Termination or Suspension for Cause. Entrust may, at its sole discretion, suspend or terminate Customer’s and/or Users’ access to Identity Proofing at any time, without advanced notice, if: (a) Entrust reasonably concludes that Customer and/or Users have conducted themselves in a way (i) that is not consistent with or violates the requirements of the AUP, the Documentation, or is otherwise in breach of the Agreement; or (ii) in a way that subjects Entrust to potential liability or interferes with the use of Identity Proofing by other Entrust customers and/or users; (b) Entrust deems it reasonably necessary to do so to respond to any actual or potential security concerns, including, without limitation, the security of other Entrust customers’ and/or users’ information or data processed by Identity Proofing; or (c) Entrust reasonably concludes that Customer and/or Users are violating applicable laws, rules or regulations. Entrust may also, without notice, suspend Customer’s and/or User’s access to Identity Proofing for scheduled or emergency maintenance. Termination of these ID Proofing Special Terms will not necessarily result in termination of the entire Agreement (e.g. if Customer has an Identity as a Service subscription then the IDaaS Schedule and the applicable Order may still be active).
Termination or Suspension for Cause. Either party may terminate this Agreement and the rights granted hereunder by written notice to the other party in the event of any material breach by the other party of any term or condition set forth herein, if such breach remains uncured 10 days after receipt by the defaulting party of a written notice of default from the non-defaulting party. In addition to other remedies available to DreamBox Learning, it may, in its sole discretion, suspend your access to the Customer Account and use of the Software and Services if payment of any Fee is due and payable and remains outstanding for more than 45 days.
Termination or Suspension for Cause. A party may terminate this Agreement and Subscription Services license granted hereunder for cause upon thirty (30) days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such thirty (30) day period. Either party may terminate immediately if the other party files for bankruptcy or becomes insolvent. Accela may, at its sole option, suspend Customer’s or any Authorized User’s access to the Subscription Services, or any portion thereof, immediately if Accela: (i) suspects that any person other than Customer or an Authorized User is using or attempting to use Customer Data; (ii) suspects that Customer or an Authorized User is using the Subscription Services in a way that violates this Agreement and could expose Accela or any other entity to harm or legal liability; (iii) is or reasonably believes it is required to do so by law or court order or; (iv) Customer’s payment obligations are more than ninety (90) days past due, provided that Accela has provided at least thirty (30) days’ notice of such suspension for delinquent payment. Should Customer terminate this Agreement for cause, Accela will refund a pro-rata portion of unused, pre-paid fees.
Termination or Suspension for Cause. In the event that ESD determines the Grantee has failed to comply with the conditions of Agreement in a timely manner, ESD has the right to suspend or terminate this Agreement. Before suspending or terminating this Agreement, ESD may, at its sole discretion, notify the Grantee in writing of the need to take corrective action. If corrective action is not taken the Agreement may be terminated or suspended. In the event of termination or suspension, the Grantee shall not obligate any additional funds under this Agreement and may be liable for additional remedies to ESD, including but not limited to, the repayment of disallowed costs. ESD reserves the right to suspend all or part of this Agreement, withhold further payments, or prohibit the Grantee from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the Grantee or a decision by ESD to terminate this Agreement. A termination shall be deemed to be a “Termination for Convenience” if it is determined that the Grantee: (1) was not in default; or (2) failure to perform was outside of his or her control, fault or negligence. The rights and remedies of the Agency provided in this Agreement are not exclusive and are in addition to any other rights and remedies provided by law. ESD reserves the right to immediately suspend all, or part of, this Agreement, and to withhold further payments, or to prohibit the Grantee from incurring additional obligations of funds when it has reason to believe that fraud, abuse, malfeasance, misfeasance or nonfeasance has occurred on the part of the Grantee under this Agreement.
Termination or Suspension for Cause. Either party has the right to suspend or terminate this Agreement upon written notice to the other party if the other party: (a) is in default of any material obligation and the default has not been cured within thirty (30) days of receipt of written notice specifying the default; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law domestic or foreign, or has been liquidated. Use of the Software or Cloud Services outside the scope of this Agreement (including but not limited to the Entitlement) is unauthorized and is a material breach that shall void the warranty and/or support obligations.
Termination or Suspension for Cause. In the event the Agency determines the Contractor has failed to comply with the conditions of this Contract in a timely manner, the Agency has the right to suspend or terminate this Contract. Before suspending or terminating this Contract, the Agency may, at its sole discretion, notify the Contractor in writing of the need to take corrective action. If corrective action is not taken the Contract may be terminated or suspended. In the event of termination or suspension, the Contractor shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original Contract and the replacement or cover Contract and all administrative costs directly related to the replacement Contract, e.g., cost of the competitive bidding, mailing, advertising, and staff time. The Agency reserves the right to suspend all or part of this Contract, withhold further payments, or prohibit the Contractor from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the Contractor or a decision by the Agency to terminate this Contract. A termination shall be deemed to be a “Termination for Convenience” if it is determined that the Contractor: (1) was not in default; or (2) failure to perform was outside of his or her control, fault or negligence. The rights and remedies of the Agency provided in this Contract are not exclusive and are in addition to any other rights and remedies provided by law. The Agency reserves the right to immediately suspend all, or part of, this Contract, and to withhold further payments, or to prohibit the Contractor from incurring additional obligations of funds when it has reason to believe that fraud, abuse, malfeasance, misfeasance or nonfeasance has occurred on the part of the Contractor under this Contract.
Termination or Suspension for Cause. 16.1.1. In the event ESD determines the Contractor has failed to comply with the conditions of this Contract in a timely manner, ESD has the right to suspend or terminate this Contract. ESD may terminate immediately or, at its sole discretion, ESD may notify the Contractor in writing of the need to take corrective action, prior to termination, and allow the Contractor time to cure. In the event oftermination or suspension, the Contractor shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original Contract and the replacement or the costs to cover Contract and all administrative costs directly related to the replacement Contract, e.g., cost of the competitive bidding, mailing, advertising, and staff time.
Termination or Suspension for Cause. In the event the Department determines the Contractor has failed to comply with the conditions of this contract in an acceptable and timely manner, the Department has the right to suspend or terminate this contract. The Department shall notify the Contractor in writing of the need to take corrective action. If the default or violation is not corrected after ten (10) days or within a reasonable timeframe as determined by the Department, the contract shall be deemed terminated. The Department reserves the right to suspend all or part of the contract, withhold further payments, or prohibit the Contractor from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the Contractor or a decision by the Department to terminate the contract. In the event this contract is terminated as provided above, the Department shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of a breach of the contract by the Contractor. The rights and remedies of the Department provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which The Adjutant General or the Authorized Department Representative makes any determination under this clause shall be an issue and may be reviewed as provided in the "Disputes" clause of this contract. The termination shall be deemed to be a “Termination for Convenience” if it is determined that the Contractor:
Termination or Suspension for Cause. If the Agency determines the Contractor has failed to comply with the conditions of this Contract in a timely manner, the Agency must notify the Contractor in writing of the need to take corrective action, unless such notice of corrective action is otherwise excused by this Contract. The Agency may suspend all or part of the Contract or prohibit the Contractor from incurring additional obligations of funds during investigation of the alleged breach or the time Contractor takes for corrective action. If the Contractor does not take required corrective action within 30 days, the Agency may immediately, or upon a date determined by the Agency, terminate the Contract. If so terminated, the termination is deemed a “Termination for Convenience” if the Agency determines that failure to perform was outside the control of the Contractor and the Contractor is not otherwise in default, at fault, or negligent. In the event of termination or suspension for cause, the Contractor is liable for damages as authorized by law including, but not limited to, any cost difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, e.g., cost of the competitive bidding, mailing, advertising and staff time.
Termination or Suspension for Cause. In the event of a Material Breach or if the State deems the Contractor’s performance unsatisfactory at any time during the term of this Agreement, the State reserves the right to terminate or suspend this Agreement in whole or in part, or to terminate or suspend the Contractor’s Services with respect to a specific matter or matters, immediately upon written notice to the Contractor. Examples of Material Breach include, but are not limited to, the following: Failure of Contractor to maintain financial stability as set forth under the Agreement, such that the State cannot reasonably expect Contractor to satisfactorily perform its obligations through the term of this Agreement and which are of a material nature and directly and negatively impact the Services. Contractor may be provided with an opportunity to demonstrate that it has restored its financial stability, and has obtained sufficient resources to continue to perform through the term of this Agreement. Significant or repeated failure of Contractor to perform its obligations under the Agreement. Failure of Contractor to maintain the confidentiality of and/or security of Confidential Information, including taxpayer data or tax administration policies and procedures as set forth in the Agreement. Failure of the Contractor to remain a responsible Contractor consistent with applicable New York State law, regulations and/or policy. A finding that the certification filed by the Contractor in accordance with Procurement Lobbying was intentionally false or intentionally incomplete. A finding that the information filed by the Contractor in accordance with the requirements for Vendor Responsibility is incomplete, untrue or inaccurate. Failure of Contractor to maintain vendor responsibility substantially similar to, or superior to, its status as of the execution of this Agreement. A finding that the certification filed by the Contractor in accordance with Section 5-a of the Tax Law was not timely filed, was intentionally false or intentionally incomplete. Failure of Contractor to cooperate fully with DTF, or their designees during reviews or audits conducted in connection with the Services. If it is subsequently determined for any reason that the Contractor was not in Material Breach or that the Contractor’s failure to perform or make progress in performance was due to causes beyond the control and without the fault or negligence of the Contractor, the State will have the option to deem the Termination or Suspens...
