BREACH AND TERMINATION. 22.1 Termination in accordance with clause 6 [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
22.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
22.3 To the extent that any of the Deliverables and property referred to in clause 22.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
22.4 In the event that this Agreement is terminated by the Service Provider under clause 6 [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under this clause 26 [Breach and Consequences of Termination], Transnet will pay to the Service Provider all outstanding Fees [apportioned on a pro rata basis] relating to the work undertaken by the Service Provider up until the date of such termination. Transnet will also pay the costs of any goods and materials ordered by the Service Provider in relation to the such work for which the Service Provider has paid or is legally obliged to pay, in which case, on delivery of such goods or materials, the Service Provider will promptly deliver such goods and materials to Transnet or as it may direct.
22.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party.
22.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is...
BREACH AND TERMINATION. If the Provider does not carry out the Services in accordance with this Agreement the Trust may require the Provider to remedy the default within such time as the Trust may reasonably specify by providing or providing again (as the case may be) without further charge to the Trust such part of the Services as required in accordance with this Agreement; and/or itself provide or procure the provision of the Services or any part of the Services until the Trust shall be satisfied that the Provider is again able to carry out the Services in accordance this Agreement. If the cost to the Trust of executing or procuring such Services exceeds the amount which would have been payable to the Provider for carrying out the Services, the excess shall be paid by the Provider to the Trust in addition to any other sums payable by the Provider to the Trust in respect of the breach; and/or without determining the whole of the Agreement, determine the Agreement in respect of part of the Services only and thereafter provide or procure the provision of such part of the Services itself. The remedies of the Trust under this Clause may be exercised concurrently in respect of any default by the Provider. Either Party may terminate this Agreement by serving written notice on the other Party in the event: of serious or persistent unremedied breach of the other Party’s obligations under this Agreement; and that the other party is declared insolvent, enters into an arrangement or composition with or for the benefit of a creditor, has an administrator, receiver or administrative receiver appointed over all or any part of its assets or ceases or threatens to cease to carry on its business. The Trust may terminate this Agreement in the event that the circumstances described in Clause 14 occur. The Trust may terminate this Agreement by giving when it considers that the Provider has completed all its obligations under this Agreement or by [please insert relevant period] months written notice to the Provider. This Agreement shall terminate automatically in the event that the Parties are no longer legally able to carry out the Services. The Parties may elect to terminate this Agreement in accordance with Clause 12.2, should the circumstances described in Clause 12.2, occur. The provisions of Clauses 6, 7, 8, 10, 11, 19, 20 and 21 shall survive the expiry or early termination of this Agreement, howsoever caused.
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party.
26.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, applic...
BREACH AND TERMINATION. 1. The failure of the Grantee or the Sponsoring Institution to adhere to any of the terms and conditions of the Agreement may constitute sufficient grounds for LLS, at its discretion, to withhold any or all funds due pursuant to this Agreement until such time as the default is corrected, or to terminate the Grant.
2. As described in Section L, Reporting Requirements, LLS reserves the right in its sole discretion to terminate any Grant based on its review of Progress, Patent/Invention Disclosure, and/or Financial Reports.
3. Any of LLS, the Grantee or the Sponsoring Institution may terminate this Agreement upon giving ninety (90) days’ written notice to the other Parties. In such case, any unexpended balance of the Grant funds must be returned to LLS within thirty (30) days of the termination of the Grantee’s employment or the expiration of the notice period, whichever is sooner.
BREACH AND TERMINATION. 17.1 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party.
17.2 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subject.
17.3 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise.
17.4 Notwithstanding this clause 17, Transnet may cancel this Agreement:
(a) without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or
(b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement.
17.5 The provisions of clauses 2 [Definitions], 11 [Warranties], 16 [Rights on Cancellation], 20 [Confidentiality], 23 [Limitation of Liability], 24 [Intellectual Property Rights], 27 [Dispute Resolution] and 31.1 [Governing Law] shall survive termination or expiry of this Agreement.
BREACH AND TERMINATION. (a) Without affecting any other rights or remedies that Afrox may have, Afrox may cancel any order the Customer has placed and/or terminate this Agreement immediately at any time by written notice to the Customer if the Customer:
(1) has any corporate action, application, order, proceeding or appointment or other step taken or made by or in respect of it for any composition or arrangement with creditors generally, winding-up other than for the purpose of a bona fide scheme of solvent reconstruction or amalgamation, dissolution, administration, receivership (administrative or otherwise) or bankruptcy, or if it is unable to pay its debts as they fall due, or if it ceases to trade or if a distress, execution or other legal process is levied against any of its assets which is not discharged or paid out in full within three working days or if any event analogous to any of the foregoing shall occur in any jurisdiction in which the Customer is incorporated, resident or carries on business; or
(2) fails to make any payment due to Afrox; or
(3) there is a material change in the ownership of the shares in the Customer, or any parent company.
(b) Without prejudice to either party’s other rights and remedies either party may terminate this Agreement by written notice at any time if the other party is in material breach of any of its terms and (in the case of a remediable breach) the breach is not remedied within 28 (twenty- eight) days of receipt of a notice specifying the breach and requiring it to be remedied.
(c) Without prejudice to its other rights or remedies (including its rights of termination) Afrox may elect to suspend performance of all or any of its obligations under this Agreement by written notice to the Customer upon the occurrence of any of the events specified in Clauses 10 (a)(1), (a)(2) or (b). In the case of a remediable breach referred to in Clause 10(b) Afrox may elect to suspend performance upon the occurrence of the breach and shall not be required to wait until the 28 (twenty-eight) day period referred to in Clause 10(b) has expired.
(d) Termination shall be without prejudice to any accrued rights of either party.
(e) If this Agreement is terminated and any charges which are payable in instalments are still outstanding, an amount representing the outstanding instalments shall become due and payable by the Customer on termination of this Agreement, this shall include agreed minimum volume undertakings and / or facility fees for any agreed contr...
BREACH AND TERMINATION. 20.1 Should any Party (“the defaulting party”) commit a breach of any provision of this Agreement and fail to remedy such breach within fourteen (14) days of receiving a written notice from the other Party (“the aggrieved party”) requiring the defaulting Party to do so, the aggrieved Party shall be entitled in addition to its other remedies in law or in terms of this Agreement to cancel this Agreement forthwith by notice in writing to the defaulting party and to claim any damages it may have suffered as a result of the breach.
20.2 Notwithstanding anything contained herein, the cancellation of this Agreement shall not affect any of the Parties’ rights that had accrued at the date of termination.
20.3 This Agreement may be terminated by either Party giving the other Party no less than one (1) calendar month written notice of such Party’s intention to terminate this Agreement.
20.4 The PDRF acknowledges and agrees thereto that, where the PDRF invokes Clause 20.3 above and the agreement is subsequently terminated accordingly, that UJ shall cancel all future monthly instalments. The PDRF furthermore undertakes to repay all such amounts, which the PDRF may have been advanced to the PDRF or incorrectly paid to the PDRF, in one single payment.
BREACH AND TERMINATION. 10.1 If any party shall commit any breach of its obligations under this agreement and shall not remedy the breach within 10 working days (or other time period) of written notice from the other party to do so, then the other party may notify the party in breach that it wishes to terminate this agreement forthwith and the agreement shall be terminated immediately upon the giving of written notice to this effect to the party in breach provided always the breach is within the control of the party that is in breach and is capable of being remedied.
BREACH AND TERMINATION. 8.1 This Agreement may be terminated by either Party for any material breach of the Agreement by the other Party. Such termination will be effective sixty (60) days after written notice specifying the breach to the other Party. If the specified breach is cured before the effective date of termination, the Agreement will not be terminated. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF
8.2 In the event Licensee either (a) fails to make payment to Licensors of Running Royalties or other consideration in accordance with this Agreement or (b) fails to satisfy the requirements of the Commercialization Plan in Exhibit C, Licensors may, at its sole discretion, subject to Paragraph 8.1, terminate this Agreement with respect to specified Licensed Patents. There will be no reduction in any of the payments due from Licensee, including but not limited to Running Royalties and Minimum Annual Royalties.
8.3 In addition to termination, in the event of a material breach by Licensee or Licensors, Licensors or Licensee, as the case may be, may pursue any rights and remedies available to it by law.
8.4 This Agreement will not be terminated for any breach that is the result of an act of God, acts or omissions of any government or agency thereof, compliance with rules, regulations, or orders of any governmental authority or any office, department, agency, or instrumentality thereof, fire, storm, flood, earthquake, accident, acts of the public enemy or terrorism, war, rebellion, insurrection, riot, sabotage, invasion, quarantine, restriction, transportation embargoes, or failures or delays in transportation.
8.5 The rights and remedies granted herein, and any other rights or remedies which the Parties may have, either at law or in equity, are cumulative and not exclusive of others.
8.6 Neither Party will be relieved of any obligation or liability under this Agreement arising from any act or omission committed prior to the termination date. Upon termination, Licensee will execute any documents necessary to achieve the transfer to Licensors of all rights to which Licensors may be entitled under this Agreement.
8.7 This Agreement will terminate automatically upon a final adjudication of invalidity, unenforceability, or the extinguishment of all Licensed Patents, for any reason.
8.8 Annual minimum, sublicensing royalties, and running royalty rates will all double if Licensee or Bioamber or any Sublicensee contests the validity or enforceability of any ...
BREACH AND TERMINATION. 8.1 Without prejudice to any other remedies which may exist, either party may at its option suspend or terminate the Contract forthwith by written notice to the other if the other party is in material breach of any of its obligations hereunder and fails to remedy same within seven (7) days of receiving notice thereof in writing from the party thereby entitled Version: 013 Xxxx Xxxxxxx Date: 02/2020 Page: 8 of 16 to suspend or terminate the Contract.
8.2 The Customer shall be entitled to terminate the Contract forthwith without liability to the Supplier by giving notice to the Supplier at any time if:
8.2.1 the Supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986 or any re-enactment or modification of it) or, being an individual or firm, becomes bankrupt or, being a company, becomes subject to an administration order or goes into liquidation, otherwise than for the purpose of solvent amalgamation or reconstruction;
8.2.2 an encumbrancer takes possession of, or a receiver is appointed in respect of, any of the property or assets of the Supplier;
8.2.3 the Supplier ceases, or threatens to cease, to carry on business; or
8.2.4 The Customer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly
8.3 Notwithstanding clauses 8.1 and 8.2, the Customer shall be entitled to terminate the Contract subject to giving fourteen (14) days’ prior written notice to the Supplier. In such circumstances, the Customer shall reimburse the Supplier such proportion of the Price as it is fair and reasonable to pay for the actual quantity of the Goods supplied, the Services provided and/or the Works completed as at the date of termination.
8.4 If the Goods are not delivered on the Delivery Date then, without prejudice to any other remedy, the Customer shall be entitled to deduct from the Price or (if the Customer has paid the Price) to claim from the Supplier by way of liquidated damages for delay, one per cent (1%) of the Price for every week’s delay, up to a maximum of ten per cent (10%) of the Price or such other liquidated damages as are specified in the Contract. In the event that delivery of the Goods is delayed for a period of four (4) weeks or more from the Delivery Date, the Customer may terminate the Contract in accordance with Clause 8.1.
8.5 Without prejudice to any other remedies which may exist, if any Goods are not supplied or ...
