Breach and Termination of Agreement.
28.1 Without prejudice to the Authority’s right to terminate at common law, the Contracting Authority may terminate this Agreement and the Contracting Authority or the Authority may terminate any current Call-Off Contract immediately upon giving notice to the Service Provider if:
28.1.1 except as provided in and without prejudice to Clauses 28.1.3, the Service Provider has committed any material or persistent breach of this Agreement (in the case of the Contracting Authority) or Call- Off Contract (in the case of the Contracting Authority and or the Authority) and in the case of such a breach that is capable of remedy fails to remedy that breach within 10 Business Days (or such other timeframe as specified in writing by the Authority) from the date of written notice to the Service Provider giving details of the breach and requiring it to be remedied; or
28.1.2 the Service Provider is subject to an Insolvency Event; or
28.1.3 the Service Provider is in breach of Clause 11.3; or
28.1.4 the Authority is not satisfied on the issue of any conflict of interest in accordance with Clause 12; or
28.1.5 the Service Provider commits any of the money laundering related offences listed in the Public Agreement Regulations 2006.
28.2 Without prejudice to any of the Contracting Authority’s and/or the Authority's other rights, powers or remedies (whether under this Agreement or otherwise) if the Service Provider is in breach of any of its warranties and/or obligations under Clause 8 and/or any of its other obligations in respect of the Services under this Agreement or Call-Off Contract, the Service Provider shall, if required to do so by the Contracting Authority’s and/or Authority, promptly remedy and/or re-perform the Services or part of them at its own expense to ensure compliance with such warranties and/or obligations. Nothing in this Clause 28.2 shall prevent the Contracting Authority and/or Authority from procuring the provision of any Services or any remedial action in respect of any Services from an alternative service provider and, where the Contracting Authority and/or Authority so procures any Services or any remedial action, the Contracting Authority and/or Authority shall be entitled to recover from the Service Provider all additional cost, loss and expense incurred by the Contracting Authority and/or Authority and attributable to the Contracting Authority and/or Authority procuring such Services or remedial action from such alternative service provider.
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Breach and Termination of Agreement. Without prejudice to the Employer’s right to terminate at common law, the Employer may terminate any this Agreement or any Call-Off Contract immediately upon giving notice to the Supplier if: i. in addition, and without prejudice to Clauses 18.4.2 to 18.4.6, the Supplier has committed any material or persistent breach of this Agreement or Call-Off Contract and in the case of such a breach that is capable of remedy fails to remedy that breach within 7 Days from the date of written notice to the Supplier giving details of the breach and requiring it to be remedied; or
Breach and Termination of Agreement. 6.1 If, any party hereto fails to perform its obligations under this Agreement without justified reasons, and fails to correct it within 7 days after receiving the written notice sent by the non-breaching party (if otherwise stipulated by other provisions, it shall be followed), such party shall be deemed as breach of this Agreement.
6.2 If the losses are caused to the non-breaching party due to the breach act of the breaching party, the breaching party shall be responsible for compensation, including but not limited to the losses of the non-breaching party, attorney’s fees as well as the relevant legal costs.
6.3 Party A has the right to dissolve this Agreement if:
(a) Without the written consent of Party A, Party B transfers its rights and obligations under this Agreement to the third party excluding the affiliated company of Party B.
(b) Due to non-Party A’s reasons and without the written consent of both parties hereto, Party B delays the completing of the relevant tasks by one month as per the marketing schedule stipulated by both parties.
6.4 Party B has the right to dissolve or terminate this Agreement if: i) the game has the major defect and Party A fails to resolve it in the stipulated time limit; ii) the Cooperation Product provided by Party A has no the approvals or permissions issued by the competent authorities; iii) the authorization license of the Cooperation Product of Party A has expired.
6.5 All the cooperation activities between both parties hereto shall terminate forthwith upon the termination of this Agreement; and Party B shall immediately stop all the relevant marketing and commercial activities based on the cooperation. And the relevant matters shall be performed according to the relevant provisions of this Agreement, with the matters uncovered by this Agreement to be resolved by both Parties hereto through negotiation.
6.6 Party A shall make payment within the time limit stipulated by this Agreement, and if delay in payment, Party A shall be responsible for the late fees equal to 5‰ of the unpaid amount each day.
Breach and Termination of Agreement. 28.1 Without prejudice to either Party’s rights to terminate at common law, a Party (which may include a member of the TfL Group) (“Terminating Party”) may terminate this Agreement and a Terminating Party or the Terminating Party’s Group Member(s) in the case of TfL(as the case may be) may terminate any current Call-Off Contract immediately upon giving notice to the other Party if:
28.1.1 except as provided in and without prejudice to Clauses 28.1.3, the Terminating Party has committed any material or persistent breach of this Agreement (where TfL or the Service Provider is the Terminating Party) or Call-Off Contract (where TfL, a member of the TfL Group or the Service Provider is the Terminating Party) and in the case of such a breach that is capable of remedy fails to remedy that breach within 10 Business Days (or such other timeframe as specified in writing by the Terminating Party) from the date of written notice to the other Party giving details of the breach and requiring it to be remedied; or
28.1.2 in the arise of a material or persistent breach of this Agreement by TfL for non-payment of invoices the Service Provider shall provide TfL with written notice of non-payment of such invoices requiring the breach to be remedied and, unless such invoice(s) are subject to a bona-fide dispute between the Parties which shall be dealt with in accordance with clause 27, in the event TfL does not pay such invoice(s) within 30 days of written notice from the Service Provider the Service Provider shall be entitled to terminate this Agreement or any current Call-Off Contract which is subject to the breach.
28.1.3 the other Party is subject to an Insolvency Event; or
28.1.4 the Service Provider is in breach of Clause 11.3; or
28.1.5 TfL can establish that it has legitimate reasons in respect of any conflict of interest in accordance with Clause 12 which requires TfL to terminate this Agreement; or
Breach and Termination of Agreement. 1. Any party hereto fails to perform its obligations under this Agreement without justified reasons, and fails to correct it within 7 days after receiving the written notice sent by the non-breaching party (if otherwise stipulated by other provisions, it shall be followed) shall be deemed as breach of this Agreement.
2. Unless otherwise stipulated in this Agreement, if the losses are caused to the non-breaching party due to the breach act of the breaching party, the breaching party shall be responsible for compensation, including but not limited to the losses of the non-breaching party, attorney’s fees as well as the relevant legal costs.
3. Party A has the right to dissolve this Agreement if:
(a) Without the written consent of Party A, Party B transfers its rights and obligations under this Agreement to the third party excluding the affiliated company of Party B.
(b) Due to non-Party A’s reasons and without the written consent of both parties hereto, Party B delays the completing of the relevant tasks by one month as per the marketing schedule stipulated by both parties.
4. Party B has the right to dissolve or terminate this Agreement if the interactive entertainment service operated by Party A has the major defect and Party A fails to resolve it in the stipulated time limit.
5. All the cooperation activities between both parties hereto shall terminate forthwith upon the termination of this Agreement; and Party B shall immediately stop all the relevant marketing and commercial activities based on the cooperation.
Breach and Termination of Agreement. Besides the general termination, any parties of Transferors and Transferee shall be regarded as breaching the agreement if they breach the statement and guarantee provided in Article 4 or they don’t perform their respective obligations of Article 5 and the observant party shall have the right to terminate this agreement and the breaching party shall undertake the following liabilities of breach of agreement and compensate the observant party all the losses (direct loss, indirect loss and related expenditure for requiring compensation) caused by breach of agreement:
1、 When Transferor I and/or Transferor II breach this agreement, Transferee shall have the right to terminate this agreement and require Transferor I and/or Transferor II to return the consideration already paid and require them to pay penalty equal to 5% of total consideration of equity transfer.
2、 Transferee shall undertake liabilities of breach of the agreement due to delayed payment of the consideration. Where Transferee doesn’t pay Transferor I and / or Transferor II consideration of equity transfer as scheduled, Transferee shall pay Transferor I and/or Transferor II the penalty of 0.03% of the remaining payment. Where Fuhua Dadi doesn’t repay according to schedule Transferor I and its related company, Fudi Gas Development Co., Ltd. and Transferor II the due amount of loan principal and interest, Fuhua Dadi need to pay the penalty of 0.03% of the remaining amount of principal and interest per day. If Fuhua Dadi is unable to pay such penalty, Transferee shall have the obligation to pay.
Breach and Termination of Agreement.
28.1 Without prejudice to any right to terminate at common law, the Administrator may terminate this Agreement and a Participating Borough may terminate its Operator Contract by giving notice to the Operator if:
28.1.1 in addition and without prejudice to Clauses 28.1.2 to 28.1.4 (inclusive), the Operator has committed any material or persistent breach of this Agreement or a right of termination for material breach has arisen under an Operator Contract and, in the case of such a breach that is capable of remedy, fails to remedy that breach within the timeframe set out in a Remedial Action Plan or as otherwise specified in writing by the Administrator (or, as applicable, the relevant Participating Borough); or
28.1.2 the Operator fails to meet the Revised Start Date under a Full- service Contract; or
28.1.3 in the event that there is a change of ownership referred to in Clause 13.3 or the Operator is in breach of Clause 13.3; or
28.1.4 the Administrator is not satisfied on the issue of any conflict of interest in accordance with Clause 14; or
28.1.5 the Operator or any of its officers, employees or agents commits any act of bribery described in the Xxxxxxx Xxx 0000; or
28.1.6 the Operator commits any of the money laundering related offences listed in the Public Contracts Regulations 2015; or
28.1.7 the Operator has abandoned or otherwise repudiated an Operator Contract; or
28.1.8 a Participating Borough has a right of termination under an Operator Contract; or
28.1.9 the Administrative Order is rescinded; or
28.1.10 there is a Change in Law which renders operation of the Service wholly or partly illegal; or
28.1.11 the Operator fails to comply in the performance of the Service with legal obligations in the fields of environmental, social or labour law.
28.2 This Agreement shall terminate automatically where the Trial is cancelled or terminated by an authority other than by the Administrator.
28.3 The Administrator shall have the right to terminate this Agreement immediately on giving notice if the Operator is subject to an Insolvency Event.
28.4 Without prejudice to any of the Administrator’s and/or a Participating Borough's other rights, powers or remedies (whether under this Agreement or otherwise) if the Operator is in breach of any of its warranties and/or obligations under Clauses 10, 14 and/or 21 and/or any of its other obligations in respect of the Service under this Agreement, the Operator shall, if required to do so by the Administrator or ...
Breach and Termination of Agreement. 10.1. If the Member does not comply with the provisions contained in this Agreement and the rules and conditions declared on the Website, and if the Member's activities on the Website or during the provision of Services pose a risk in terms of legal, technical or information security or are of a nature that may prejudice the personal and commercial rights of third parties, HUB 21 may temporarily or permanently suspend the Member's and/or User's use of the Website, Mobile Application and/or Web Application or terminate the Agreement. For this reason, the member cannot have any requests from HUB 21.
10.2. HUB 21 may suspend or terminate this Agreement at any time, temporarily or indefinitely.
Breach and Termination of Agreement. 14.01 This Agreement may be terminated due to any of the following events:
(1) that the Company is dissolved due to the reason provided by Section 13.01 hereof;
(2) that Party A terminates this Agreement according to Section 14.02 hereof; or
(3) that it is impossible to continue implementation of this Agreement because of occurrence of force majeure as provided by Article 16 hereof.
14.02 The following events shall be deemed as breach of contract by Party B and/or Party C, in which case, Party A has the right to terminate this Agreement by providing written notice to Party B and Party C, or require Party B and/or Party C to transfer its equity interest to Party A or any third party designated by Party A in the price equal to the price for obtaining such equity interest. Meanwhile, Party A will have the right to require Party B and/or Party C to assume liability for its breach of contract and indemnify losses caused to Party A or any Party A's Affiliate Company:
(1) that without written consent of Party A, the ownership of Party B and/or Party C is changed in any way;
(2) that Party B and/or Party C, in breach of its warranty hereunder, transfer its equity interest in the Company to any third party without written consent of Party A;
(3) that Party B and/or Party C fail to transfer its equity interest to Party A or the third party designated by Party A in accordance with this Agreement;
(4) that the bankruptcy action or claim of forced debt settlement or liquidation against Party B and/or Party C has been raised or Party B and/or Party C commence dissolution and liquidation procedures voluntarily without written consent of Party A;
(5) that Party B and/or Party C, as well as Party B's Shareholder and/or Party C's shareholder are in breach of its confidentiality obligation and/or no-competition obligation under Article 15 hereof; or
(6) other action by Party B and/or Party C in breach of other provisions of this Agreement.
14.03 Upon termination of this Agreement, the rights and obligations of the parties hereof under Article 15 and 17 shall continue to be valid.
Breach and Termination of Agreement. Any one of more of the following events shall constitute and event of default (hereinafter referred to as the “Event of Default”):
A. Any term or condition of this Agreement is breached;
B. The failure to pay to Xxxxxx Corp the Monthly Payment when due as set forth in Article III of this Agreement;
C. The Billing Service Agreement is breached or terminated;
D. FMI ceases to be the operator of the Private Facilities;
E. FMI fails to pay to Conway Corp any sum due and owing to Conway Corp when due; and
X. Xxxxxx Corp in its sole, absolute and unfettered discretion, deems itself insecure with regard to FMI’s intent or ability to comply with or fulfill any term or condition of this Agreement. Upon the occurrence of an Event of Default, in addition to any other remedy provided to Conway Corp pursuant to this Agreement, Conway Corp may terminate this Agreement by giving FMI written notice of the termination which notice shall contain the effective date of the termination of this Agreement. This Agreement shall remain in full force and effect unless terminated by (i) mutual written agreement of the parties hereto or (ii) Conway Corp upon the occurrence of an Event of Default.
