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by reference to, among other things, the Parties' relative intent, knowledge, access to
<br /> information and opportunity to correct or prevent the circumstances resulting in such
<br /> expenses, judgments, fines or settlement amounts. MLE's contribution amount in any
<br /> instance is capped to the same extent it would have been capped under Washington law
<br /> if the State had sole liability in the proceeding.
<br /> 15.3 With respect to a Third Party Claim for which Subrecipient is jointly liable with MLE (or
<br /> would be if joined in the Third Party Claim), Subrecipient shall contribute to the amount of
<br /> expenses (including attorneys' fees), judgments, fines and amounts paid in settlement
<br /> actually and reasonably incurred and paid or payable by MLE in such proportion as is
<br /> appropriate to reflect the relative fault of Subrecipient on the one hand and of MLE on the
<br /> other hand in connection with the events that resulted in such expenses, judgments, fines
<br /> or settlement amounts, as well as any other relevant equitable considerations. The relative
<br /> fault of Subrecipient on the one hand and of MLE on the other hand shall be determined
<br /> by reference to, among other things, the Parties' relative intent, knowledge, access to
<br /> information and opportunity to correct or prevent the circumstances resulting in such
<br /> expenses, judgments, fines or settlement amounts. Subrecipient's contribution amount in
<br /> any instance is capped to the same extent it would have been capped under Washington
<br /> law if it had sole liability in the proceeding.
<br /> SECTION 16: SUBRECIPIENT DEFAULT
<br /> Subrecipient will be in default under this Agreement upon the occurrence of any of the following
<br /> events:
<br /> 16.1 Subrecipient fails to perform, observe or discharge any of its covenants, agreements or
<br /> obligations under this Agreement;
<br /> 16.2 Any representation, warranty or statement made by Subrecipient in this Agreement or in
<br /> any documents or reports relied upon by MLE to measure the delivery of services, the
<br /> expenditure of funds or the performance by Subrecipient is untrue in any material respect
<br /> when made;
<br /> 16.3 Subrecipient (a) applies for or consents to the appointment of, or taking of possession by,
<br /> a receiver, custodian, trustee, or liquidator of itself or all of its property, (b) admits in writing
<br /> its inability, or is generally unable, to pay its debts as they become due, (c) makes a general
<br /> assignment for the benefit of its creditors, (d) is adjudicated a bankrupt or insolvent, (e)
<br /> commences a voluntary case under the Federal Bankruptcy Code (as now or hereafter in
<br /> effect), (f) files a petition seeking to take advantage of any other law relating to bankruptcy,
<br /> insolvency, reorganization, winding-up, or composition or adjustment of debts, (g) fails to
<br /> controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed
<br /> against it in an involuntary case under the Bankruptcy Code, or(h) takes any action for the
<br /> purpose of effecting any of the foregoing; or
<br /> 16.4 A proceeding or case is commenced, without the application or consent of Subrecipient, in
<br /> any court of competent jurisdiction, seeking (a)the liquidation, dissolution or winding-up, or
<br /> the composition or readjustment of debts of Subrecipient, (b) the appointment of a trustee,
<br /> receiver, custodian, liquidator, or the like of Subrecipient or of all or any substantial part of
<br /> its assets, or (c) similar relief in respect to Subrecipient under any law relating to
<br /> MLE 123-115 Subrecipient Agreement-Boating Program(FFA Grant Award) Page 16 of 64
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