11/04/2019 BOARD OF SELECTMEN Agenda Packet

Home Browse Search

however,that either Party may assign this Agreement, without the prior written consent of the other Party, whether by operation of law, merger or otherwise,to any Affiliate, subsidiary, parent, or successor; provided,further,that no such assignment shall release the assigning Party from its obligations under this Agreement, unless the other Party expressly releases the assigning Party in writing. The term "Affiliate" shall mean any entity,fifty percent(50%) or more of which is owned, directly or indirectly, or controlled by NBWS. 15. ENTIRE AGREEMENT.This Agreement represents the entire understanding and agreement between the parties relating to the waste disposal and supersedes any and all prior agreements,whether written or oral, between the parties regarding the same. 16. EVENTS OF DEFAULT AND REMEDIES. A. NBWS Events of Default. Each of the following shall constitute an "Event of Default" by NBWS (1) NBWS, for itself and its Affiliates, shall fail to accept from Town the Acceptable Solid Waste NBWS has committed to accept hereunder; (2) NBWS, for itself and its Affiliates,shall breach any material representation, warranty, covenant or agreement under this Agreement or shall fail to timely perform any other material obligation under this Agreement; or (3) (i) NBWS shall be or become bankrupt or make an arrangement with or for the benefit of its creditors or consent to or acquiesce in the appointment of a receiver,trustee or liquidator for a substantial part of its property, or(ii) an involuntary bankruptcy, winding up, reorganization, insolvency arrangement or similar proceeding shall be instituted against NBWS under the laws of any jurisdiction, which proceeding has not been dismissed within ninety(90) days, or(iii) any action or answer shall be taken or filed by NBWS approving of, consenting to, or acquiescing in, any such proceeding, or (iv) the levy of any distress, execution or attachment upon the property of NBWS which shall materially interfere with its performance hereunder, which remains in effect for ninety (90) days after its levy. B. Town Events of Default. Each of the following shall constitute an "Event of Default" by Town: (1) Town shall fail to pay amounts owed to NBWS or properly dispute same under the terms of this Agreement within thirty(30) days following receipt of an invoice from NBWS therefor; (2) Town shall breach any material representation, warranty, covenant or agreement under this Agreement or shall fail to timely perform any other material obligation under this Agreement; or (3) (i) Town shall be or become bankrupt or make an arrangement with or for the benefit of its creditors or consenting to or acquiescing in the appointment of a receiver,trustee or liquidator for a substantial part of its property, or (ii) a bankruptcy, winding up, reorganization, insolvency WASTE DISPOSAL AGREEMENT Page 9