specifically produced or specifically acquired for the performance of such part this Contract, including the assignment to ALLTEC of this Contract as has been terminatedSeller's subcontracts; and the Contractor shall, upon direction of the Authority, Seller shall protect and preserve property in possession of the Contractor Seller in which the Authority ALLTEC has an interest. Payment for completed Manufacturing Materials goods delivered to and accepted by the Authority ALLTEC shall be at the Contract contract price. The Authority Payment for manufactured materials delivered to and accepted by ALLTEC and for the protection and preservation of property shall be at a price determined in the same manner as provided in Article 8 hereof, except that Seller shall not be entitled to profit. ALLTEC may withhold from amounts Seller monies otherwise due the Contractor Seller for completed goods and/or manufacturing materials in such completed Manufacturing Materials such sum amounts as the Authority ALLTEC determines to be necessary to protect the Authority ALLTEC against loss because of due to outstanding liens or claims of former lien holdersagainst said goods.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 1 contract
Samples: Purchase Order Agreement
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if If the Contractor fails to perform the Services within the time specified herein refuses or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does Agreement with such diligence as will ensure its completion within the time specified in this Agreement, or any extension thereof, or commits any other substantial breach of this Agreement, the Procurement Officer may notify the Contractor in writing of the delay or nonperformance and, if not cure cured in ten days or any longer time specified in writing by the Procurement Officer, such failure within a period of ten (10) days (officer may terminate the Contractor's rights to proceed with the Agreement or such longer period part of the Agreement as to which there has been delay or a failure to properly perform. The Unified Government shall pay the Contractor the costs and expenses and reasonable profit for services performed by the Contractor prior to receipt of the notice of termination; however, the Unified Government may withhold from amounts due the Contractor such sums as the Authority may authorize in writing) after receipt of notice from Procurement Officer deems to be necessary to protect the Authority specifying such failure.
(b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and Unified Government against toss caused by the Contractor shall be liable to because of the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) default. Except with respect to the defaults of Subcontractorssubcontractors, the Contractor shall not be liable for in default by reason of any excess costs failure in performance of this Agreement in accordance with its terms if the Contractor has notified the Procurement Officer within 15 days of the cause of the delay and the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence such as acts of God, acts of the Contractor. Such causes may includepublic enemy, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence act of the ContractorUnified Government and any other governmental entity in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, or other labor disputes. If the failure to perform is caused by the default failure of a Subcontractor subcontractors to perform or to make progress, and if such default failure arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of themsimilar to those set forth above, the Contractor shall not be liable for any excess costs for failure deemed to performbe in default, unless the supplies or Services services to be furnished by the Subcon- tractor subcontractors were reasonably obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a)contract requirements Upon request of the Contractor, the AuthorityProcurement Officer shall ascertain the facts and extent of such failure, in addition and, if such officer determines that any failure to perform was occasioned by any other rights provided in this subparagraphone or more of the excusable causes, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired that, but for the excusable cause, the Contractor's progress and performance of such part of this Contract as has been terminated; and would have met the Contractor shall, upon direction terms of the AuthorityAgreement, protect and preserve property in possession the time for completion of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority Agreement shall be at the Contract pricerevised accordingly. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract the Contractor's right to proceed under the provisions of this paragraphclause, it is determined by the Authority for any reason that the Contractor was not in default or that the default was excusable under the provisions of this para- graphclause, and both the Unified Government and the Contractor agree, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) same as if the notice of termination had not been issued. The rights and remedies following acts committed by the Contractor will constitute a substantial breach of the Authority provided Agreement and may result in termination of the Agreement: If the Contractor is adjudged bankrupt or insolvent; If the Contractor makes a general assignment for the benefit of his creditors; If a trustee or receiver is appointed for the Contractor or any of his property; If the Contractor files a petition to take advantage of any debtor's act or to reorganize under bankruptcy or applicable laws; If the Contractor repeatedly fails to supply sufficient services; If the Contractor disregards the authority of the Procurement Officer; Acts other than those specified may constitute substantial breach of this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractAgreement.
Appears in 1 contract
Samples: General Contractual Provisions
Termination for Default. (a) The Authority Upon an Event of Default, MSA may, subject to the provisions of subparagraph paragraph (c3) belowof this Section, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failurecontract.
(b) 20.3.1 In the event the Authority MSA terminates this Contract contract in whole or in part as provided in subparagraph (a) paragraph 1 of this paragraphSection, the Authority MSA may procure, procure substitute performance upon such terms and in such whatever manner as the Authority Project Manager may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority MSA for any excess costs for such similar supplies or servicessubstitute performance; provided, that the Contractor shall continue the performance of this Con- tract contract to the extent, if any, it has extent not been terminated under the provisions of this subparagraphclause.
(c) 20.3.2 Except with respect to the defaults of Subcontractorssubcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Eventsto, acts of God or of the public enemy, acts of the State in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; provided, however, but in every case the failure to must perform shall be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such the default arises out of causes beyond the control of both the Contractor and Subcontractor subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, perform unless substitute performance for the supplies or Services to be furnished by the Subcon- tractor were subcontractor was obtainable from other sources another source in sufficient time to permit the Contractor to meet the required delivery performance schedule.
(d) 20.3.3 If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this clause, the rights and obligations of the parties shall, if the contract contains a clause providing for termination for convenience of the State, be the same as if the notice of termination had been issued pursuant to such clause. If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, and if this contract does not contain a clause providing for termination for convenience of MSA, the contract shall be equitably adjusted to compensate for such termination and the contract modified accordingly; failure to agree to any such adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes."
20.3.4 If this Contract contract is terminated as provided in subparagraph (a)paragraph 1 of this Section, the AuthorityMSA, in addition to any other rights provided in this subparagraph, Section may require the Contractor to transfer title and deliver to the Authority MSA, in the manner manner, at the times, and to the extent extent, if any, directed by the Authority any Manufacturing Materials Project Manager, (a) the fabricated or unfabricated parts, work in progress, completed work, supplies, and other material produced as the Contractor has specifically produced a part of, or specifically acquired for in connection with the performance of such part the work terminated by the Notice of this Contract as has Termination, and (b) the completed or partially completed plans, drawings, information, and other property which, if the contract had been terminatedcompleted, would have been required to be furnished to MSA; and the Contractor shall, upon direction of the AuthorityProject Manager, protect and preserve property in the possession of the Contractor in which the Authority MSA has an interest. Payment for completed Manufacturing Materials supplies delivered to and accepted by the Authority MSA shall be at actual cost. Payment for manufacturing materials delivered to and accepted by MSA and for the Contract price. The Authority protection and preservation of property shall be in an amount agreed upon by the Contractor and Project Manager; failure to agree to such amount shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." MSA may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials hereunder such sum as the Authority Project Manager determines to be necessary to protect the Authority MSA against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) 20.3.5 The rights and remedies of the Authority MSA provided in this paragraph clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract.
20.3.6 As used in paragraph (3) of this clause, the terms, "subcontractor" and "subcontractors" mean subcontractor(s) at any tier.
20.3.7 Prior to and after the Contract completion date, MSA may withhold an amount equal to liquidated damages whenever the progress of construction is such that, due to the fault or responsibility of the Contractor, the Contractor, in the judgment of MSA, is behind schedule so as not reasonably to be able to complete the contract on time. Due account may be taken of excusable delays and for delays for which MSA or its direct agents or contractors are responsible subject to the provisions of Section 11.2.
20.3.8 If the Contractor refuses or fails to prosecute the work, or any separable part thereof, with such diligence as shall insure its completion within the time specified in this Contract, or any extension thereof, or fails to complete said work within this time, MSA may, by written notice to the Contractor, terminate the Contractor’s right to proceed with the work or the part of the work as to which there has been delay. In this event MSA may take over the work and prosecute the same to completion, by contract or otherwise, and may take possession of and utilize in completing the work the materials, appliances, and plant as may be on the site of the work and necessary therefor. Whether or not the Contractor’s right to proceed with the work is terminated, the Contractor and its sureties shall be liable for any damage to MSA resulting from the Contractor’s refusal or failure to complete the Work within the specified time.
Appears in 1 contract
Samples: Contractor Agreement
Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:
(1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten thirty (1030) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure.
(b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.
(f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
Appears in 1 contract
Samples: Wellness Program Services
Termination for Default. (a1) The Authority OWNER may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorCONTRACTOR and the Surety if any, terminate the whole or any part of this Contract the Agreement for default in either one of the following circumstances:
(1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or
(2) if the Contractor event that CONTRACTOR fails to perform any of the other provisions of this Contract Agreement, or fails to make progress so as to endanger performance of the Agreement in accordance with its terms, or, in the opinion of OWNER, becomes financially or legally incapable of completing the work and does not cure correct such failure to OWNER's reasonable satisfaction within a period of ten (10) days (or such longer period as the Authority may authorize in writing) 24 hours after receipt of notice from the Authority OWNER specifying such failure.
(b2) In the event of termination for default, CONTRACTOR will be entitled to payment for Work satisfactorily completed, but not until completion of the Authority terminates Work and the assessment of all costs associated with its completion or other obligations of CONTRACTOR under this Contract Agreement. If deemed necessary by the OWNER, the OWNER may acquire similar services by contract, complete the work itself, or satisfy the task requirement in whole any other manner it deems appropriate. The OWNER may take possession of all equipment, materials and supplies at the work site or in part as provided in subparagraph (a) storage for the Work, together with such construction equipment, scaffolding, forms and other construction aids on-site required for the prosecution of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall Work. CONTRACTOR will be liable for all costs in excess of the Contract Price, including excess re-procurement costs, incurred by the OWNER in completing the Work that was to have been done by the Authority for CONTRACTOR under this Agreement, as well as any excess costs for such similar supplies or services; provided, that expenses and damages associated with the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraphdefault.
(c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.
(d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.
(e3) If, after notice of termination of this Contract under the provisions of this paragraphfor default, it is determined by the Authority for any reason that the Contractor CONTRACTOR was not in default or that the default was excusable under the provisions of this para- graphexcusable, the rights and obligations of the parties shall Parties will be those provided in the paragraph entitled “Termination same as if the notice of termination had been issued pursuant to termination for Convenience” contained in this Exhibit E.convenience.
(f4) Regardless of the cause of termination, the CONTRACTOR shall make an orderly turn over of the terminated Work to the OWNER and provide legible copies of all completed or partially completed work products and instruments of service including, but not limited to, laboratory, field, or other notes, log book pages, inspection reports, technical data, computations, and designs.
(5) The rights and remedies of the Authority OWNER provided in this paragraph shall Article are not be exclusive and are in addition to any other rights and remedies provided by law or equity or under this ContractAgreement.
Appears in 1 contract
Samples: Contract Agreement
