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by Kirkland or anyone acting on behalf of Kirkland in connection with this Agreement or the <br />Access Agreement. For purposes of this provision, a Kirkland Affiliated Party shall be deemed <br />to be acting on behalf of Kirkland. <br />c. Insurance. Kirkland shall, at all times, carry the insurance required by the <br />Access Agreement. <br />{ d. 'Hazardous Substances. Section 12 of the Access Agreement is incorporated <br />herein by reference. <br />12. Termination. Subject to the continued effectiveness.of those provisions hereof <br />that survive termination or expiration of this Agreement, this Agreement shall terminate upon the <br />earlier of. (a) expiration of the term set forth in Section 8, above; or (b) termination of this <br />Agreement by Galloway SG or BVR under the default provisions of Section 13, below. <br />13. Kirkland's Default, Remedies. It is an event of default ("Event of Default ") <br />hereunder if Kirkland fails to observe, perform and keep each and every covenant, agreement, <br />provision, stipulation and condition herein contained to be observed, performed or kept by <br />Kirkland, and such failure is not cured by Kirkland within thirty (30) days after Kirkland's <br />receipt of written notice regarding such failure from Galloway SG or BVR; provided, however, <br />that Kirkland shall not have any cure period with respect to any material Event of Default, <br />including any Event of Default arising from any violation of law or breach of Water Contracts or <br />any service agreement with MPE; and provided, further, that the cure period shall be five (5) <br />days for failure to pay monetary amounts due hereunder; and provided further that unpaid <br />amounts due hereunder to BVR or Galloway SG shall bear ,interest at a default rate of 12% per <br />annum until paid in full. In the event that, through no fault of Kirkland (such as due to weather <br />or other Act of God) the failure cannot be cured within such thirty -day period, Kirkland shall be <br />entitled to cure such failure as- soon as practicable under the circumstances, provided that <br />Kirkland shall diligently pursue such cure to Galloway SG's or BVR's (as applicable) reasonable <br />satisfaction. Galloway SG, BVR and Kirkland shall attempt in good faith to resolve any dispute <br />concerning alleged defaults. Upon -the occurrence of any Event of Default, Galloway SG and <br />BVR shall each have the option to terminate this Agreement and /or pursue any one or more of <br />the remedies available at law or in equity. If Galloway SG or BVR provides notice of Kirkland's <br />failure to comply with any provision of this Agreemeri't on two (2) separate occasions during any <br />twelve (12) month period, any subsequent violation by Kirkland of such provision shall, at either <br />Galloway SG's and BVR's option, be an incurable Event of Default, and Galloway SG and BVR <br />shall each, have die right to terminate this Agreement immediately, in addition to the remedies <br />listed above and .notwithstanding any other, provision of this Agreement. <br />14. Miscellaneous. <br />a. Approvals. BVR's and, Galloway SG's review and approval of any matter, <br />requiring their respective approval under this Agreement or the Access Agreement (including, <br />without limitation, review and approval of any site or design plans pursuant to' Sections 2 or 3, <br />above) are solely for'BVR's and Galloway SG's convenience, and their approval of such matters <br />shall not constitute evidence of compliance with any applicable local, state or federal <br />2104398>3 <br />