Common use of BREACH AND TERMINATION Clause in Contracts

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. 19.1 If either Party [the Provider does not carry out the Services in accordance with Defaulting Party] commits a material breach of this Agreement the Trust may require the Provider and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the default within such time as other Party [hereinafter 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 Aggrieved Party], 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 Servicesentitled, the excess shall be paid by the Provider to the Trust in addition to any other sums payable by the Provider to the Trust rights and remedies that it may have in respect terms of the breach; and/or without determining the whole of the this Agreement, determine to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Agreement in respect of part of Aggrieved Party may have for damages against 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. Defaulting Party. 19.2 Either Party may terminate this Agreement forthwith by serving written notice on 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 the event: of serious or persistent unremedied breach terms of the other Party’s obligations under this Agreement; and that the other party Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is declared insolvent, enters into an made with regard to it for: a) a voluntary arrangement or composition with or for reconstruction of its debts; b) its winding-up or dissolution; c) the benefit appointment of a creditorliquidator, has an administratortrustee, receiver, administrative receiver or administrative receiver appointed over all similar officer; d) any similar action, application or proceeding in any part of its assets or ceases or threatens jurisdiction to cease to carry on its business. The Trust which it is subject. 19.3 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 event that Supplier. For the circumstances described in Clause 14 occur. The Trust 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. 19.4 Notwithstanding this clause 19, Transnet may terminate cancel this Agreement Agreement: (a) without cause by giving when it considers that the Provider has completed all its obligations under this Agreement or by 30 [please insert relevant periodthirty] months calendar days prior written notice thereof to the Provider. This Agreement shall terminate automatically Supplier, or (b) by notice in writing to the event that Supplier, where the Parties are no longer legally able Supplier fails to carry out provide Transnet with a valid Tax Clearance Certificate issued by the Services. The Parties may elect to terminate South African Revenue Service at any time during the currency of this Agreement in accordance with Clause 12.2, should the circumstances described in Clause 12.2, occur. Agreement. 19.5 The provisions of Clauses 6clauses 2 [Definitions], 713 [Warranties], 818 [Rights on Cancellation], 1022 [Confidentiality], 1125 [Limitation of Liability], 1926 [Intellectual Property Rights], 20 29 [Dispute Resolution] and 21 33.1 [Governing Law] shall survive the termination or expiry or early termination of this Agreement, howsoever caused.

BREACH AND TERMINATION. 18.1 If either Party [the Provider does not carry out the Services in accordance with Defaulting Party] commits a material breach of this Agreement the Trust may require the Provider and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the default within such time as other Party [hereinafter 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 Aggrieved Party], 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 Servicesentitled, the excess shall be paid by the Provider to the Trust in addition to any other sums payable by the Provider to the Trust rights and remedies that it may have in respect terms of the breach; and/or without determining the whole of the this Agreement, determine to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Agreement in respect of part of Aggrieved Party may have for damages against 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. Defaulting Party. 18.2 Either Party may terminate this Agreement forthwith by serving written notice on 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 the event: of serious or persistent unremedied breach terms of the other Party’s obligations under this Agreement; and that the other party Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is declared insolvent, enters into an made with regard to it for: a) a voluntary arrangement or composition with or for reconstruction of its debts; b) its winding-up or dissolution; c) the benefit appointment of a creditorliquidator, has an administratortrustee, receiver, administrative receiver or administrative receiver appointed over all similar officer; d) any similar action, application or proceeding in any part of its assets or ceases or threatens jurisdiction to cease to carry on its business. The Trust which it is subject. 18.3 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 event that Supplier. For the circumstances described in Clause 14 occur. The Trust 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. 18.4 Notwithstanding this clause 18, Transnet may terminate cancel this Agreement Agreement: (a) without cause by giving when it considers that the Provider has completed all its obligations under this Agreement or by 30 [please insert relevant periodthirty] months calendar days prior written notice thereof to the Provider. This Agreement shall terminate automatically Supplier, or (b) by notice in writing to the event that Supplier, where the Parties are no longer legally able Supplier fails to carry out provide Transnet with a valid Tax Clearance Certificate issued by the Services. The Parties may elect to terminate South African Revenue Service at any time during the currency of this Agreement in accordance with Clause 12.2, should the circumstances described in Clause 12.2, occur. Agreement. 18.5 The provisions of Clauses 6clauses 2 [Definitions], 712 [Warranties], 817 [Rights on Cancellation], 1021 [Confidentiality], 1124 [Limitation of Liability], 1925 [Intellectual Property Rights], 20 28 [Dispute Resolution] and 21 32.1 [Governing Law] shall survive the termination or expiry or early termination of this Agreement, howsoever caused.

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 it 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. If the Provider does not carry out the Services in accordance with either Party commits a breach of this Agreement the Trust may require the Provider and fails to remedy such breach within 14 (fourteen) days, of notice thereof from the default within such time as other, 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 notifying Party 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 Servicesentitled, the excess shall be paid by the Provider to the Trust in addition to any other sums payable by the Provider to the Trust rights and remedies that it may have in respect terms of the breach; and/or without determining the whole of the AgreementAgreement or otherwise, 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 to 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 upon written notice to the Providerother, without prejudice to any claims which such Party may have for damages against the other. This Agreement If a Causal Event occurs, SANBS shall terminate automatically in the event that the Parties are no longer legally able to carry out the Services. The Parties may elect be entitled, but not obliged, to terminate this Agreement on written notice to the Service Provider, in which event such termination shall be without any liability to SANBS and without prejudice to any claims which SANBS may have for damages against the Service Provider. Should any Dispute, disagreement or claim (“the dispute”) arise between the parties concerning this Agreement, the parties shall endeavour to resolve the Dispute by negotiation at a mutual consultation. This entails one of the parties inviting the other in writing to meet in an attempt to resolve the Dispute within fifteen (15) business days from date of the written invitation. If the Dispute has not been resolved by such negotiation within twenty-one (21) business days of the commencement thereof, by agreement between the parties, then the parties shall ‑ submit the Dispute to mediation to be administered by the Arbitration Foundation of South Africa (“AFSA”) upon such terms as agreed between the parties and the secretariat of AFSA. Each party will pay its own costs for mediation; and Failing agreement as aforesaid in clause and within twenty-one (21) business days of the Dispute being submitted to mediation, the parties shall refer the Dispute to arbitration as provided for below. The decision of the mediator shall become final and binding within twenty-one (21) business days of Delivery thereof to the parties, unless one or any of the parties disputes the mediator’s decision by written notice to the other party within the aforesaid twenty-one (21) business day period, in which event the Dispute shall be referred to arbitration in accordance with Clause 12.2the provisions of the clause below. Failing agreement as referred to in the clauses above or in the event of either of the parties furnishing its notice of Dispute of the mediator’s decision as envisaged in terms of the clause above, should the circumstances described Dispute shall be submitted to arbitration for final resolution in Clause 12.2, occuraccordance with the rules of AFSA by an arbitrator or arbitrators appointed by AFSA. The provisions arbitrator will be an independent person agreed upon by the Parties and, failing such agreement within 10 (ten) business days after the date on which the arbitration is requested by a party, will be appointed by the chairman and failing him, any competent officer of Clauses 6, 7, 8, 10, 11, 19, 20 and 21 shall survive the Arbitrator’s Foundation of Southern Africa (AFSA) who may be requested on notice by any party to make the appointment at any time after the expiry of that 10 (ten) day period. Following the appointment of the arbitrator, the parties shall meet with the said arbitrator and shall reach agreement as to the procedure to be followed during the arbitration proceedings. The arbitration will be held in Johannesburg in accordance with the formalities and procedure settled by the arbitrator. In the absence of an agreement between the parties or early termination a ruling by the arbitrator, a party wishing to use any document, photograph, audio or video tape recording, or any other exhibit of a like nature (referred to in this clause as “the exhibits”) must furnish particulars thereof to the arbitrator and the other parties to the arbitration no later than 10 (ten) days prior to the hearing fixed for the arbitration. The notice giving particulars must include an address at which the exhibits may be inspected and the party giving notice must, if requested to do so by the other party, provide a copy of any of the exhibits. The cost of making such copy will be costs in the arbitration. The arbitrator will be entitled to make such award, including an award for specific performance, an interdict, damages or a penalty or otherwise as he in his sole discretion may deem fit and appropriate and to deal as he deems fit with the question of costs, including, if applicable, costs on the attorney and client scale, or own client scale, and his own fees. Any Party may appeal the decision of the arbitrator or arbitrators in terms of the AFSA rules for commercial arbitration. Nothing herein contained shall be deemed to prevent or prohibit a Party from applying to the appropriate court for urgent relief. Any arbitration in terms of this clause (including any appeal proceedings) shall be conducted on camera and the Parties shall treat as confidential the details of the dispute submitted to arbitration, the conduct of the arbitration proceedings and the outcome of the arbitration. Each Party to this Agreement – expressly consents to any arbitration in terms of this clause being conducted as a matter of urgency; and irrevocably authorises the other Party to apply, on behalf of both Parties, in writing, to the secretariat of AFSA in terms of article 23(1) of the AFSA rules for any such arbitration to be conducted on an urgent basis. This clause is severable from the rest of this Agreement and will continue to be binding on the Parties notwithstanding any termination or cancellation of the Agreement. The Parties agree that the written demand by a Party in terms of this clause that the dispute or difference be submitted to arbitration, howsoever causedis to be deemed to be a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act, 1969. If the dispute is of a purely technical nature or financial nature or which, by its nature, would in the opinion of both Parties be best dealt with by an expert it shall be referred to expert determination in terms of clause if the Parties are unable to agree on whether a dispute is of a purely technical nature or financial nature or otherwise a matter that would be best dealt with by an expert or if the Parties are unable to agree on a suitable Expert to be appointed, the dispute shall be referred to arbitration as per this clause .

BREACH AND TERMINATION. If 11.1. Failure of a Party to comply with the Provider does not carry out the Services in accordance with provisions of 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 shall constitute a breach of the Services Agreement by the non-complying Party. Except as required in accordance with otherwise permitted under 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 non-breaching Party shall be paid by the Provider provide Notice of that breach 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: manner set forth in Section 16. The Notice shall specify the alleged breach and the period within which the breach must be cured which, except as provided in Section 11.2, shall be at least ten (10) business days. The Party receiving such Notice shall respond thereto in writing within three (3) business days. If the breach is not cured or the dispute resolved within the period specified in the Notice, the Party claiming breach, by further written Notice, at its election, may affirm this Agreement and initiate appropriate legal actions to require the other Party to remedy that breach or may immediately terminate this Agreement. In either instance, the Party claiming the breach may by appropriate legal proceedings seek and secure recovery of serious or persistent unremedied any damages resulting from that breach. 11.2. The provisions of Section 11.1 to the contrary notwithstanding, if the breach is of the other PartyCustomer’s obligations obligation to make a payment to Avfuel when due, then Avfuel may declare all amounts owed to it under this Agreement; Agreement immediately due and that the payable, and Avfuel, in addition to all other party is declared insolventrights hereunder, enters into an arrangement may suspend its performance 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 forthwith and without giving Customer Notice or the event opportunity to cure. Avfuel shall also have the right to offset any amount that Avfuel then or thereafter owes to Customer, to any guarantor of 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 Customer’s obligations under this Agreement or to any affiliate entity that owns, is owned by [please insert relevant period] months written notice or is under common ownership with the Customer against any amounts owed by Customer to Avfuel. Customer warrants that it is authorized to make this commitment with respect to amounts owed by Avfuel to such guarantors and affiliate entities. In addition, Avfuel or its agents or employees may, without further Notice and without legal process enter onto any facility of Customer for the purpose of repossessing any item of Equipment or any personal property of any description owned by Avfuel, and Customer shall use its best efforts to assist Avfuel in such repossession. Exercise of the foregoing remedies shall not constitute a waiver of any amount due by Customer hereunder or of any damages accruing by reason of the breach of any of the terms or conditions of this Agreement. Fuels on board repossessed Equipment will become the property of Avfuel, and credited against any amount owed Avfuel by Customer at that day's market price. 11.3. The Party claiming a breach may waive that breach by giving Notice to the Providerother Party in the manner set forth in Section 16 below. This Agreement The waiver of any breach shall terminate automatically not constitute a waiver of any subsequent breach of the same or any other term or condition. Any failure of either Party to enforce rights or seek remedies arising out of any breach by the other Party shall not prejudice or affect the rights and remedies of that Party in the event of any subsequent breach by the other Party. 11.4. Except as set forth in Section 11.2, any dispute that arises under this Agreement, pursuant to Section 11.1 or otherwise, shall be submitted to a senior officer or other person having the Parties are authority to negotiate the resolution of such disputes for each Party. Those persons shall attempt, in good faith, to resolve the dispute, and no longer legally able to carry out action in law or equity shall lie until the Servicesprocess set forth herein shall have run its course. If the dispute involves the payment of money, all undisputed amounts shall be paid when due regardless of whether the undisputed amount is only part of an invoice. 11.5. The Parties may elect exercise of a Party’s right to terminate the Agreement or to exercise any other remedy shall not be deemed an election of remedies and shall be without prejudice to the non-breaching Party’s rights to exercise any other remedy afforded to it by this Agreement in accordance with Clause 12.2, should or by law or equity. In any action related to 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 enforcement or early termination breach of this Agreement, howsoever causedthe prevailing Party shall have the right to recover its reasonable attorney’s fees and costs actually incurred.

BREACH AND TERMINATION. If 12.1. Failure of a Party to comply with the Provider does not carry out the Services in accordance with provisions of 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 shall constitute a breach of the Services Agreement by the non-complying Party. Except as required in accordance with otherwise permitted under 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 non-breaching Party shall be paid by the Provider provide Notice of that breach 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: manner set forth in Section 15. The Notice shall specify the alleged breach and the period within which the breach must be cured which, except as provided in Section 12.2, shall be at least ten (10) business days. The Party receiving such Notice shall respond thereto in writing within three (3) business days. If the breach is not cured or the dispute resolved within the period specified in the Notice, the Party claiming breach, by further written Notice, at its election, may affirm this Agreement and initiate appropriate legal actions to require the other Party to remedy that breach or may immediately terminate this Agreement. In either instance, the Party claiming the breach may by appropriate legal proceedings seek and secure recovery of serious or persistent unremedied any damages resulting from that breach. 12.2. The provisions of Section 12.1 to the contrary notwithstanding, if the breach is of the other PartyCustomer’s obligations obligation to make a payment to Avfuel when due, then Avfuel may declare all amounts owed to it under this Agreement; Agreement immediately due and that the payable, and Avfuel, in addition to all other party is declared insolventrights hereunder, enters into an arrangement may suspend its performance 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 forthwith and without giving Customer Notice or the event opportunity to cure. Avfuel shall also have the right to offset any amount that Avfuel then or thereafter owes to Customer, to any guarantor of 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 Customer’s obligations under this Agreement or to any affiliate entity that owns, is owned by [please insert relevant period] months written notice or is under common ownership with the Customer against any amounts owed by Customer to Avfuel. Customer warrants that it is authorized to make this commitment with respect to amounts owed by Avfuel to such guarantors and affiliate entities. In addition, Avfuel or its agents or employees may, without further Notice and without legal process enter onto any facility of Customer for the purpose of repossessing any item of equipment or any personal property of any description owned by Avfuel, and Customer shall use its best efforts to assist Avfuel in such repossession. Exercise of the foregoing remedies shall not constitute a waiver of any amount due by Customer hereunder or of any damages accruing by reason of the breach of any of the terms or conditions of this Agreement. Fuels on board repossessed equipment owned by Avfuel will become the property of Avfuel, and credited against any amount owed Avfuel by Customer at that day's market price. 12.3. The Party claiming a breach may waive that breach by giving Notice to the Providerother Party in the manner set forth in Section 15. This Agreement The waiver of any breach shall terminate automatically not constitute a waiver of any subsequent breach of the same or any other term or condition. Any failure of either Party to enforce rights or seek remedies arising out of any breach by the other Party shall not prejudice or affect the rights and remedies of that Party in the event of any subsequent breach by the other Party. 12.4. Except as set forth in Section 12.2, any dispute that arises under this Agreement, pursuant to Section 12.1 or otherwise, shall be submitted to a senior officer or other person having the Parties are authority to negotiate the resolution of such disputes for each Party. Those persons shall attempt, in good faith, to resolve the dispute, and no longer legally able to carry out action in law or equity shall lie until the Servicesprocess set forth herein shall have run its course. If the dispute involves the payment of money, all undisputed amounts shall be paid when due regardless of whether the undisputed amount is only part of an invoice. 12.5. The Parties may elect exercise of a Party’s right to terminate the Agreement or to exercise any other remedy shall not be deemed an election of remedies and shall be without prejudice to the non-breaching Party’s rights to exercise any other remedy afforded to it by this Agreement in accordance with Clause 12.2, should or by law or equity. In any action related to 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 enforcement or early termination breach of this Agreement, howsoever causedthe prevailing Party shall have the right to recover its reasonable attorney’s fees and costs actually incurred.

BREACH AND TERMINATION. If 11.1. Failure of a Party to comply with the Provider does not carry out the Services in accordance with provisions of 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 shall constitute a breach of the Services Agreement by the non-complying Party. Except as required in accordance with otherwise permitted under 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 non-breaching Party shall be paid by the Provider provide Notice of that breach 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: manner set forth in Section 14. The Notice shall specify the alleged breach and the period within which the breach must be cured which, except as provided in Section 11.2, shall be at least ten (10) business days. The Party receiving such Notice shall respond thereto in writing within three (3) business days. If the breach is not cured or the dispute resolved within the period specified in the Notice, the Party claiming breach, by further written Notice, at its election, may affirm this Agreement and initiate appropriate legal actions to require the other Party to remedy that breach or may immediately terminate this Agreement. In either instance, the Party claiming the breach may by appropriate legal proceedings seek and secure recovery of serious or persistent unremedied any damages resulting from that breach. 11.2. The provisions of Section 11.1 to the contrary notwithstanding, if the breach is of the other PartyCustomer’s obligations obligation to make a payment to Avfuel when due, then Avfuel may declare all amounts owed to it under this Agreement; Agreement immediately due and that the payable, and Avfuel, in addition to all other party is declared insolventrights hereunder, enters into an arrangement may suspend its performance 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 forthwith and without giving Customer Notice or the event opportunity to cure. Avfuel shall also have the right to offset any amount that Avfuel then or thereafter owes to Customer, to any guarantor of 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 Customer’s obligations under this Agreement or to any affiliate entity that owns, is owned by [please insert relevant period] months written or is under common ownership with the Customer against any amounts owed by Customer to Avfuel. Customer warrants that it is authorized to make this commitment with respect to amounts owed by Avfuel to such guarantors and affiliate entities. In addition, Avfuel or its agents or employees may, without further notice and without legal process enter onto any facility of Customer for the purpose of repossessing any item of Equipment or any personal property of any description owned by Avfuel, and Customer shall use its best efforts to assist Avfuel in such repossession. Exercise of the foregoing remedies shall not constitute a waiver of any amount due by Customer hereunder or of any damages accruing by reason of the breach of any of the terms or conditions of this Agreement. Fuels on board repossessed Equipment will become the property of Avfuel, and credited against any amount owed Avfuel by Customer at that day's market price. 11.3. The Party claiming a breach may waive that breach by giving Notice to the Providerother party in the manner set forth in Section 14 below. This Agreement The waiver of any breach shall terminate automatically not constitute a waiver of any subsequent breach of the same or any other term or condition. Any failure of either Party to enforce rights or seek remedies arising out of any breach by the other Party shall not prejudice or affect the rights and remedies of that Party in the event of any subsequent breach by the other Party. 11.4. Except as set forth in Section 11.2 above, any dispute that arises under this Agreement, pursuant to Section 11.1 or otherwise, shall be submitted to a senior officer or other person having the Parties are authority to negotiate the resolution of such disputes for each Party. Those persons shall attempt, in good faith, to resolve the dispute, and no longer legally able to carry out action in law or equity shall lie until the Servicesprocess set forth herein shall have run its course. If the dispute involves the payment of money, all undisputed amounts shall be paid when due regardless of whether the undisputed amount is only part of an invoice. 11.5. The Parties may elect exercise of a Party’s right to terminate the Agreement or to exercise any other remedy shall not be deemed an election of remedies and shall be without prejudice to the non-breaching Party’s rights to exercise any other remedy afforded to it by this Agreement in accordance with Clause 12.2, should or by law or equity. In any action related to 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 enforcement or early termination breach of this Agreement, howsoever causedthe prevailing Party shall have the right to recover its reasonable attorney’s fees and costs actually incurred.

BREACH AND TERMINATION. If 11.1. Failure of a Party to comply with the Provider does not carry out the Services in accordance with provisions of 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 shall constitute a breach of the Services Agreement by the non-complying Party. Except as required in accordance with otherwise permitted under 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 non-breaching Party shall be paid by the Provider provide Notice of that breach 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: manner set forth in Section 14. The Notice shall specify the alleged breach and the period within which the breach must be cured which, except as provided in Section 11.2, shall be at least ten (10) business days. The Party receiving such Notice shall respond thereto in writing within three (3) business days. If the breach is not cured or the dispute resolved within the period specified in the Notice, the Party claiming breach, by further written Notice, at its election, may affirm this Agreement and initiate appropriate legal actions to require the other Party to remedy that breach or may immediately terminate this Agreement. In either instance, the Party claiming the breach may by appropriate legal proceedings seek and secure recovery of serious or persistent unremedied any damages resulting from that breach. 11.2. The provisions of Section 11.1 to the contrary notwithstanding, if the breach is of the other PartyCustomer’s obligations obligation to make a payment to Avfuel when due, then Avfuel may declare all amounts owed to it under this Agreement; Agreement immediately due and that the payable, and Avfuel, in addition to all other party is declared insolventrights hereunder, enters into an arrangement may suspend its performance 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 forthwith and without giving Customer Notice or the event opportunity to cure. Avfuel shall also have the right to offset any amount that Avfuel or any of its affiliates or subsidiaries then or thereafter owes to Customer, to any guarantor of 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 Customer’s obligations under this Agreement or to any affiliate entity that owns, is owned by [please insert relevant period] months written or is under common ownership with the Customer against any amounts owed by Customer to Avfuel or any of its affiliates or subsidiaries. Customer warrants that it is authorized to make this commitment with respect to amounts owed by Avfuel to such guarantors and affiliate entities. In addition, Avfuel or its agents or employees may, without further notice and without legal process enter onto any facility of Customer for the purpose of repossessing any item of Equipment or any personal property of any description owned by Avfuel, and Customer shall use its best efforts to assist Avfuel in such repossession. Exercise of the foregoing remedies shall not constitute a waiver of any amount due by Customer hereunder or of any damages accruing by reason of the breach of any of the terms or conditions of this Agreement. Fuels on board repossessed Equipment will become the property of Avfuel, and credited against any amount owed Avfuel by Customer at that day's market price. 11.3. The Party claiming a breach may waive that breach by giving Notice to the Providerother party in the manner set forth in Section 14 below. This Agreement The waiver of any breach shall terminate automatically not constitute a waiver of any subsequent breach of the same or any other term or condition. Any failure of either Party to enforce rights or seek remedies arising out of any breach by the other Party shall not prejudice or affect the rights and remedies of that Party in the event of any subsequent breach by the other Party. 11.4. Except as set forth in Section 11.2 above, any dispute that arises under this Agreement, pursuant to Section 11.1 or otherwise, shall be submitted to a senior officer or other person having the Parties are authority to negotiate the resolution of such disputes for each Party. Those persons shall attempt, in good faith, to resolve the dispute, and no longer legally able to carry out action in law or equity shall lie until the Servicesprocess set forth herein shall have run its course. If the dispute involves the payment of money, all undisputed amounts shall be paid when due regardless of whether the undisputed amount is only part of an invoice. 11.5. The Parties may elect exercise of a Party’s right to terminate the Agreement or to exercise any other remedy shall not be deemed an election of remedies and shall be without prejudice to the non-breaching Party’s rights to exercise any other remedy afforded to it by this Agreement in accordance with Clause 12.2, should or by law or equity. In any action related to 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 enforcement or early termination breach of this Agreement, howsoever causedthe prevailing Party shall have the right to recover its reasonable attorney’s fees and costs actually incurred.

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 it 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 periodperiod ] 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. 9.1 In the event HMR or Sepracor are in material breach of any of the respective obligations and conditions contained in this Agreement, the other party shall be entitled to give the breaching party written notice requiring it to cure such material breach. If such material breach is not cured within ninety (90) days after receipt of such written notice, the notifying party may seek a determination of damages for the uncured breach from the breaching party. If the Provider does not carry out the Services uncured breach is an uncured material breach under Section 20.6 of this Agreement, Sepracor agrees that such uncured breach may result in irreparable harm to HMR and HMR may seek temporary or permanent injunctive relief or other equitable relief. 9.2 If HMR fails to pay Sepracor Royalties, or any interest thereon, due and payable 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 terms of the Services as required in accordance with this Agreement; and/or itself provide , and such Royalties or procure the provision interest are not paid to Sepracor within ninety (90) days after receipt 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 as set forth in Section 9.1 above, Sepracor shall have 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 right 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 written notice thereof to HMR, which notice shall take effect immediately upon issuance. In addition, immediately upon receipt of such termination notice, HMR shall assign to Sepracor the entire right, title, and interest in and to the Assigned Patents. 9.3 In the event that one of the Provider has completed all parties hereto becomes bankrupt or insolvent, a receiver or a trustee is appointed for the property or estate of such party and said receiver or trustee is not removed within sixty (60) days, or the party makes an assignment for the benefit of its obligations under creditors, and whether any of the aforesaid events be the outcome of the voluntary act of that party, or otherwise, the other party shall be entitled to terminate this Agreement or forthwith by [please insert relevant period] months giving a written notice to the Provider. This Agreement first party. 9.4 Nothing herein shall terminate automatically in the event that the Parties are no longer legally able prevent either party hereto from exercising such party's right 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 obtain temporary or early termination of this Agreement, howsoever causedpermanent injunctive relief or other equitable relief.

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. If 25.1 Should a Party commit a material breach of the Provider does not carry out Agreement, and/or a Project SOW then the Services in accordance with this Agreement the Trust may aggrieved Party will be entitled to require the Provider defaulting Party to remedy the default breach within 7 (seven) Business Days of delivery of a written notice requiring it to do so, or within any other reasonable period agreed to between the Parties. 25.2 If the defaulting Party fails to remedy such breach within the period specified in the breach notice, the aggrieved Party will be entitled to cancel this Agreement, and/or a Project SOW and to claim damages, alternatively to claim immediate specific performance of the defaulting Party’s obligations. The foregoing is without prejudice to such other rights as the aggrieved Party may have in law. 25.3 If the Service Provider fails to comply with the terms of the Agreement, and/or a Project SOW, the University will be entitled, without prejudice to any of its rights in terms of this Agreement, and/or a Project SOW or in law to: 25.3.1 withhold all payments due and payable to the Service Provider until such time as the Trust may reasonably specify by providing or providing again (as Service Provider has provided the case may be) without further charge Deliverables to the Trust such part satisfaction of the Services as required University; or 25.3.2 engage a third party to provide the Deliverables which the Service Provider has failed to perform properly or at all, and the cost thereof will be the responsibility of the Service Provider which may be deducted from any amount that may otherwise be due to the Service Provider under the Agreement and/or a Project SOW. 25.4 If the Service Provider consistently defaults in accordance the performance of its obligations under this Agreement, the University will be entitled to cancel this Agreement without prejudice to any other rights that the University may have in law. For the purposes of this clause 25.4, “consistent default” will mean the failure of the Service Provider to comply with its obligations hereunder on 3 (three) occasions within a period of 12 (twelve) consecutive months. 25.5 The University will be entitled to terminate this Agreement, and/or a Project SOW with immediate effect, should the Service Provider: 25.5.1 be placed under compulsory or voluntary winding- up or business rescue, to the extent permitted by applicable law; or, being a natural person, commit an act of insolvency, or be provisionally or finally sequestrated; or 25.5.2 suffer any judgement to be obtained against it and allow such judgement to remain unsatisfied or fail to apply for the rescission thereof within a period of 10 (ten) Business Days from the time the judgement was obtained; or 25.5.3 do or suffer any act or thing whereby the University’s rights or interest may be prejudiced, or which might cause the University to suffer any loss or damage. 25.6 On termination or expiry of the Agreement, and/or a Project SOW for any reason, the Service Provider must: 25.6.1 immediately deliver to the University all Deliverables whether or not then complete and return all University information (together with all copies thereof). Until they have been returned or delivered, the Service Provider will be solely responsible for their safekeeping and will not use them for any purpose not connected with this Agreement, and/or a Project SOW; and 25.6.2 if so, required by the University, subject to the applicable fees as agreed between the Parties in writing, assist the University with the seamless transition of providing the Deliverables to an incoming supplier. All applicable terms and conditions of this Agreement, and/or itself provide or procure the provision a Project SOW will apply to such transition services. 25.7 Upon termination of the Services or Agreement, and/or a Project SOW the Service Provider will only be entitled to be paid for the Deliverables provided on a quantum meruit basis and will not have any part claim of any nature whatsoever against 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 University for any additional consideration and/or related payments which would have been payable to had the Provider for carrying out the Services, the excess shall be paid by the Provider to the Trust Deliverables have been provided in addition to any other sums payable by the Provider to the Trust full in respect of the breach; and/or without determining the whole terms of the Agreement, determine and/or a Project SOW. 25.8 If 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 University terminates this Agreement, howsoever causedand/or a Project SOW as provided for hereunder, the University’s sole liability to the Service Provider, and the Service Provider’s sole and exclusive remedy, is payment for Deliverables received that have been completed and Accepted by the University before the date of termination. The University may also require Service Provider to transfer title and deliver to the University any or all property produced or procured by Service Provider to perform this Agreement and/or a Project SOW.

BREACH AND TERMINATION. If 11.1. Failure of a Party to comply with the Provider does not carry out the Services in accordance with provisions of 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 shall constitute a breach of the Services Agreement by the non-complying Party. Except as required in accordance with otherwise permitted under 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 non-breaching Party shall be paid by the Provider provide Notice of that breach 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: manner set forth in Section 14. The Notice shall specify the alleged breach and the period within which the breach must be cured which, except as provided in Section 11.2, shall be at least ten (10) business days. The Party receiving such Notice shall respond thereto in writing within three (3) business days. If the breach is not cured or the dispute resolved within the period specified in the Notice, the Party claiming breach, by further written Notice, at its election, may affirm this Agreement and initiate appropriate legal actions to require the other Party to remedy that breach or may immediately terminate this Agreement. In either instance, the Party claiming the breach may by appropriate legal proceedings seek and secure recovery of serious or persistent unremedied any damages resulting from that breach. 11.2. The provisions of Section 11.1 to the contrary notwithstanding, if the breach is of the other PartyCustomer’s obligations obligation to make a payment to Avfuel when due, then Avfuel may declare all amounts owed to it under this Agreement; Agreement immediately due and that the payable, and Avfuel, in addition to all other party is declared insolventrights hereunder, enters into an arrangement may suspend its performance 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 forthwith and without giving Customer Notice or the event opportunity to cure. Avfuel shall also have the right to offset any amount that Avfuel then or thereafter owes to Customer, to any guarantor of 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 Customer’s obligations under this Agreement or to any affiliate entity that owns, is owned by [please insert relevant period] months written notice or is under common ownership with the Customer against any amounts owed by Customer to Avfuel. Customer warrants that it is authorized to make this commitment with respect to amounts owed by Avfuel to such guarantors and affiliate entities. In addition, Avfuel or its agents or employees may, without further Notice and without legal process enter onto any facility of Customer for the purpose of repossessing any item of Equipment or any personal property of any description owned by Avfuel, and Customer shall use its best efforts to assist Avfuel in such repossession. Exercise of the foregoing remedies shall not constitute a waiver of any amount due by Customer hereunder or of any damages accruing by reason of the breach of any of the terms or conditions of this Agreement. Fuels on board repossessed Equipment will become the property of Avfuel, and credited against any amount owed Avfuel by Customer at that day's market price. 11.3. The Party claiming a breach may waive that breach by giving Notice to the Providerother Party in the manner set forth in Section 14 below. This Agreement The waiver of any breach shall terminate automatically not constitute a waiver of any subsequent breach of the same or any other term or condition. Any failure of either Party to enforce rights or seek remedies arising out of any breach by the other Party shall not prejudice or affect the rights and remedies of that Party in the event of any subsequent breach by the other Party. 11.4. Except as set forth in Section 11.2, any dispute that arises under this Agreement, pursuant to Section 11.1 or otherwise, shall be submitted to a senior officer or other person having the Parties are authority to negotiate the resolution of such disputes for each Party. Those persons shall attempt, in good faith, to resolve the dispute, and no longer legally able to carry out action in law or equity shall lie until the Servicesprocess set forth herein shall have run its course. If the dispute involves the payment of money, all undisputed amounts shall be paid when due regardless of whether the undisputed amount is only part of an invoice. 11.5. The Parties may elect exercise of a Party’s right to terminate the Agreement or to exercise any other remedy shall not be deemed an election of remedies and shall be without prejudice to the non-breaching Party’s rights to exercise any other remedy afforded to it by this Agreement in accordance with Clause 12.2, should or by law or equity. In any action related to 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 enforcement or early termination breach of this Agreement, howsoever causedthe prevailing Party shall have the right to recover its reasonable attorney’s fees and costs actually incurred.

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 16.1 In addition to any other sums payable by the Provider right granted to the Trust in respect of the breach; and/or without determining the whole of LiftRite under the Agreement, determine LiftRite may terminate a Purchase Order: (a) in its absolute discretion by giving the Agreement in respect of part Supplier fourteen (14) Business Days’ written notice; or (b) if the Supplier defaults on any of the Services only and thereafter provide or procure the provision of such part terms of the Services itself. The remedies Purchase Order for any reason (including insolvency) by written notice: (i) where the default is not capable of remedy, with immediate effect; or (ii) where the Trust under this Clause may be exercised concurrently in respect default is capable of any remedy but the Supplier fails to remedy such default by the Provider. Either Party may terminate this Agreement by serving within seven (7) Business Days of being served with a written notice on by LiftRite. 16.2 In the event that LiftRite terminates a Purchase Order under clause 16.1(a), subject to any other Party in the event: rights of serious or persistent unremedied breach of the other Party’s obligations LiftRite under this Agreement; and that the other party is declared insolvent, enters into an arrangement or composition with or LiftRite must: (a) pay for the benefit of a creditor, has an administrator, receiver Goods delivered 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 Services provided by 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 Supplier in accordance with Clause 12.2the Purchase Order prior to the date of termination; and (b) reimburse the Supplier for the direct costs of materials the Supplier reasonably ordered prior to the date of receipt of the notice of termination for the purpose of providing the Goods and or performing the Services and which the Supplier is legally liable to accept and cannot otherwise utilise, should provided that the circumstances described in Clause 12.2materials are delivered to the Delivery Address and become LiftRite’s property upon payment, occur. The provisions and the Supplier shall not otherwise be entitled to any compensation whether by way of Clauses 6damages, 7profit, 8loss or expense, 10including without limitation anticipated profits, 11, 19, 20 and 21 shall survive incurred as a result of a termination of the expiry or early termination Purchase Order under this clause. 16.3 Notwithstanding any other clause of this Agreement, howsoever causedif LiftRite terminates the Purchase Order pursuant to clause 16.1(b), the provisions of clause 16.2 do not apply and the Supplier is liable for all direct and indirect costs, losses or other amounts that are incurred by LiftRite as a result of the termination including all legal costs and costs incurred to procure any replacement goods or services. 16.4 Except where expressly provided, termination under this clause does not affect the ability of any party to enforce a right that may have accrued to is under the Agreement prior to termination.