Common use of Vendor Responsibility Clause in Contracts

Vendor Responsibility. 1. The Manager shall at all times during the Agreement term remain responsible. The Manager agrees, if requested by the Fund, to present evidence of its continuing legal authority to do business in New York State, integrity, experience, ability, prior performance and organizational and financial capacity. 2. The Fund, at its sole discretion, reserves the right to suspend any or all activities under this Agreement, at any time, when the Fund discovers information that calls into question the responsibility of the Manager. In the event of such suspension, the Manager will be given written notice outlining the particulars of such suspension. Upon issuance of such notice, the Manager must comply with the terms of the suspension order. Agreement activity may resume at such time as the Fund issues a written notice authorizing a resumption of performance under the Agreement. 3. Upon written notice to the Manager, and a reasonable opportunity to be heard with appropriate Fund officials or staff, the Manager may be terminated by the Fund at the Manager’s expense where the Manager is determined by the Fund to be non-responsible. In such event, the Fund may complete the contractual requirements in any manner that the Fund may deem advisable and pursue available legal or equitable remedies for breach. 4. In no case shall termination of the Agreement by the Fund be deemed a breach by the Fund thereof, nor shall the Fund be liable for any damages or lost profits or otherwise, which may be sustained by Manager as a result of such termination.

Vendor Responsibility. 1. The Manager shall at all times during the Agreement term remain responsible. The Manager agrees, if requested by the Fund, to present evidence of its continuing legal authority to do business in New York State, integrity, experience, ability, prior performance and organizational and financial capacity. 2. The Fund, at its sole discretion, reserves the right to suspend any or all activities under this Agreement, at any time, when the Fund discovers information that calls into question the responsibility of the Manager. In the event of such suspension, the Manager will be given written notice outlining the particulars of such suspension. Upon issuance of such notice, the Manager must comply with the terms of the suspension order. Agreement activity may resume at such time as the Fund issues a written notice authorizing a resumption of performance under the Agreement. 3. Upon written notice to the Manager, and a reasonable opportunity to be heard with appropriate Fund officials or staff, the Manager may be terminated by the Fund at the Manager’s expense where the Manager is determined by the Fund to be non-responsible. In such event, the Fund may complete the contractual requirements in any manner that the Fund may deem advisable and pursue available legal or equitable remedies for breach. 4. In no case shall termination of the Agreement by the Fund be deemed a breach by the Fund thereof, nor shall the Fund be liable for any damages or lost profits or otherwise, which may be sustained by Manager as a result of such terminationIf any provision of the Agreement, or the application thereof, is determined to be invalid or unenforceable, the remainder of those provisions and all other provisions of the Agreement shall remain valid and enforceable.