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14. BREACH <br />A. Defined <br />In addition to any breaches specified in other sections of this Grant, the failure of either Party to perform <br />any of its material obligations hereunder in whole or in part or in a timely or satisfactory manner, <br />constitutes a breach. The institution of proceedings under any bankruptcy, insolvency, reorganization or <br />similar law, by or against Grantee, or the appointment of a receiver or similar officer for Grantee or any of <br />its property, which is not vacated or fully stayed within 20 days after the institution or occurrence thereof, <br />shall also constitute a breach. <br />B. Notice and Cure Period <br />In the event of a breach, notice of such shall be given in writing by the aggrieved Party to the other Party in <br />the manner provided in §16. If such breach is not cured within 30 days of receipt of written notice, or if a <br />cure cannot be completed within 30 days, or if cure of the breach has not begun within 30 days and pursued <br />with due diligence, the State may exercise any of the remedies set forth in §15. Notwithstanding anything <br />to the contrary herein, the State, in its sole discretion, need not provide advance notice or a cure period and <br />may immediately terminate this Grant in whole or in part if reasonably necessary to preserve public safety <br />or to prevent immediate public crisis. <br />15. REMEDIES <br />If Grantee is in breach under any provision of this Grant, the State shall have all of the remedies listed in this <br />§15 in addition to all other remedies set forth in other sections of this Grant following the notice and cure period <br />set forth in §14(B). The State may exercise any or all of the remedies available to it, in its sole discretion, <br />concurrently or consecutively. <br />A. Termination for Cause and/or Breach <br />If Grantee fails to perform any of its obligations hereunder with such diligence as is required to ensure its <br />completion in accordance with the provisions of this Grant and in a timely manner, the State may notify <br />Grantee of such non-performance in accordance with the provisions herein. If Grantee thereafter fails to <br />promptly cure such non-performance within the cure period, the State, at its option, may terminate this <br />entire Grant or such part of this Grant as to which there has been delay or a failure to properly perform. <br />Exercise by the State of this right shall not be deemed a breach of its obligations hereunder. Grantee shall <br />continue performance of this Grant to the extent not terminated, if any. <br />i. Obligations and Rights <br />To the extent specified in any termination notice, Grantee shall not incur further obligations or render <br />further performance hereunder past the effective date of such notice, and shall terminate outstanding <br />orders and sub-grants/contracts with third parties. However, Grantee shall complete and deliver to the <br />State all Work, Services and Goods not cancelled by the termination notice and may incur obligations <br />as are necessary to do so within this Grant's terms. At the sole discretion of the State, Grantee shall <br />assign to the State all of Grantee's right, title, and interest under such terminated orders or sub- <br />grants/contracts. Upon termination, Grantee shall take timely, reasonable and necessary action to <br />protect and preserve property in the possession of Grantee in which the State has an interest. All <br />materials owned by the State in the possession of Grantee shall be immediately returned to the State. <br />All Work Product, at the option of the State, shall be delivered by Grantee to the State and shall <br />become the State's property. <br />ii. Payments <br />The State shall reimburse Grantee only for accepted performance up to the date of termination. If, <br />after termination by the State, it is determined that Grantee was not in breach or that Grantee's action <br />or inaction was excusable, such termination shall be treated as a termination in the public interest and <br />the rights and obligations of the Parties shall be the same as if this Grant had been terminated in the <br />public interest, as described herein. <br />iii. Damages and Withholding <br />Notwithstanding any other remedial action by the State, Grantee also shall remain liable to the State <br />for any damages sustained by the State by virtue of any breach under this Grant by Grantee and the <br />State may withhold any payment to Grantee for the purpose of mitigating the State's damages, until <br />such time as the exact amount of damages due to the State from Grantee is determined. The State may <br />withhold any amount that may be due to Grantee as the State deems necessary to protect the State, <br />Page 9 of 16 <br />