Common use of Termination or Withdrawal Clause in Contracts

Termination or Withdrawal. A. A Participating Community may, by majority vote of its Select Board, elect to withdraw and terminate its membership in the District by providing written notice to the Board of Directors and each Participating Community not less than six (6) months prior to the end of the then current fiscal year. Termination of membership shall be effective thirty (30) days following the payment of all obligations incurred but no sooner than the end of the current fiscal year. In the event a Town chooses to withdraw from the Agreement prior to the end of a Term, the withdrawing Town shall pay to the District an amount not to exceed that Town’s annual assessment to compensate the District for any damages as a result of said withdrawal. The Participating Communities hereto recognize and acknowledge the District is unique and the damages are difficult to calculate, and further that the dispatch system is configured and expenditures are committed based upon the understanding that all Participating Municipalities will remain members of the District at least until the end of the current term. No Participating Community shall be entitled to retain or be reimbursed for any costs or liabilities incurred prior to the effective date of termination of membership, including without limitation, any fees, costs, or expenses attributable to this Agreement. Following receipt of notice of termination, the remaining Participating Communities shall address the impacts caused by termination by either encouraging other parties to join the District or by reducing expenses of the District, but until any mitigation actually occurs, the terminated party shall remain liable for its assessment in full until the end of the current fiscal year. The type of activities to be taken in mitigation shall be determined at the sole discretion of the remaining Participating Communities. In the event that the District shall be comprised of fewer than two communities, the District shall be dissolved pursuant to applicable law. B. If any Participating Community defaults on payment of any assessment or otherwise breaches this Agreement, such Participating Community shall be notified in writing stating therein the nature of the alleged default or breach and directing such Participating Community to cure such default or breach within thirty (30) days. If the Participating Community in default or breach fails to cure said default or breach within sixty (60) days, that Participating Community shall be subject to termination as a party to this Agreement upon the vote of a super-majority of the Board of Directors representing those communities not in default. The Participating Community in default or breach shall not be entitled to vote on its own termination or be counted to calculate the quorum or in determining the vote. The terminated Town shall remain liable for any defaulted payment and late charges accruing through the end of the current fiscal year.

Termination or Withdrawal. A. A Participating Community may, by majority vote of its Select Board, may elect to withdraw and terminate its membership in the NMRECC District by providing written notice to the Chairman of the Board of Directors and each Participating Community not less than six two (62) months prior to the end of the then current fiscal yearyears prior. Termination of membership shall be effective thirty (30) days following the payment of all obligations incurred but and no sooner less than the end of the current fiscal year. In the event a Town chooses to withdraw two years from the Agreement prior to the end receipt of a Term, the withdrawing Town shall pay to the District an amount not to exceed that Town’s annual assessment to compensate the District for any damages as a result notice of said withdrawal. The Participating Communities hereto recognize and acknowledge the District is unique and the damages are difficult to calculate, and further that the dispatch system is configured and expenditures are committed based upon the understanding that all Participating Municipalities will remain members of the District at least until the end of the current termtermination. No Participating Community shall be entitled to retain or be reimbursed for any costs or liabilities incurred prior to the effective date of termination of membership, including without limitation, any fees, costs, or expenses attributable to this District Agreement. Following receipt of notice of termination, the remaining Participating Communities shall address the impacts caused by termination by either encouraging other parties to join the NMRECC District or by reducing expenses of the District, but until any mitigation actually occurs, the terminated party shall remain liable for its assessment in full until the end of the current fiscal year. The type of activities to be taken in mitigation shall be determined at the sole discretion of the remaining Participating Communities. All parties to this District Agreement agree that the dispatch system is configured and expenditures are committed based upon the understanding that all parties will remain members of the District at least until the end of the current term and that the payments to be made hereunder represent reasonable liquidated damages and not a penalty. In the event that the NMRECC District shall be comprised of fewer less than two communities, the District shall be dissolved pursuant to the applicable law. B. If any Participating Community party to this District Agreement defaults on payment of any assessment or otherwise breaches this Agreementagreement, such Participating Community party shall be notified in writing stating therein the nature of the alleged default or breach and directing such Participating Community party to cure such default or breach within thirty ten (3010) days. If the Participating Community such party in default or breach fails to cure said default or breach within sixty ten (6010) days, that Participating Community party shall be subject to termination as a party to this District Agreement upon the vote of a super-majority of the Board of Directors representing those communities not in default. The Participating Community party in default or breach shall not be entitled to vote on its own termination or be counted to calculate the quorum or in determining the votea majority in interest. The terminated Town party shall remain liable for any defaulted payment and late charges accruing through the end of the current fiscal year.

Termination or Withdrawal. A. A Participating Community may, by majority vote of its Select Board, elect to withdraw and terminate its membership in the District by providing written notice to the Board of Directors and each Participating Community not less than six (6) months prior to the end of the then current fiscal year. Termination of membership shall be effective thirty (30) days following the payment of all obligations incurred but no sooner than the end of the current fiscal year. In the event a Town chooses to withdraw from the Agreement prior to the end of a Term, the withdrawing Town shall pay to the District an amount not to exceed that Town’s annual assessment to compensate the District for any damages as a result of said withdrawal. The Participating Communities hereto recognize and acknowledge the District is unique and the damages are difficult to calculate, and further that the 016 dispatch system is configured and expenditures are committed based upon the understanding that all Participating Municipalities will remain members of the District at least until the end of the current term. No Participating Community shall be entitled to retain or be reimbursed for any costs or liabilities incurred prior to the effective date of termination of membership, including without limitation, any fees, costs, or expenses attributable to this Agreement. Following receipt of notice of termination, the remaining Participating Communities shall address the impacts caused by termination by either encouraging other parties to join the District or by reducing expenses of the District, but until any mitigation actually occurs, the terminated party shall remain liable for its assessment in full until the end of the current fiscal year. The type of activities to be taken in mitigation shall be determined at the sole discretion of the remaining Participating Communities. In the event that the District shall be comprised of fewer than two communities, the District shall be dissolved pursuant to applicable law. B. If any Participating Community defaults on payment of any assessment or otherwise breaches this Agreement, such Participating Community shall be notified in writing stating therein the nature of the alleged default or breach and directing such Participating Community to cure such default or breach within thirty (30) days. If the Participating Community in default or breach fails to cure said default or breach within sixty (60) days, that Participating Community shall be subject to termination as a party to this Agreement upon the vote of a super-majority of the Board of Directors representing those communities not in default. The Participating Community in default or breach shall not be entitled to vote on its own termination or be counted to calculate the quorum or in determining the vote. The terminated Town shall remain liable for any defaulted payment and late charges accruing through the end of the current fiscal year.

Termination or Withdrawal. A. A Participating Community may, by majority vote of its Select Board, may elect to withdraw and terminate its membership in the District by providing written notice to the Board of Directors and each Participating Community not less than six nine (69) months prior to the end of the then current fiscal year. Termination of membership shall be effective thirty (30) days following the payment of all obligations incurred but no sooner than the end of the current fiscal year. In the event a Town chooses to withdraw from the Agreement prior to the end of a Term, the withdrawing Town shall pay to the District an amount not to exceed that Town’s annual assessment be determined to compensate the District for any damages as a result of said withdrawal. The Participating Communities parties hereto recognize and acknowledge the District is unique and the damages are difficult to calculatecalculate and may be speculative to determine at the execution hereof, and further that the dispatch system is configured and expenditures are committed based upon the understanding that all Participating Municipalities parties will remain members of the District at least until the end of the current termterm and that the payments to be made hereunder represent reasonable liquidated damages and not a penalty. Therefore, the foregoing damages represent a fair and accurate amount of damages to the District for early withdrawal and the parties acknowledge same. No Participating Community shall be entitled to retain or be reimbursed for any costs or liabilities incurred prior to the effective date of termination of membership, including without limitation, any fees, costs, or expenses attributable to this Agreement. Following receipt of notice of termination, the remaining Participating Communities shall address the impacts caused by termination by either encouraging other parties to join the District or by reducing expenses of the District, but until any mitigation actually occurs, the terminated party shall remain liable for its assessment in full until the end of the current fiscal year. The type of activities to be taken in mitigation shall be determined at the sole discretion of the remaining Participating Communities. In the event that the District shall be comprised of fewer less than two communities, the District shall be dissolved pursuant to the applicable law. B. If any Participating Community party to this District Agreement defaults on payment of any assessment or otherwise breaches this Agreementagreement, such Participating Community party shall be notified in writing stating therein the nature of the alleged default or breach and directing such Participating Community party to cure such default or breach within thirty (30) days. If the Participating Community such party in default or breach fails to cure said default or breach within sixty (60) days, that Participating Community party shall be subject to termination as a party to this Agreement upon the vote of a super-super- majority of the Board of Directors representing those communities not in default. The Participating Community party in default or breach shall not be entitled to vote on its own termination or be counted to calculate the quorum or in determining the votea majority in interest. The terminated Town party shall remain liable for any defaulted payment and late charges accruing through the end of the current fiscal year.

Termination or Withdrawal. A. A Participating Community mayIn addition to other provisions of this Agreement, and other legal and equitable remedies, upon the occurrence of a default by majority vote of its Select a Party, the Administrative Board, elect pursuant to withdraw and Section 5 of this Agreement, may at its option terminate its membership the Party's Membership in the District by providing written notice to the Board of Directors and each Participating Community not less than six (6) months prior to the end of the then current fiscal yearAssociation. Termination of membership shall be effective thirty (30) days following the payment of all obligations incurred but no sooner than the end of the current fiscal year. In the event a Town chooses to Any Party may withdraw from the Agreement prior Association by giving written notice of withdrawal to all Parties and to the end of a Term, the withdrawing Town shall pay to the District an amount not to exceed that Town’s annual assessment to compensate the District for any damages as a result of said withdrawal. The Participating Communities hereto recognize and acknowledge the District is unique and the damages are difficult to calculate, and further that the dispatch system is configured and expenditures are committed based upon the understanding that all Participating Municipalities will remain members of the District Association at least until the end of the current term. No Participating Community shall be entitled to retain or be reimbursed for any costs or liabilities incurred twelve (12) months prior to the effective date of withdrawal. On and after the effective date of termination or withdrawal, such former Party shall be obligated to advise the Association and also the Parties of membershiptransactions involving poles which it continues to jointly own or occupy with any Party(s). Such transactions shall be governed by the Agreement, including without limitationBy-Laws and Routine as they existed on the effective date of termination or withdrawal. On and after the effective date of termination or withdrawal, the former Party shall forfeit any feesrights with respect to the deposit maintained in the Operating Fund, coststhe furniture, or expenses attributable to fixtures, equipment and Intellectual Property. The terminated Party shall be assessed and charged in accordance with Section 8 until such time as the terminated Party no longer has Jointly Owned Poles governed by this Agreement. Following receipt of notice of termination, the remaining Participating Communities shall address the impacts caused by termination by either encouraging other parties to join the District The withdrawn or by reducing expenses of the District, but until any mitigation actually occurs, the terminated party shall remain liable for its assessment in full until the end of the current fiscal year. The type of activities to be taken in mitigation shall be determined at the sole discretion of the remaining Participating Communities. In the event that the District shall be comprised of fewer than two communities, the District shall be dissolved pursuant to applicable law. B. If any Participating Community defaults on payment of any assessment or otherwise breaches this Agreement, such Participating Community shall be notified in writing stating therein the nature of the alleged default or breach and directing such Participating Community to cure such default or breach within thirty (30) days. If the Participating Community in default or breach fails to cure said default or breach within sixty (60) days, that Participating Community shall be subject to termination as a party to this Agreement upon the vote of a super-majority of the Board of Directors representing those communities not in default. The Participating Community in default or breach Parties shall not be entitled to vote on set or replace new poles hereunder or receive any of the rights, benefits or entitlements of Party's hereunder, except with respect to the maintenance of existing, Jointly Owned Poles. The withdrawal or termination of any Party shall not, however, release said Party from any obligation or liability hereunder which has accrued or, accrues prior to the time the Party no longer has Jointly Owned Poles governed by this Agreement. to: Any terminated or withdrawn Party shall no longer be required or allowed (a) Attend Meetings (b) Vote or have voting privileges. (c) Initiate Joint Pole Authorizations other than for removals and/or relinquishments. B. In addition to other provisions of this Agreement, and other legal and equitable remedies following the withdrawal or termination of a Party, upon removal, replacement or abandonment of a Jointly Owned Pole following its own useful life or in the course of normal business all Joint Ownership -rights and interest of the withdrawn or terminated Party shall be fully and finally extinguished by way of relinquishment under the terms of the Routine, provided, however, the withdrawn or terminated Party shall not receive compensation with respect to said pole whether by virtue of salvage value or otherwise. Nothing herein shall prevent the withdrawn or terminated Party from entering into any separate agreement for the use, lease or license of any replacement pole with any other Party. C. If pursuant to Subsection A, hereinabove, a Party's Membership in the Association is terminated, upon such termination, the Association may recover from such former Party: (1) Such amount as is necessary to compensate the Association and/or any other Party with whom such former Party has Jointly Owned Poles for all the damages proximately caused by such former Party's failure to perform its obligations under this Agreement. (2) In collecting such compensation the Association, may have recourse against any surety, bond, letter of credit and/or security issued for the financial protection of the Association by the former Party. D. Efforts by the Administrative Board to mitigate the damages caused by the Party's breach of this Agreement, the By-Laws, the Routine, or other governing documents, and/or to cure the breach shall not constitute a waiver of the Administrative Board's right to recover damages. E. Every terminated or withdrawn Party shall (a) continue to comply with the provisions of this Agreement relating, to the ownership, maintenance, use, dismantling, abandonment or removal of any joint pole or attachment established or created prior to the termination or be counted withdrawal, and (b) satisfy all expenses, liabilities and obligations including liability, indemnity and insurance obligations, arising hereunder, other than those relating to calculate the quorum setting or replacement of new poles. F. Nothing herein shall preclude the Association or a Party which owns an interest in determining a pole(s) to which a defaulting Party is attached, from removing at the vote. The terminated Town shall remain liable for any defaulted payment defaulting Party's sole risk and late charges accruing through expense the end of defaulting Party's attachments from the current fiscal yearpole(s) upon at least thirty (30) days written notice and in accordance with the Routine, General Orders 95 and 128 and all other applicable law and regulations.