Termination of the Agreement for Cause a. Any one or more of the following events shall constitute an “Event of Default”: 1. Default or breach by Contractor in the performance or observance of any covenant, term or condition of the Agreement which default or breach is not cured within ten days after the giving of notice thereof by SEPTA, unless such default is of such nature that it cannot be cured within such ten-day period, in which case no Event of Default shall occur so long as Contractor shall commence the curing of the default within such ten day period and shall thereafter diligently prosecute the curing of same; provided, however, if Contractor shall default in the performance of any such term or covenant of the Agreement two or more times in any twelve month period, then notwithstanding that each of such defaults shall have been cured by Contractor, any further similar default shall be deemed an Event of Default without the ability for cure. 2. The suspension or debarment of Contractor by the federal government, the Commonwealth, any other state government or any local government. 3. The sale of Contractor’s interest in the Agreement under attachment, execution or similar legal process, or if Contractor is adjudicated as bankrupt or insolvent under any state bankruptcy or insolvency law or an order for relief is entered against Contractor under the Federal Bankruptcy Code and such adjudication or order is not vacated within ten days. 4. The commencement of a case under any chapter of the Federal Bankruptcy Code by or against Contractor or the filing of a voluntary or involuntary petition proposing the adjudication of Contractor as bankrupt or insolvent, or the reorganization of Contractor, or an arrangement by Contractor with its creditors, unless the petition is filed or case commenced by a party other than Contractor and is withdrawn or dismissed within 30 days after the date of its filing. 5. The admission in writing by Contractor of its inability to perform the Scope of Services. 6. The appointment of a receiver or trustee for the business or property of Contractor unless such appointment shall be vacated within ten days of its entry. 7. The making by Contractor of an assignment for the benefit of its creditors, or if in any other manner Contractor’s interest in the Agreement shall pass to another by operation of law. 8. Failure to have in place the insurance that the Agreement requires. 9. The occurrence of any other event described as constituting an Event of Default elsewhere in...

Termination of the Agreement for Cause. If the Subgrantee, due to its action or failure to act, shall fail to fulfill in a timely and proper manner its obligations under this agreement, or if the Subgrantee has or shall violate any of the covenants, agreements, representations or stipulations of this agreement, ARC shall thereupon have the right to terminate this agreement by giving written notice to the Subgrantee of such termination and specifying the effective date thereof, at least five days before the effective date of such termination. In such event, all information and materials collected or produced under this agreement and/or used in the performance of the scope of services shall, at the option of ARC, become its property. The Subgrantee shall be entitled to receive just and equitable compensation for any satisfactory work completed under the Scope of Service up to and including the effective date of termination as authorized in Attachment "B." Notwithstanding the foregoing to the extent provided by law, the Subgrantee shall not be relieved of liability to ARC for damages sustained by ARC by virtue of any breach of this agreement by the Subgrantee and ARC may withhold any payments to the Subgrantee for the purpose of set- off for damages caused by the Subgrantee's breach, until such time as the exact amount of damages to ARC from the Subgrantee is determined.

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Termination of the Agreement for Cause. 11.1 Should the Independent Expert Consultant fail to respond to a request for service or comply with any of the terms and conditions set out in this Agreement, including the obligation to deliver the Independent Expert Consultant services as set out herein within the deadlines set by the Board from time to time, the Board shall have the right to terminate this agreement for cause, upon 24 hrs notice, in writing, sent to:

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Termination of the Agreement for Cause. Either Party may terminate the Agreement with immediate effect for cause, which includes the following: 16.6.1 any breach of Sections 8, 13 and 17 or any other material provision of the Agreement by the other Party; 16.6.2 any other breach of the Agreement by the other Party adversely and substantially effecting the relationship of the Parties as a whole, which is not remedied within 30 days from receipt of a written notice regarding breach from the non-defaulting Party, except that no notice is required if the defaulting Party has seriously and finally refused to remedy the breach or the breach cannot be remedied.

Termination of the Agreement for Cause. Either Party shall have the right to terminate this Agreement if the other Party fails to cure a material breach of the terms of this Agreement within forty-five (45) days of receipt of written notice thereof from the non-breaching Party.

Termination of the Agreement for Cause. Spirent may terminate this Agreement by written notice to the Systems Integrator, if: a. the Systems Integrator fails to pay an undisputed sum due to Spirent under this Agreement by its due date, and such failure continues for thirty (30) days from receipt by the Systems Integrator of notice of non-payment from Spirent; b. the Systems Integrator materially breaches this Agreement and (a) such breach (if curable) is not cured within thirty (30) days of notice, or (b) such breach is not capable of being cured within thirty (30) days; c. the Systems Integrator breaches any of its obligations in Section 17 (Compliance with Laws) or Spirent reasonably suspects such a breach; d. the Systems Integrator commits multiple breaches of its duties or obligations under this Agreement, which have been notified to the Systems Integrator and which in the aggregate constitute a material breach; or

Termination of the Agreement for Cause. The Systems Integrator may terminate this Agreement by written notice to Spirent, if: a. Spirent materially breaches this Agreement and (a) such breach (if curable) is not cured within thirty (30) days of notice or (b) such breach is not capable of being cured within thirty (30) days; b. Spirent commits multiple breaches of its duties or obligations under this Agreement, which have been notified to Spirent and which in the aggregate constitute a material breach; or c. Spirent is subject to an Insolvency Event.

Termination of the Agreement for Cause. 10.1 If Employer is in default of performance of its obligations towards OOPKOP (as included in the Agreement) and Employer does not rectify the defect within five days after receiving the notice of default, OOPKOP is entitled to immediately extrajudicially Terminate the Agreement (in whole or in part). 10.2 If any seizure is imposed on Employer or if Employer becomes insolvent or is unable to pay its debts as they mature, or goes into liquidation (other than for the purpose of a reconstruction or amalgamation) or any bankruptcy proceeding shall be instituted by or against Employer or if a trustee or receiver or administrator is appointed for all or a substantial part of the assets of Employer or if Employer enters into a deed of arrangement or makes any assignment for the benefits of its creditors or if Employer decides to cease its undertaking, then OOPKOP may by notice in writing forthwith, without prejudice to any of its other rights and without OOPKOP being obliged to pay any compensation of damages to Employer: (a) suspend its performance under the Agreement; or (b) completely or partially Terminate the Agreement. 10.3 If OOPKOP Terminates the Agreement on the basis of article 10.1 or 10.2, that does not affect OOPKOP’s right to claim damages from Employer. Ending of the Agreement shall not lead to any undoing commitments (art.6:271 DCC).

Termination of the Agreement for Cause. Either party may terminate this Agreement or Services provided under this Agreement for Cause. Notwithstanding any other term or condition of this Agreement, if any Undisputed account remains unpaid 60 days after date of invoice, Company may, upon notice to Customer, suspend or terminate any Service pursuant to this Agreement or any agreement between the Customer and Company Affiliates, or terminate this Agreement. Such interruption does not relieve Customer from the obligation to pay the monthly charge In addition, Company shall have the right to terminate this Agreement immediately and without prior notice, in the event that Customer ceases to do business in the normal course, becomes or is declared or is likely, in the opinion of Company to become insolvent or bankrupt, is the subject of any proceeding relating to liquidation or insolvency which is not dismissed within twenty (20) days or makes an assignment for the benefit of its creditors. 11 11.2

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