12.1

1. Without Cause. The LHIN may terminate the Agreement at any time, for any reason, upon giving at least sixty Days Notice to the HSP.
    
2. Where No Appropriation.  If, as provided for in section 4.3, the LHIN does not receive the necessary funding from the MOHLTC, the LHIN may terminate the
   Agreement immediately by giving Notice to the HSP.
    
3. For Cause. The LHIN may terminate the Agreement immediately upon giving Notice to the HSP if:
    
   1. in the opinion of the LHIN:
       
      1. the HSP has knowingly provided false or misleading information regarding its funding request or in any other communication with the LHIN;
          
      2. the HSP breaches any material provision of the Agreement;
          
      3. the HSP is unable to complete or has discontinued the Services; or
          
      4. it is not reasonable for the HSP to continue to provide the Services;
          
   2. the nature of the HSP’s business, or its corporate status, changes so that it no longer meets the applicable eligibility requirements of the program under which the LHIN provides the Funding;
       
   3. the HSP makes an assignment, proposal, compromise, or arrangement for the benefit of creditors, or is petitioned into bankruptcy, or files for the appointment of a receiver; or
       
   4. the HSP ceases to carry on business.
       
4. Material Breach  A breach of material provision of this Agreement includes but is not limited to

 
1. misuse of Funding
    
2. a failure or inability to provide the Services as set out in the Service Plan;
    
3. a failure to provide the Compliance Declaration;
    
4. a failure to implement or follow, a Performance Agreement, Performance Improvement Process or a Transition Plan;
    
5. a failure to respond to LHIN requests in a timely manner, and
    
6. a failure to A advise the LHIN of actual, potential or perceived Conflict of Interest; B a failure to comply with any requirements prescribed by the LHIN to resolve a Conflict of Interest; or C a Conflict of Interest cannot be resolved.
    
5. Transition Plan.  In the event of termination by the LHIN pursuant to this subsection, the LHIN and the HSP will develop a transition plan, acceptable to the LHIN that indicates how the needs of the HSP’s clients will be met following the termination and how the transition of the clients to new service providers will be effected in a timely manner (Transition Plan).  The HSP agrees that it will take all actions an provide all information, required by the LHIN to facilitate the transition of the HSP's clients.

1. The HSP may terminate the Agreement at any time, for any reason, upon giving 6 months notice to the LHIN provided that the notice is accompanied by:
    
   1. satisfactory evidence that the HSP has taken all necessary actions to
      authorize the termination of the Agreement, including if the HSP is:
       
      1. an Indian Band, as defined under the Indian Act, passing a Band Council Resolution;
      2. a Municipality passing a municipal by-law or resolution; or
      3. a corporation passing a board resolution;
         
         authorizing the HSP to terminate the Agreement with the LHIN; and
          
   2. a Transition Plan, acceptable to the LHIN that indicates how the needs of the HSP’s clients will be met following the termination and how the transition of the clients to new service providers will be effected within the six month Notice period.
       
2. In the event that the HSP fails to provide an acceptable transition plan, the LHIN may reduce Funding payable to the HSP prior to termination of the Agreement to compensate the LHIN for transition costs.

1. Opportunity to Remedy. If the LHIN considers that it is appropriate to allow the HSP an opportunity to remedy a breach of the Agreement, the LHIN may give the HSP an opportunity to remedy the breach by giving the HSP Notice of the particulars of the breach and of the period of time within which the HSP is required to remedy the breach. The Notice will also advise the HSP that the LHIN will
   terminate the Agreement
    
   1. at the end of the Notice period provided for in the Notice if the HSP fails to remedy the breach within the time specified in the Notice; or
   2. prior to the end of the Notice period provided for in the Notice if it becomes apparent to the LHIN that the HSP cannot completely remedy the breach within that time or such further period of time as the LHIN considers reasonable, or the HSP is not proceeding to remedy the breach in a way that is satisfactory to the LHIN.
       
2. Failure to Remedy. If the LHIN has provided the HSP with an opportunity
   to remedy the breach, and:
    
   1. the HSP does not remedy the breach within the time period specified in the Notice;
   2. it becomes apparent to the LHIN that the HSP cannot completely remedy the breach within the time specified in the Notice or such further period of time as the LHIN considers reasonable; or
   3. the HSP is not proceeding to remedy the breach in a way that is satisfactory to the LHIN,
      
      then the LHIN may immediately terminate the Agreement by giving
      Notice of termination to the HSP.

1. If the Agreement is terminated pursuant to this Article, the LHIN may:
    
   1. cancel all further Funding installments;
   2. demand the repayment of any Funding remaining in the possession or under the control of the HSP;
   3. determine the HSP’s reasonable costs to wind down the Services; and
   4. permit the HSP to offset the costs determined pursuant to subsection (iii),
      against the amount owing pursuant to subsection (ii).
       
2. Despite (a), if the cost determined pursuant to section 12.4(a) (iii) exceeds the Funding remaining in the possession or under the control of the HSP the LHIN
   will not provide additional monies to the HSP to wind down the Services.