Common use of Right to Terminate Agreement Clause in Contracts

Right to Terminate Agreement. 21.1 If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the other terms or conditions of this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the Effective Date: 8/10/2020 - Docket #: ER20-2821-000 - Page 29 benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Engineering & Procurement Agreement - NMPC/ATLANTIC WIND, LLC Q546 Days’ written prior notice to the Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein).

Right to Terminate Agreement. 21.1 If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the other terms or conditions of this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the Effective Date: 8/10/2020 - Docket #: ER20-2821-000 - Page 29 benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Engineering & Procurement Agreement - NMPC/ATLANTIC WIND, LLC Q546 Daysbusiness days’ written prior notice to the Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) Days calendar days in the case of a failure Cost Reimbursement Agreement 2/27/2019 to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement, provided that, in the case of an unpaid amount disputed by the Breaching Party, the Non-Breaching Party shall not be entitled to provide such written prior notice of termination to the Breaching Party until expiration of any Negotiation Period applicable to such unpaid amount dispute under Section 22.1 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein).

Right to Terminate Agreement. 21.1 If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the other terms or conditions of this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the Effective Date: 8/10/2020 - Docket #: ER20-2821-000 - Page 29 benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Engineering & Procurement Agreement - NMPC/ATLANTIC WIND, LLC Q546 Days’ written prior notice to the Breaching Party and a reasonable opportunity for Effective Date: 11/2/2023 - Docket #: ER24-391-000 - Page 33 cure (not to exceed thirty (30) Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Cost Reimbursement Agreement - NYPA/NMPC - Clay/Edic June 2023 Agreement, provided that, in the case of an unpaid amount disputed by the Breaching Party, the Non-Breaching Party shall not be entitled to provide such written prior notice of termination to the Breaching Party until expiration of any Negotiation Period applicable to such unpaid amount dispute under Section 22.1 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein).