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In the event of termination or suspension , the Grantee shall be liable for damages as authorized by
<br />law including, but not limited to , any cost difference between the original Grant and the replacement
<br />or cover Grant and all administrative costs directly related to the replacement Grant, e.g., cost of the
<br />competitive bidding , mailing, advertising and staff time.
<br />COMMERCE reserves the right to suspend all or part of the Grant, withhold further payments, or
<br />prohibit the Grantee from incurring additional obligations of funds during investigation of the alleged
<br />compliance breach and pending corrective action by the GRANTEE or a decision by COMMERCE to
<br />terminate the Grant. A termination shall be deemed a "Termination for Convenience" if it is
<br />determined that the Grantee: (1) was not in default ; or (2) failure to perform was outside of his or her
<br />control , fault or negligence.
<br />The rights and remedies of COMMERCE provided in this Grant are not exclusive and are, in addition
<br />to any other rights and remedies, provided by law.
<br />43. T ERMINATION FOR CONVENI ENCE
<br />Except as otherwise provided in this Grant, COMMERCE may, by ten (10) business days written
<br />notice, beginning on the second day after the mailing, terminate this Grant , in whole or in part. If this
<br />Grant is so terminated , COMMERCE shall be liable only for payment required under the terms of this
<br />Grant for services rendered or goods delivered prior to the effective date of termination.
<br />44. TERMI NAT ION PROCEDURE S
<br />Upon termination of this Grant , COMMERCE , in addition to any other rights provided in this Grant ,
<br />may require the Grantee to deliver to COMMERCE any property specifically produced or acquired for
<br />the performance of such part of this Grant as has been terminated. The provisions of the "Treatment
<br />of Assets" clause shall apply in such property transfer.
<br />COMMERCE shall pay to the Grantee the agreed upon price, if separately stated, for completed work
<br />and services accepted by COMMERCE, and the amount agreed upon by the Grantee and
<br />COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially
<br />completed work and services , (iii) other property or services that are accepted by COMMERCE, and
<br />(iv) the protection and preservation of property , unless the termination is for default, in which case the
<br />Authorized Representative shall determine the extent of the liability of COMMERCE . Failure to agree
<br />with such determination shall be a dispute with in the meaning of the "Disputes" clause of this Grant.
<br />COMMERCE may withhold from any amounts due the Grantee such sum as the Authorized
<br />Representative determines to be necessary to protect COMMERCE against potential loss or liability.
<br />The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in
<br />addition to any other rights and remedies provided by law or under this Grant.
<br />After receipt of a notice of termination, and except as otherwise directed by the Authorized
<br />Representative, the Grantee shall:
<br />1. Stop work under the Grant on the date, and to the extent specified, in the notice ;
<br />2. Place no further orders or subgrants/subcontracts for materials , services , or facilities except as
<br />may be necessary for completion of such portion of the work under the Grant that is not
<br />terminated ;
<br />3. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the Authorized
<br />Representative, all of the rights, title, and interest of the Grantee under the orders and
<br />subgrants/subcontracts so terminated , in which case COMMERCE has the right, at its discretion ,
<br />to settle or pay any or all claims arising out of the termination of such orders and
<br />subgrants/subcontracts;
<br />4. Settle all outstanding liabilities and all claims arising out of such termination of orders and
<br />subcontracts , with the approval or ratification of the Authorized Representative to the extent the
<br />Authorized Representative may require , which approval or ratification shall be final for all the
<br />purposes of this clause;
<br />5. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed
<br />by the Authorized Representative any property which , if the Grant had been completed , would
<br />have been required to be furnished to COMMERCE;
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