Termination for Breach at any Time Sample Clauses

Termination for Breach at any Time. This Agreement may be terminated at any time after Closing by any Party, if the other Party (the “Defaulting Party”) is in default of any of its material obligations under this Agreement, including without limitation a breach of the confidentiality and non-use obligations set forth under Article 9 of this Agreement (“Default”) which Default remains uncured for [***] days, each measured from the date written notice of such Default is provided to the Defaulting Party. The Party terminating the Agreement based on this Section 14.3.4 (the “Non-Defaulting Party”) shall provide written notice to the Defaulting Party, which notice shall identify the Default, the intent to so terminate and the actions or conduct that it considers would be an acceptable cure of such Default. In case the Defaulting Party disputes the Default under this Section 14.3.4, then the issue of whether the Non-Defaulting Party may properly terminate this Agreement on expiration of the applicable cure period shall be resolved in accordance with Article 13 of this Agreement. If, as a result of such dispute resolution process, it is determined that the alleged Defaulting Party committed a Default and that the Default has not been cured prior to such determination, then the Agreement, subject to the limitation in this Section 14.3.4, shall be terminated effective as of the determination unless the arbitration tribunal as set forth in Article 13 of this Agreement determines that the Default is of a nature that can be cured within [***] days after the date of such judgment and indicates what minimal actions need to be completed with such time period (the “Additional Cure Period”) to cure the Default. In this latter case, the termination shall be effective as of the expiration of the Additional Cure Period unless the Defaulting Party completes the required actions on or prior to such date. If the Parties dispute whether such Default was so cured, either Party alone may request the same court to determine whether it was so cured, and the Parties shall cooperate to allow such determination to be made within [***] Business Days after such request by either Party. The dispute resolution proceeding contemplated above in this Section 14.3.4 does not suspend any obligations of either Party hereunder, and each Party shall use reasonable efforts to mitigate any damages resulting from a Default. If as a result of such dispute resolution proceeding it is determined that the alleged Defaulting Party did not co...
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Related to Termination for Breach at any Time

  • Termination for Breach Either party may, upon prior written notice to the other party, terminate this Agreement in the event the other party is in default or breach of this Agreement and such breach or default is not corrected within thirty (30) days after the breaching party has been notified of same.

  • Termination for Failure to Pay If Company fails to make any payment due hereunder, Hospital shall have the right to terminate this Agreement upon ten (10) business days written notice, unless Company makes such payments plus any interest due, as set forth in Section 4.7, within said ten (10) day notice period. If payments are not made, Hospital may immediately terminate this Agreement at the end of said ten (10) day period. Company shall be entitled to only one such cure period in a calendar year; for a second failure to make payment on time, Hospital shall have the right to terminate this Agreement immediately upon written notice.

  • Material Breach or Early Termination Section 9.1. EVENTS CONSTITUTING MATERIAL BREACH OF AGREEMENT. Applicant shall be in Material Breach of this Agreement if it commits one or more of the following acts or omissions: A. The Application, any Application Supplement, or any Application Amendment on which this Agreement is approved is determined to be inaccurate as to an material representation, information, or fact or is not complete as to any material fact or representation or such application; B. Applicant failed to have complete Qualified Investment as required by Section 2.5 of this Agreement; C. Applicant failed to create the number of Qualifying Jobs specified in Schedule C of the Application; D. Applicant failed to pay the average weekly wage of all jobs in the county in which District’s administrative office is located for all Non-Qualifying Jobs created by Applicant; E. Applicant failed to provide payments to District sufficient to protect the future District revenues through payment of revenue offsets and other mechanisms as more fully described in Article IV of this Agreement; F. Applicant failed to provide payments to the District that protect District from the payment of extraordinary education related expenses related to the project, as more fully specified in Article V of this Agreement; G. Applicant failed to provide such supplemental payments as more fully specified in Article VI of this Agreement; H. Applicant failed to create and Maintain Viable Presence on and/or with the qualified property as more fully specified in Article VIII of this Agreement; I. Applicant failed to submit the reports required to be submitted by Section 8.2 to the satisfaction of Comptroller on the dates indicated on the form; J. Applicant failed to provide the District or Comptroller with all information reasonably necessary for District or Comptroller determine whether Applicant is in compliance with its obligations, including, but not limited to, any employment obligations which may arise under this Agreement; K. Applicant failed to allow authorized employees of District, Comptroller, the Appraisal District, and/or the State Auditor’s Office to have access to Applicant’s Qualified Property and/or business records in order to inspect the project to determine compliance with the terms hereof or as necessary to properly appraise the Taxable Value of Applicant’s Qualified Property; L. Applicant failed to comply with a request by the State Auditor’s office to review and audit the Applicant’s compliance with the Agreement; M. Applicant has made any payments to the District or to any other person or persons in any form for the payment or transfer of money or any other thing of value in recognition of, anticipation of, or consideration for this Agreement for limitation on appraised value made pursuant to Chapter 313of the TEXAS TAX CODE, in excess of the amounts set forth in Articles IV, V and VI, of this Agreement; or N. Applicant fails either to: i. Implement a plan to remedy non-compliance as required by Comptroller pursuant to 34 TAC Section 9.1059; or ii. Pay a penalty assessed by Comptroller pursuant to 34 TAC Section 9.1059.

  • BREACH; TERMINATION Customer/Project Sponsor may terminate this Agreement at any time in its sole discretion by providing notice to the Company not less than one hundred and eighty (180) days before such termination. In the event of breach of any material terms or conditions of this Agreement, if the breach has not been remedied within 30 days following receipt of written notice thereof from the other Party (provided that, if the breaching Party has commenced and is diligently pursuing efforts to cure such breach, then such 30-day period shall be extended until the earlier of (i) 30 additional days or (ii) end of diligent efforts to cure the breach), then the non-breaching party may terminate this Agreement by written notice at any time until cure of such breach occurs. In the event of any proceedings by or against either Party in bankruptcy, insolvency or for appointment of any receiver or trustee or any general assignment for the benefit of creditors (excluding, for the avoidance of doubt, an assignment in accordance with Article XI or other collateral assignment to obtain project financing), the other Party may terminate this Agreement. If the Customer/Project Sponsor increases the capability or the capacity of the Facility to exceed 4.999 MW, this Agreement shall immediately terminate. The Company shall not be liable to the Customer/Project Sponsor for damages resulting from a termination pursuant to this paragraph. If the Customer/Project Sponsor's generating equipment produces zero (0) kilowatt- hours during any period of twelve (12) consecutive Billing Periods after the Commercial Operation Date [Effective Date for existing resources] for a reason other than a force majeure event, the Company may terminate this Agreement.

  • For Breach A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 30 days. If Agency terminates this Agreement due to Axon’s uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination.