11/04/2019 BOARD OF SELECTMEN Agenda Packet

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arrangement or similar proceeding shall be instituted by or against Town 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 Town approving of, consenting to, or acquiescing in such proceeding, or(iv)the levy of any distress, execution or attachment upon the property of Town which shall substantially interfere with its performance hereunder, which remains in effect for ninety (90) days after its levy. C. Remedies. An Event of Default described in Section 16.13(1) shall become a "Default" under this Agreement if not cured within fifteen (15) days after written notification to the Town from NBWS describing all amounts due and outstanding and, in all other events, an Event of Default described in Section 16.A and 16.13(excepting Town's payment defaults under Section 16.B(1)) shall become a "Default" under this Agreement if not cured within forty-five (45) days after written notification to the defaulting Party from the other Party describing in reasonable detail the'nature of the Event of Default; provided, however,that such forty-five (45) day period shall be extended for up to an additional ninety (90) days so long as the breaching Party is actively and continuously pursuing good faith efforts to cure the Event of Default; provided,further;that an Event of Default of the character described in Sections 16.A(3) and 16.13(3) shall be a "Default" immediately,with or without delivery of such notice. (1) Termination by Town. Town shall have the right to terminate this Agreement by delivering written notice to NBWS if: (i) NBWS shall be in Default, beyond all applicable notice and cure periods, under Sections 16.A(1) and (2) (Town shall also be permitted to file suit for actual damages resulting from any such Default); or(ii) except as set forth in Section13(j) herein,there is an Uncontrollable Circumstance lasting more than one hundred and eighty (180) days. This Agreement shall terminate on the forty-fifth (45th) day following the date of such notice;provided, however,that a Default beyond all applicable cure periods described in Section 16.A(3) shall not require notice by Town and shall terminate this Agreement forthwith. (2) Termination by NBWS. NBWS shall have the right to terminate this Agreement by delivering written notice to Town if: (i)Town shall be in-Default, beyond all applicable notice and cure periods, under Sections 16.13(1) and 16.8(2) (NBWS shall also be permitted to file suit for actual damages resulting from any such Default); or(ii) except as set forth in Section13.J herein, there is a Uncontrollable Circumstance lasting more than one hundred and eighty (180) days affecting NBWS. This Agreement shall terminate on the forty-fifth (45t") day following the date of such notice. D. Damages. Except as provided in this Section 16, neither Party shall have the right to terminate this Agreement or to require specific performance by the other Party and damages shall ordinarily be considered an adequate remedy for a Default by either Party under this Agreement. 17. MISCELLANEOUS. WASTE DISPOSAL AGREEMENT Page 10