Common use of Events of Default; Termination for Cause Clause in Contracts

Events of Default; Termination for Cause. If Supplier: (1) fails to comply with applicable laws and ordinances; or (2) assigns or subcontracts its obligations under the Agreement or any part hereof without Purchaser’s prior written consent; or (3) otherwise fails or refuses to perform its obligations under the Agreement in any respect; or (4) fails to provide Purchaser, upon request with adequate assurance of future performance of the Agreement; or (5) becomes insolvent or makes a general assignment for the benefit of creditors or admits in writing its inability to pay debts as they mature or if a trustee or receiver of Supplier or of any substantial part of Supplier’s assets is appointed by any court or proceedings instituted under any provisions of the Federal Bankruptcy Code or any state insolvency law by or against Supplier are acquiesced in or are not dismissed within thirty (30) days or result in an adjudication in bankruptcy or insolvency; or (6) unnecessarily delays the Work or any part thereof; or (7) engages in conduct that violates FirstEnergy’s Supplier Code of Conduct (defined below), including but not limited to Supplier’s obligation to promptly notify Purchaser of any potential compliance or ethics concerns; then Purchaser may terminate the Agreement immediately or cancel any remaining portion of the Work (and Purchaser’s corresponding obligations) and/or pursue any further remedies available at law or in equity. In the event of termination by Purchaser for cause, Supplier shall, at Purchaser’s option, deliver to Purchaser the raw materials and work-in-process required in order to perform the Work. Purchaser shall have the right, at its election and without prejudice to any other remedies, to: (1) continue and complete the Work or any part thereof and deduct the cost of such completion from the amount due Supplier under the Agreement; or (2) pay Supplier the reasonable cost of such raw materials and work-in-process. In the event of such termination, Purchaser shall not be required to obtain the lowest figure for completing the Work but may pay amounts Purchaser in its sole judgment, determines will best accomplish such completion. Supplier shall be responsible for all expenses, including additional management and administrative services Purchaser incurs to complete the Work and remedy defective Work and damage done by Supplier, and any other costs and expenses Purchaser sustains due to Supplier’s breach. Supplier shall, if Purchaser requests, immediately remove its employees, representatives, tools, equipment, and other property from Purchaser’s Site(s). If Supplier fails to complete the removal within a reasonable period, Purchaser may remove such items at Supplier’s expense. In any event, Supplier shall be liable to Purchaser for any and all losses, damage and costs Purchaser incurs in completing the Work. Upon a final determination by a court of competent jurisdiction that a termination pursuant to this Article 12(A) was improper, the termination shall be deemed a termination for convenience pursuant to Article 12(B).

Events of Default; Termination for Cause. If Supplier: (1) fails to comply with applicable laws and ordinances; or (2) assigns or subcontracts its obligations under the Agreement or any part hereof without Purchaser’s prior written consent; or (3) otherwise fails or refuses to perform its obligations under the Agreement in any respect; or (4) fails to provide Purchaser, upon request with adequate assurance of future performance of the Agreement; or (5) becomes insolvent or makes a general assignment for the benefit of creditors or admits in writing its inability to pay debts as they mature or if a trustee or receiver of Supplier or of any substantial part of Supplier’s assets is appointed by any court or proceedings instituted under any provisions of the Federal Bankruptcy Code or any state insolvency law by or against Supplier are acquiesced in or are not dismissed within thirty (30) days or result in an adjudication in bankruptcy or insolvency; or (6) unnecessarily delays the Work or any part thereof; or (7) engages in conduct that violates FirstEnergy’s Supplier Code of Conduct (defined below), including but not limited to Supplier’s obligation to promptly notify Purchaser of any potential compliance or ethics concerns; then Purchaser may terminate the Agreement immediately or cancel any remaining portion of the Work (and Purchaser’s corresponding obligations) and/or pursue any further remedies available at law or in equity. In the event of termination by Purchaser for cause, Supplier shall, at Purchaser’s option, deliver to Purchaser the raw materials and work-in-process required in order to perform the Work. Purchaser shall have the right, at its election and without prejudice to any other remedies, to: (1) continue and complete the Work or any part thereof and deduct the cost of such completion from the amount due Supplier under the Agreement; or (2) pay Supplier the reasonable cost of such raw materials and work-in-in- process. In the event of such termination, Purchaser shall not be required to obtain the lowest figure for completing the Work but may pay amounts Purchaser in its sole judgment, determines will best accomplish such completion. Supplier shall be responsible for all expenses, including additional management and administrative services Purchaser incurs to complete the Work and remedy defective Work and damage done by Supplier, and any other costs and expenses Purchaser sustains due to Supplier’s breach. Supplier shall, if Purchaser requests, immediately remove its employees, representatives, tools, equipment, and other property from Purchaser’s Site(s). If Supplier fails to complete the removal within a reasonable period, Purchaser may remove such items at Supplier’s expense. In any event, Supplier shall be liable to Purchaser for any and all losses, damage and costs Purchaser incurs in completing the Work. Upon a final determination by a court of competent jurisdiction that a termination pursuant to this Article 12(A) was improper, the termination shall be deemed a termination for convenience pursuant to Article 12(B).

Events of Default; Termination for Cause. If Supplier: (1) fails to comply with applicable laws and ordinances; or (2) assigns or subcontracts its obligations under the Agreement or any part hereof without Purchaser’s prior written consent; or (3) otherwise fails or refuses to perform its obligations under the Agreement in any respect; or (4) fails to provide Purchaser, upon request request, with adequate assurance of future performance of the Agreement; or (5) becomes insolvent or makes a general assignment for the benefit of creditors or admits in writing its inability to pay debts as they mature or if a trustee or receiver of Supplier or of any substantial part of Supplier’s assets is appointed by any court or proceedings instituted under any provisions of the Federal Bankruptcy Code or any state insolvency law by or against Supplier are acquiesced in or are not dismissed within thirty (30) days or result in an adjudication in bankruptcy or insolvency; or (6) unnecessarily delays the Work or any part thereof; or (7) engages in conduct that violates FirstEnergy’s Supplier Code of Conduct (defined below), including but not limited to Supplier’s obligation to promptly notify Purchaser of any potential compliance or ethics concerns; then Purchaser may terminate the Agreement immediately or cancel any remaining portion of the Work (and Purchaser’s corresponding obligations) and/or pursue any further remedies available at law or in equity. In the event Notice of termination by Purchaser for cause, Supplier shall, at Purchaser’s option, deliver to Purchaser the raw materials and work-in-process required in order to perform the Work. Purchaser shall have the right, at its election and without prejudice to any other remedies, to: (1) continue and complete the Work or any part thereof and deduct the cost of such completion from the amount due Supplier under the Agreement; or (2) pay Supplier the reasonable cost of such raw materials and work-in-process. In the event of such termination, Purchaser shall not be required to obtain the lowest figure for completing the Work but may pay amounts Purchaser in its sole judgment, determines will best accomplish such completion. Supplier shall be responsible for all expenses, including additional management in writing and administrative services Purchaser incurs to complete the Work and remedy defective Work and damage done by Supplier, and any other costs and expenses Purchaser sustains due to Supplier’s breach. Supplier shall, if Purchaser requests, immediately remove its employees, representatives, tools, equipment, and other property from Purchaser’s Site(s). If Supplier fails to complete the removal within a reasonable period, Purchaser may remove such items at Supplier’s expense. In any event, Supplier shall be liable to Purchaser for any and all losses, damage and costs Purchaser incurs in completing the Workeffective upon receipt thereof. Upon a final determination by a court of competent jurisdiction that a termination pursuant to this Article 12(A13(A) was improper, the termination shall be deemed a termination for convenience pursuant to Article 12(B13(C).

Events of Default; Termination for Cause. If Supplier: (1) fails to comply with applicable laws and ordinances; or (2) assigns or subcontracts its obligations under the Agreement or any part hereof without Purchaser’s prior written consent; or (3) otherwise fails or refuses to perform its obligations under the Agreement in any respect; or (4) fails to provide Purchaser, upon request with adequate assurance of future performance of the Agreement; or (5) becomes insolvent or makes a general assignment for the benefit of creditors or admits in writing its inability to pay debts as they mature or if a trustee or receiver of Supplier or of any substantial part of Supplier’s assets is appointed by any court or proceedings instituted under any provisions of the Federal Bankruptcy Code federal bankruptcy code or any state insolvency law by or against Supplier are acquiesced in or are not dismissed within thirty (30) days or result in an adjudication in bankruptcy or insolvency; or (6) unnecessarily delays the Work or any part thereof; or (7) fails to perform the Work in accordance with the acceptable practices and customary diligence of the profession or industry of which Supplier is a member or in a timely way; or (8) engages in conduct that violates FirstEnergy’s Supplier Code of Conduct (defined below), including but not limited to Supplier’s obligation to promptly notify Purchaser of any potential compliance or ethics concerns; then Purchaser may terminate the Agreement immediately or cancel any remaining portion of the Work (and Purchaser’s corresponding obligations) and/or pursue any further remedies available at law or in equity. In the event Notice of termination by Purchaser for cause, Supplier shall, at Purchaser’s option, deliver to Purchaser the raw materials and work-in-process required in order to perform the Work. Purchaser shall have the right, at its election and without prejudice to any other remedies, to: (1) continue and complete the Work or any part thereof and deduct the cost of such completion from the amount due Supplier under the Agreement; or (2) pay Supplier the reasonable cost of such raw materials and work-in-process. In the event of such termination, Purchaser shall not be required to obtain the lowest figure for completing the Work but may pay amounts Purchaser in its sole judgment, determines will best accomplish such completion. Supplier shall be responsible for all expenses, including additional management in writing and administrative services Purchaser incurs to complete the Work and remedy defective Work and damage done by Supplier, and any other costs and expenses Purchaser sustains due to Supplier’s breach. Supplier shall, if Purchaser requests, immediately remove its employees, representatives, tools, equipment, and other property from Purchaser’s Site(s). If Supplier fails to complete the removal within a reasonable period, Purchaser may remove such items at Supplier’s expense. In any event, Supplier shall be liable to Purchaser for any and all losses, damage and costs Purchaser incurs in completing the Workeffective upon receipt thereof. Upon a final determination by a court of competent jurisdiction that a termination pursuant to this Article 12(A) was improper, the termination shall be deemed a termination for convenience pursuant to Article 12(B).