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r � <br />14. BREACH <br />A. Defined <br />In addition to any breaches specified in other sections of this Contract, 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 Contractor, or the appointment of a receiver or similar officer for Contractor or <br />any of its property, which is not vacated or fully stayed within 20 days after the institution or occurrence <br />thereof, 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 Contract in whole or in part if reasonably necessary to preserve public <br />safety or to prevent immediate public crisis. <br />15. REMEDIES <br />If Contractor is in breach under any provision of this Contract, the State shall have all of the remedies listed in <br />this §15 in addition to all other remedies set forth in other sections of this Contract following the notice and cure <br />period 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 />The State may terminate this entire Contract or any part of this Contract. Exercise by the State of this right <br />shall not be a breach of its obligations hereunder. Contractor shall continue performance of this Contract to <br />the extent not terminated, if any. <br />L Obligations and Rights <br />To the extent specified in any termination notice, Contractor shall not incur further obligations or <br />render further performance hereunder past the effective date of such notice, and shall terminate <br />outstanding orders and subcontracts with third parties. However, Contractor shall complete and deliver <br />to the State all Work, Services and Goods not cancelled by the termination notice and may incur <br />obligations as are necessary to do so within this Contract's terms. At the sole discretion of the State, <br />Contractor shall assign to the State all of Contractor's right, title, and interest under such terminated <br />orders or subcontracts. Upon termination, Contractor shall take timely, reasonable and necessary <br />action to protect and preserve property in the possession of Contractor in which the State has an <br />interest. All materials owned by the State in the possession of Contractor shall be immediately <br />returned to the State. All Work Product, at the option of the State, shall be delivered by Contractor to <br />the State and shall become the State's property. <br />ii. Payments <br />The State shall reimburse Contractor only for accepted performance up to the date of termination. If, <br />after termination by the State, it is determined that Contractor was not in breach or that Contractor's <br />action or inaction was excusable, such termination shall be treated as a termination in the public <br />interest and the rights and obligations of the Parties shall be the same as if this Contract had been <br />terminated in the public interest, as described herein. <br />iii. Damages and Witholding <br />Notwithstanding any other remedial action by the State, Contractor shall remain liable to the State for <br />any damages sustained by the State by virtue of any breach under this Contract by Contractor and the <br />State may withhold any payment to Contractor for the purpose of mitigating the State's damages, until <br />such time as the exact amount of damages due to the State from Contractor is determined. The State <br />may withhold any amount that may be due Contractor as the State deems necessary to protect the State <br />against loss, including loss as a result of outstanding liens, claims of former lien holders, or for the <br />excess costs incurred in procuring similar goods or services. Contractor shall be liable for excess costs <br />Page 8 of 15 <br />