By the Authority Clause Examples for Any Agreement
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By the Authority. Subject to the provisions of Clause 29.8, the Authority may: assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Contracting Body; or novate this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority, provided that where such assignment, novation or other disposal increases the burden of the Supplier’s obligations pursuant to this Framework Agreement, the Supplier shall be entitled to such charges as may be agreed between the Authority and the Supplier to compensate for such additional burdens. Subject to the provisions of Clause 29.8, any change in the legal status of the Authority such that it ceases to be a Contracting Body shall not affect the validity of this Framework Agreement. In such circumstances, this Framework Agreement shall bind and inure to the benefit of any successor body to the Authority. If this Framework Agreement is novated to a body which is not a Contracting Body, or if a successor body which is not a Contracting Body becomes the Authority (in the remainder of this Clause both such bodies are referred to as the (“Transferee”)): the rights of termination of the Authority in Clause 14.9 shall be available, mutatis mutandis, to the Supplier in the event of the financial difficulty of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof with the previous consent in writing of the Supplier (such consent not to be unreasonably withheld or delayed). The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation or disposal made pursuant to Clause 29.6.
By the Authority. The Authority may, by not less than 15 (fifteen) days’ written notice of termination to the Consultant, such notice to be given after the occurrence of any of the events specified in this Clause 2.9.1, terminate this Agreement if:
(a) the Consultant fails to remedy any breach hereof or any failure in the performance of its obligations hereunder, as specified in a notice of suspension pursuant to Clause 2.8 hereinabove, within 15 (fifteen) days of receipt of such notice of suspension or within such further period as the Authority may have subsequently granted in writing;
(b) the Consultant becomes insolvent or bankrupt or enters into any agreement with its creditors for relief of debt or take advantage of any law for the benefit of debtors or goes into liquidation or receivership whether compulsory or voluntary;
(c) the Consultant fails to comply with any final decision reached as a result of arbitration proceedings pursuant to Clause 9 hereof;
(d) the Consultant submits to the Authority a statement which has a material effect on the rights, obligations or interests of the Authority and which the Consultant knows to be false;
(e) any document, information, data or statement submitted by the Consultant in its Proposals, based on which the Consultant was considered eligible or successful, is found to be false, incorrect or misleading;
(f) as the result of Force Majeure, the Consultant is unable to perform a material portion of the Services for a period of not less than 15 (fifteen) days;
(g) a situation of conflict of interest as set out in Clause 2.9 of the RFP and Clause 3.2 of this Agreement;
(h) the Authority, in its sole discretion and for any reason whatsoever, decides to terminate this Agreement.
By the Authority. The Authority may not assign its rights and obligations hereunder except to another public body of the State which has the power to perform the Authority’s obligations hereunder and which assumes all the Authority’s obligations hereunder either in writing or by operation of law.
By the Authority. Neither the Authority nor any Governmental Authority of or in the Commonwealth shall do any act or thing that will create or permit to exist any Encumbrance (other than a Permitted Authority Encumbrance) against the LMM Airport Facility and shall promptly remove any Encumbrance (other than a Permitted Authority Encumbrance) against the LMM Airport Facility that came into existence as a result of an act of or omission by the Authority or a Person claiming through the Authority. The Authority shall not be deemed to be in default hereunder if the Authority continuously, diligently and in good faith contests any such Encumbrance, or the validity thereof (or causes such contest), by appropriate legal proceedings that shall operate to prevent the foreclosure of any such Encumbrance; provided that the Authority (i) has given advance notification to the Lessee that it is the intent of the Authority to contest the validity or collection thereof or cause such contest and (ii) has given a reasonably satisfactory indemnity to the Lessee or has deposited with the Lessee a Letter of Credit, surety bond consistent (as to form and credit quality of issuer) with the requirements set forth herein for Letters of Credit, cash or Eligible Investment reasonably satisfactory to the Lessee in an amount equal to the amount of the claim or Encumbrance, plus such interest and penalties, court costs or other charges as the Lessee may reasonably estimate to be payable by the Authority at the conclusion of such contest or as is required to provide insurance over any potential Encumbrance; provided, however, that in the event such Letter of Credit, surety bond, cash or Eligible Investment shall be so deposited, the same shall be held until such claim or other Encumbrance shall have been released and discharged and shall thereupon be returned to the Authority, less any amounts expended by the Lessee, if any, to procure such release or discharge, or any loss, cost, damage, reasonable attorneys’ fees or expense incurred by the Lessee, if any, by virtue of the contest of such Encumbrance.
By the Authority. Subject to Section 6.6 (The Authority’s Right to Enter), in the event of an Emergency only, the Authority may, at its option, and in addition to any other remedies that may be available to it under this Agreement, enter, or cause its authorized representatives to enter, the Premises and perform any Maintenance and Repair Work that StadCo has failed to perform in accordance with the terms of this Agreement, such Maintenance and Repair Work and such entry to be as reasonably necessary to address such Emergency. StadCo shall, within thirty (30) days following the Authority’s demand with supporting invoices, pay and reimburse the Authority for the reasonable costs of such Maintenance and Repair Work provided, however, that within thirty (30) days after such payment by StadCo, StadCo may invoke the Alternative Dispute Resolution Procedures with regard to StadCo’s liability for such payment. This Section 7.6(c) (Repairs and Maintenance/Emergency Repairs) shall in no way affect or alter StadCo’s obligations for Maintenance and Repair Work under Section 7.6(a) (Repairs and Maintenance/StadCo’s Obligation) and shall not impose or be construed to impose upon the Authority any obligation for such Maintenance and Repair Work inconsistent with the provisions of this Agreement. The Authority will cause any Maintenance and Repair Work performed by or on behalf of StadCo pursuant to this Section 7.6(c) (Repairs and Maintenance/StadCo’s Obligation) to be prosecuted with reasonable diligence and completed with reasonable dispatch and to be constructed in a good and workmanlike manner in accordance with standard construction practice of improvements similar to the improvements in question. The Authority may, on a pro-rata basis, withdraw funds from the Stadium Authority Capital Projects Fund and the StadCo Capital Projects Fund for any reimbursement of costs incurred pursuant to this Section 7.6(c) (Repairs and Maintenance/StadCo’s Obligation) to the extent necessary should the Authority undertake any Maintenance and Repair Work that are otherwise StadCo’s responsibility under this Agreement provided, however, that within thirty (30) days after the Authority has received reimbursement from the Stadium Authority Capital Projects Fund or the StadCo Capital Projects Fund, StadCo may invoke the Alternative Dispute Resolution Procedures with regard to the Authority’s right to receive such funds from the Stadium Authority Capital Projects Fund or the StadCo Capital Projects Fund.
By the Authority. Whenever any Event of Default by the Developer occurs, the Authority may immediately suspend its performance under this Agreement and may take any one or more of the following actions after providing thirty (30) days prior written notice to the Developer, each Investor (if then any), and each Holder (if then any) of the Event of Default, but only if either the Event of Default has not been cured within thirty (30) days after the receipt of such written notice or, if the Event of Default reasonably cannot be cured within such thirty (30) day period, the Developer either has not commenced to cure such Event of Default during such thirty (30) day period or commenced to cure during such thirty (30) day period but is not continuing to pursue such cure in a reasonable manner or has not completed such cure within a reasonable time period:
(i) Terminate this Agreement.
(ii) Subject to the rights of a Holder, reenter and retake title to and possession of the Property pursuant to the terms of the deed from the Authority to the Developer, which deed will contain a provision allowing the Authority, if the Developer fails to commence or complete the construction of the Improvements when required by this Agreement, to reenter the Property and retake title to and possession of the Property and to resell the Property to a third party who will develop it in accordance with the Authority’s goals for development of the Project. The proceeds received by the Authority from the sale of the Property will be used to first reimburse the Authority for its costs incurred in exercising its remedies under this Agreement, including without limitation, all costs incurred related to the Authority’s holding of title to the Property, with any excess proceeds being paid to the Developer to reimburse it up to the sum of (a) the amount of the Purchase Price and (b) the amount of the costs that it incurred for the construction of the Improvements prior to the conveyance of the Property from the Developer.
(iii) Take whatever action, including legal, equitable or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. Each Investor (if then any) and each Holder (if then any) shall have the right, but not the obligation, to cure an Event of Default by the Developer within the applicable time period that is set forth in this Section 9(a)...
By the Authority. The Authority may also terminate this Agreement where (a) the Manager, or a manager, member, director, or officer of the Manager, has been convicted or indicted for any federal or state felony involving moral turpitude or any federal or state gaming offense, provided, however, that the Authority may not terminate this Agreement based on the conviction of a member, director, or officer where the Manager terminates such individual (or such individual withdraws or resigns, as applicable) within ten days after receiving notice of the conviction or indictment from the Authority; (b) the removal of the Manager is required by the NIGC or its Chairman, provided, however, that the Authority shall not so terminate this Agreement and the Manager may contest such requirement of the NIGC or its Chairman so long as such contest is in good faith and shall not prevent the Authority from conducting Gaming at the Gaming Facility; or (c) the Manager, through a manager, member, director, or officer of the Manager, has knowingly and willfully provided materially important false or misleading statements or information to the Authority, provided, however, that the Authority may not terminate this Agreement based on such statements or information provided by a manager, member, director, or officer of Manager or a member of Manager, where the Manager terminates such individual (or such individual withdraws or resigns, as applicable) within 30 days after the later of (i) the Manager receives written notice from the Authority of such statements or information or (ii) if Manager contests in good faith such statements or information by filing for a proceeding in arbitration in accordance with Section 16.1.1 within such 30 days and terminates such individual (or such individual withdraws or resigns as applicable) within 30 days after the decision of such arbitrator in favor of the Authority. For purposes of this Section 9.3.2 'materially important false or misleading statements' means a false or misleading statement that is of such importance and materiality to the operation of the Gaming Enterprise so as to merit termination in the view of a reasonably prudent commercial business person.
By the Authority. The Authority, may by not less than fifteen (15) days written notice of termination to the Agency, such notice to be given after the occurrence of any of the events specified in paragraphs (a) to (g) of this Clause, terminate this Agreement:
a) If the Agency fail to remedy the failure in the performance of their obligations hereunder, as specified in a notice of suspension pursuant to Clause 2.8 of this agreement hereinabove, within fifteen (15) days of receipt of such notice of suspension or within such further period as the Authority may have subsequently approved in writing;
b) If the Agency become insolvent or bankrupt or enter into any agreements with their creditors for relief of debt or take advantage of any law for the benefit of debtors or go into liquidation or receivership whether compulsory or voluntary;
c) If the Agency fail to comply with any final decision reached as a result of arbitration proceedings pursuant to Clause 9 of this agreement hereof;
d) If the Agency submit to the Authority a statement which has a material effect on the rights, obligations or interests of the Authority and which the Agency know to be false;
e) If as the result of Force Majeure, the Agency are unable to perform a material portion of the Services for a period of not less than sixty (60) days;
f) If the Authority, in its sole discretion and for any reason whatsoever, decides to terminate this Agreement;
g) If the Agency, in the judgment of the Authority, was engaged in any activity falling under Conflict of Interests category as defined in Clause 3.2 hereof.
By the Authority. Each of the Franchise Operators is required by the Authority to enter into this Agreement pursuant to the Franchise Agreement entered into by it or by a holding company of it.
By the Authority. The Authority shall not do any act or thing that will create or permit to exist any Encumbrance (other than a Permitted Authority Encumbrance) against the Plant Site or the Plant, or any part thereof. The Authority shall promptly remove any Encumbrance (other than a Permitted Authority Encumbrance) against the Plant or Plant Site that came into existence as a result of an act or omission of the Authority, the State or a Person claiming through any of them. The Authority shall not be deemed to be in default hereunder if the Authority continuously, diligently and in good faith contests any such Encumbrance, or the validity thereof (or cause such contest) by appropriate legal proceedings that shall operate to prevent the foreclosure of any such Encumbrance; provided that the Authority has given advance notification to the Concessionaire that it is the intent of the Authority to contest the validity or collection thereof or cause such contest.