Laws applicable to the Services or the Project, where the violation has or may have a
material adverse effect on the maintenance or operation of the Project or Owner's interest,
and Operator does not cure such violation within 30 days (or, if not curable within 30
days, within such period of time as is reasonably necessary, but in no event more than
120 days, provided Operator diligently commences and pursues such cure and
indemnifies Owner for all related costs, of whatever kind), or (ii) of a material breach by
Operator in the performance of the Services, if Operator does not cure such breach within
30 days from the date of Operator’s receipt of notice from Owner demanding cure (or, if
not curable within 30 days, within such period of time as is reasonably necessary, but in
no event more than 90 days, provided Operator diligently commences and pursues such
cure and indemnifies Owner for all related costs, of whatever kind). If the Agreement is
terminated by Owner pursuant to this Section 8.3, Operator shall be compensated for all
Reimbursable Costs incurred by Operator and all unpaid Annual Administrative Fees to
and including the date of termination.
Section 8.4 - Other Termination Upon Notice By Owner. Subject to the terms of
any Project Agreements, Owner may terminate this Agreement with 2 months prior
written notice to Operator, upon the occurrence of (a) a sale or transfer by Owner of its
rights in the Project or a sale or transfer of all or substantially all of the assets of or
interests in Owner, (b) Operator's Reimbursable Costs for Services exceeding 110% of
the approved Annual Budget with respect to Reimbursable Costs, for any 2 consecutive
Contract Years, where such overruns are the fault of, or due to the negligent operation of
the Project by, Operator, or (c) a determination by Owner that, for any reason, it no
longer intends to continue operation of the Project. If the Agreement is terminated by
Owner pursuant to this Section 8.4, Operator shall be compensated for all Reimbursable
Costs incurred by Operator and all unpaid Annual Administrative Fees to and including
the date of such termination under this Section 8.4.
Section 8.6- Intentionally Omitted.
Section 8.6 - Termination By Operator. Subject to the terms of any Project
Agreements, Operator may terminate this Agreement for cause upon 15 days prior
written notice to Owner in the event of: (1) Owner's Bankruptcy; or (ii) Owner's failure to
perform in a timely manner any of its material obligations under this Agreement and such
failure is not cured within 30 days of Owner's receipt of a written notice from Operator
demanding cure (or, if not curable within 30 days, within such period of time as is
reasonably necessary, but in no event more than 120 days, provided that Owner diligently
commences and continues to pursue such cure).
Section 8.7 - Project Condition At End Of Term. Upon expiration or termination
of this Agreement, Operator shall remove its personnel from the Project. Operator shall
leave the Project in as good condition as it was on the Effective Date, normal wear and
tear and casualty excepted. Operator shall be paid all unpaid undisputed Reimbursable
Costs. All special tools purchased or created for the Project, improvements, inventory of
supplies, spare parts, safety equipment, Operating Manuals, operating logs, records and
documents maintained by Operator pursuant to Section 3.5 and any other items furnished
on a Reimbursable Cost basis under this Agreement will be left at the Project and will
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