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<br />Agreement NO.55080 <br /> <br />18.2 When justified, TEEX may terminate this Agreement for cause, whereupon all <br />compensation to the Subrecipient shall cease pending completion of any final <br />report and any closing audit required by TEEX. <br /> <br />18.3 If the Subrecipient fails to perform in accordance with the provisions of this <br />Agreement or the attached Statement of Work, TEEX may terminate this <br />Agreement after issuing written notice of default to the Subrecipient and allowing <br />the Subrecipient thirty (30) days following the issuance of such notice in which to <br />correct the deficiency to the satisfaction of TEEX. Such termination shall not be <br />an exclusive remedy but shall be in addition to any other rights, sanctions and <br />remedies provided by law or under this Agreement. <br /> <br />18.4 Notwithstanding TEEX's exercise of its right of early termination, the Subrecipient <br />shall not be relieved of any liability for damages due to TEEX. TEEX may <br />withhold payment to the Subrecipient on this or any other Agreement until such <br />time as the exact amount of damages due to TEEX from the Subrecipient is <br />agreed upon or is otherwise determined by TEEX. <br /> <br />18.5 If Federal funds are not available, or in the event that State laws or regulations <br />should be amended or judicially interpreted to render continued fulfillment of this <br />Agreement by either party substantially unreasonable or impossible, or if the <br />parties are unable to agree on an amendment to enable the substantial <br />continuation of performance under this Agreement, then the parties shall be <br />discharged from any further obligations under this Agreement, except for the <br />equitable settlement of the respective accrued interests or obligations incurred up <br />to the effective date of termination. <br /> <br />18.6 The Subrecipient shall cease to incur costs under this Agreement upon <br />termination or receipt of written notice to terminate, whichever occurs first. <br /> <br />SECTION 19 - SANCTIONS OR REMEDIAL MEASURES <br /> <br />19.1 If Subrecipient materially fails to comply with the terms and conditions of this <br />Agreement, TEEX shall notify the Subrecipient in writing describing performance <br />that is not in compliance with the terms and conditions of this Agreement. The <br />Subrecipient shall attend a meeting with TEEX to discuss the non-compliance <br />and necessary corrective actions to ensure performance will be in compliance. <br /> <br />19.2 If TEEX and Subrecipient cannot agree on corrective actions, TEEX may take <br />one or more of the following actions, as appropriate: <br /> <br />8 <br />