Common use of Termination for Noncompliance Clause in Contracts

Termination for Noncompliance. If either Party breaches this Agreement by materially failing to comply with the terms and conditions of this Agreement, the other Party may terminate this Agreement at any time following seven calendar days written notice to the Party in breach and upon failure of the Party in breach to cure the noncompliance within the seven-day period. A material failure of the Subrecipient to make reasonable progress toward completion of the Project without good cause and without providing the notice required by Section 6.06 constitutes a breach. At the Council’s option, the Council may withhold payment of invoices during any period in which the Subrecipient fails to materially comply with this Agreement. If the Council finds that the Subrecipient’s noncompliance is willful and unreasonable, the Council may terminate or rescind this Agreement and require the Subrecipient to repay the Grant Funds in full or in a portion determined by the Council except that the Subrecipient shall not be required to repay Grant Funds that the Council has reviewed, approved, and disbursed except as provided for in Sections 4.04 and 4.05. Nothing in this section shall limit the Council’s legal remedies to recover Grant Funds in accordance with Sections 4.04 and 4.05.

Termination for Noncompliance. If either Party breaches this Agreement by materially failing there has been a material failure to comply with the terms and conditions provisions of this AgreementAgreement by either party (a “breach”), the other Party party may terminate this Agreement at any time following seven (7) calendar days written notice to the Party party in breach and upon failure of the Party party in breach to cure the noncompliance within the seven-day period. A material failure of the Subrecipient to make reasonable progress toward completion of the Project without good cause and without providing the notice required by Section 6.06 5.06 constitutes a breach. At the Council’s option, the Council may withhold payment of invoices during any period in which the Subrecipient fails to is materially comply non-compliant with this Agreement. If the Council finds that the Subrecipient’s Subrecipient noncompliance is willful and unreasonable, the Council may terminate or rescind this Agreement and require the Subrecipient to repay the Grant Funds grant funds in full or in a portion determined by the Council except that the Subrecipient shall not be required to repay Grant Funds grant funds that the Council has reviewed, approved, reviewed approved and disbursed distributed except as provided for in Sections 4.04 3.05 and 4.05. Nothing in this section shall limit the Council’s legal remedies to recover Grant Funds in accordance with Sections 4.04 and 4.053.