Common use of Termination of the Agreement for Cause Clause in Contracts

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Contractor with its creditors, unless the petition is filed or case commenced by a party other than Contractor and is withdrawn or dismissed within 30 days after the date of its filing. 5.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 the Agreement. b. Upon the occurrence and during the continuance of an Event of Default that is not cured within an applicable cure period, SEPTA, without notice to Contractor in any instance (except where expressly provided for below or by applicable law), may do any one or more of the following: 1. Terminate the Agreement by giving notice thereof to Contractor; or 2. Perform, on behalf and at the expense of Contractor, any obligation of Contractor under the Agreement that Contractor failed to perform and of which SEPTA shall have given Contractor notice, the cost of which performance by SEPTA, together with interest thereon at the Default Rate from the date of such expenditure, shall be payable by Contractor to SEPTA upon demand. 3. Exercise any other legal or equitable right or remedy which SEPTA may have. c. Contractor shall pay to SEPTA upon demand all costs and expenses that SEPTA incurs (including, without limitation, reasonable attorneys’ fees) in connection with an Event of Default. d. In the event that SEPTA elects to waive its remedies for any Event of Default, such waiver shall not limit SEPTA’s remedies for any succeeding Event of Default. e. In the event that it is ultimately determined that Contractor was not in default or did not breach or that the failure to perform arose out of causes beyond the control and without fault of Contractor, the termination shall be treated as one of convenience and Contractor’s sole rights and exclusive remedies shall be those set forth in § 8.1.

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 covenantcovenants, term terms or condition conditions of the Agreement which default or breach is not cured within ten days after the giving of written 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 ServicesServices – Route Characteristic Summary. 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 performance bond or the insurance that the Agreement requires. 9. The occurrence of any other event described as constituting an Event of Default elsewhere in the Agreement. b. Upon the occurrence and during the continuance of an Event of Default that is not cured within an applicable cure period, SEPTA, without notice to Contractor in any instance (except where expressly provided for below or by applicable law), may do any one or more of the following: 1. Terminate the Agreement by giving notice thereof to Contractor; or 2. Perform, on behalf and at the expense of Contractor, any obligation of Contractor under the Agreement that Contractor failed to perform and of which SEPTA shall have given Contractor notice, the cost of which performance by SEPTA, together with interest thereon at the Default Rate from the date of such expenditure, shall be payable by Contractor to SEPTA upon demand. 3. Exercise any other legal or equitable right or remedy which SEPTA may have. c. Contractor shall pay to SEPTA upon demand all costs and expenses that SEPTA incurs (including, without limitation, reasonable attorneys’ fees) in connection with an Event of Default. d. In the event that SEPTA elects to waive its remedies for any Event of Default, such waiver shall not limit SEPTA’s remedies for any succeeding Event of Default. e. In the event that it is ultimately determined that Contractor was not in default or did not breach or that the failure to perform arose out of causes beyond the control and without fault of Contractor, the termination shall be treated as one of convenience and Contractor’s sole rights and exclusive remedies shall be those set forth in § 8.1.

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 calendar days after the giving of notice thereof by SEPTA, unless such default is of such nature that it cannot be cured within such ten-ten calendar 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 calendar day period and shall thereafter diligently dilige ntly 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 governmentgovernme nt, the Commonwealth, any other state government or any local government. 3. The sale of Contractor’s interest in the Agreement under attachmentattachme nt, 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 involunta ry 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 the Agreement. b. Upon the occurrence and during the continuance of an Event of Default that is not cured within an applicable cure period, SEPTA, without notice to Contractor in any instance (except where expressly provided for below or by applicable law), may do any one or more of the following: 1. Terminate the Agreement by giving notice thereof to Contractor; or 2. Perform, on behalf and at the expense of Contractor, any obligation of Contractor under the Agreement that Contractor failed to perform and of which SEPTA shall have given Contractor notice, the cost of which performance by SEPTA, together with interest thereon at the Default Rate from the date of such expenditure, shall be payable by Contractor to SEPTA upon demand. 3. Exercise any other legal or equitable right or remedy which SEPTA may have. c. Contractor shall pay to SEPTA upon demand all costs and expenses that SEPTA incurs (including, without limitation, reasonable attorneys’ fees) in connection with an Event of Default. d. In the event that SEPTA elects to waive its remedies for any Event of Default, such waiver shall not limit SEPTA’s remedies for any succeeding Event of Default. e. In the event that it is ultimately determined that Contractor was not in default or did not breach or that the failure to perform arose out of causes beyond the control and without fault of Contractor, the termination shall be treated as one of convenience and Contractor’s sole rights and exclusive remedies shall be those set forth in § 8.1.

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 calendar days after the giving of notice thereof by SEPTA, unless such default is of such nature that it cannot be cured within such ten-ten calendar 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 calendar 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 the Agreement. b. Upon the occurrence and during the continuance of an Event of Default that is not cured within an applicable cure period, SEPTA, without notice to Contractor in any instance (except where expressly provided for below or by applicable law), may do any one or more of the following: 1. Terminate the Agreement by giving notice thereof to Contractor; or 2. Perform, on behalf and at the expense of Contractor, any obligation of Contractor under the Agreement that Contractor failed to perform and of which SEPTA shall have given Contractor notice, the cost of which performance by SEPTA, together with interest thereon at the Default Rate from the date of such expenditure, shall be payable by Contractor to SEPTA upon demand. 3. Exercise any other legal or equitable right or remedy which SEPTA may have. c. Contractor shall pay to SEPTA upon demand all costs and expenses that SEPTA incurs (including, without limitation, reasonable attorneys’ fees) in connection with an Event of Default. d. In the event that SEPTA elects to waive its remedies for any Event of Default, such waiver shall not limit SEPTA’s remedies for any succeeding Event of Default. e. In the event that it is ultimately determined that Contractor was not in default or did not breach or that the failure to perform arose out of causes beyond the control and without fault of Contractor, the termination shall be treated as one of convenience and Contractor’s sole rights and exclusive remedies shall be those set forth in § 8.1.