EVENTS OF DEFAULT BY THE COMPANY. Each of the following constitutes an Event of Default on the part of the Company, provided that none of the following shall constitute an Event of Default to the extent caused by the failure of the Authority to perform its obligations hereunder: (a) The failure or refusal by the Company to fulfill any of its material obligations to the Authority in accordance with this Agreement, the RFP, and the proposal submittal unless such failure or refusal is excused or justified pursuant to this Agreement; or (b) If, by order of a court of competent jurisdiction, a receiver or liquidator or custodian or trustee of the Company (or any guarantor of the Company’s obligation hereunder) or of a major part of its property is appointed and is not discharged within sixty (60) days, or if, by decree of such a court, the Company (or any guarantor of the Company’s obligation hereunder) is adjudicated insolvent, or a major part of its property is sequestered, and such decree has continued undischarged and unstayed for sixty (60) days after the entry of such decree, or if a petition to reorganize the Company (or any guarantor of the Company’s obligation hereunder) pursuant to the Federal Bankruptcy Code (11 U.S.C.) or any other similar statute applicable to the Company (or any guarantor of the Company’s obligation hereunder), as now or hereinafter in effect, is filed against the Company (or any guarantor of the Company’s obligation hereunder) and is not dismissed within sixty (60) days after such filing, or if the Company (or any guarantor of the Company’s obligation hereunder) is adjudicated bankrupt or files a petition in voluntary bankruptcy under any provision of any bankruptcy Law or consents to the filing of any bankruptcy or reorganization petition against the Company (or any guarantor of the Company’s obligation hereunder) under any such Law, or (without limitation of the generality of the foregoing) files a petition to reorganize the Company (or any guarantor of the Company’s obligation hereunder) pursuant to the Federal Bankruptcy Code (11 U.S.C.) or any other similar statute applicable to the Company (or any guarantor of the Company’s obligation hereunder), as now or hereafter in effect; or (c) If the Company makes an assignment for the benefit of creditors, or admits, in writing, an inability to pay debts generally as they become due, or consents to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of either the Company or of a major part of its property; or (d) If the Company assigns its rights or obligations under this Agreement or any part thereof to any person, company, partnership, corporation or other entity except as otherwise permitted hereunder; or (e) If any representation or warranty made by the Company herein or in any payment invoice or related documentation submitted hereunder is false or misleading in any material respect when made; or (f) If the Company fails to provide and maintain in full force and effect the Letter of Credit or bonds, as applicable, as required pursuant to this Agreement; or (g) If the Company fails to provide and maintain in full force and effect the insurance policies required pursuant to this Agreement; (h) If the Company provides or has provided materially false or misleading information to the Authority; or (i) The failure of the Company or its subcontractor, and their respective agents, licensees, invitees and successors to comply with Applicable Law in any material fashion; (j) The failure of the Company to provide a fully operational Service by the Operations Date. No failure or refusal on the part of the Company described in Section 6.2 shall constitute an “Event of Default” unless and until: (A) the Authority has given Notice to the Company specifying with particularity the existence of such default; and (B) The Company has failed to cure such default within thirty (30) days after receipt of such Notice.
Appears in 2 contracts
Sources: Service Agreement, Service Agreement