BREACH AND TERMINATION. 16.1 the Licensor shall have the right to terminate this Agreement with immediate effect and without prejudice to any other rights and remedies which it may have, upon the occurrence of any one or more of the following events (hereinafter called "Default") : - 16.1.1 if the Licensee defaults in the performance of any of its obligations provided for in this Agreement (apart from the Default referred to in clause 16.1.2; 16.1.2 if the Licensee fails to make any payment to the Licensor on the due date therefore or within 7 (seven) days thereafter; 16.1.3 the Licensee fails to meet any minimum annual sales targets; 16.1.4 if the Licensee convenes any meeting to consider a resolution for its voluntary winding-up; 16.1.5 if the Licensee commits any act which is an act of insolvency as defined in the Insolvency Act No 24 of 1936; 16.1.6 if the Licensee is placed into liquidation or placed under judicial management, whether provisionally or finally; 16.1.7 if the Licensee has a judgement granted against it and allows such judgement to remain unsatisfied for a period of 7 (seven) days; 16.1.8 if the Licensee commits any act or omits to do anything which, in the sole and absolute discretion of the Licensor, prejudices or may prejudice any of the rights of the Licensor under this Agreement, its ownership in the Products; or 16.2 in the event of the Default contemplated in clause 16.1, the Licensor shall in addition and without prejudice to any other remedies which it may have in terms of this Agreement be entitled : - 16.2.1 forthwith and without notice to claim payment of all amounts owing by the Licensee to the Licensor; and/or 16.2.2 to cancel this Agreement and any order for Products and to immediately obtain possession of all the Products delivered but unpaid and to recover from the Licensee all damages that the Licensor may suffer as a result of such cancellation. 16.3 in the event of a breach of the Licensee's obligations occurring as envisaged in clauses 16.1 or 16.2 above, the Licensee shall be obliged immediately to place the Licensor in possession of all Products that have been sold by the Licensor to the Licensee in terms of this Agreement. If the Licensor in its sole and absolute discretion does not require the Licensee to place it in possession of the Products, the Licensor shall be entitled to within 14 (fourteen) days obtain delivery, at the Licensee’s cost, of the Products to an address notified by the Licensor and/or to place a representative of the Licensor on the premises where the Products are kept in order to protect the rights of the Licensor. In the event of the Licensor not exercising its right to immediately obtain possession of the Products, this shall not be regarded as a waiver of the Licensor's right to call upon the Licensee to place the Licensor in possession of the Products at any time thereafter.
Appears in 2 contracts
Samples: Business Partner Memorandum of Agreement, Business Partner Memorandum of Agreement
BREACH AND TERMINATION. 16.1 13.1 MRC/UVRI & LSHTM may terminate this Agreement at any time without cause by giving not less than thirty (30) days’ written notice to the Licensor Supplier.
13.2 In the event of a material breach of this Agreement by the Supplier, MRC/UVRI & LSHTM shall give the Supplier 14 days’ written notice of such breach, and if the Supplier fails to remedy the breach forthwith to the satisfaction of MRC/UVRI & LSHTM, MRC/UVRI & LSHTM shall have the right to terminate this Agreement with immediate effect and immediately, without prejudice to its right to claim damages (contractual and / or delictual).
13.3 MRC/UVRI & LSHTM may terminate this Agreement in terms of clause 5.3; in terms of clause 6.4; in terms of clause 9.11; in terms of clause 13.1, or the Supplier becomes Insolvent or there is a change in the ownership, control or management of the Supplier; or for any other rights reason expressed for termination in this Agreement, all without prejudice to its right to claim damages (contractual and remedies which it may have/ or delictual).
13.4 For these purposes, a party shall be deemed "Insolvent" upon commencement of insolvency proceedings, or any arrangement with creditors, business rescue, winding up, dissolution, administration, liquidation, receivership (administrative or otherwise), bankruptcy, the occurrence suspension of payments, any one form of seizure not lifted within 2 months, a moratorium of indebtedness, or more any similar proceedings in any jurisdiction in each case in respect of that party.
13.5 The Supplier's only right of termination will be to terminate this Agreement if MRC/UVRI & LSHTM fails to pay an amount due under a valid invoice submitted by the Supplier (and the amount of such invoice is not subject to a genuine dispute), and that failure has not been rectified within 30 days of receipt of the following events (hereinafter called "Default") : -second of two written notices being at least 14 days apart, requiring payment to be made.
16.1.1 if the Licensee defaults in the performance 13.6 Following termination or expiry of any of its obligations provided for in this Agreement (apart from as the Default referred case may be) the Supplier must immediately return or, at MRC/UVRI & LSHTM's request, destroy all property, materials or records in its possession or under its control belonging or relating to MRC/UVRI & LSHTM to which the Agreement relates.
13.7 Should this Agreement terminate by the effluxion of time and the Supplier and MRC/UVRI & LSHTM continue to operate as if this Agreement is in clause 16.1.2;
16.1.2 if force, and the Licensee fails parties fail to make any payment to the Licensor on the due date therefore or within 7 (seven) days thereafter;
16.1.3 the Licensee fails to meet any minimum annual sales targets;
16.1.4 if the Licensee convenes any meeting to consider a resolution for its voluntary winding-up;
16.1.5 if the Licensee commits any act which is an act of insolvency as defined in the Insolvency Act No 24 of 1936;
16.1.6 if the Licensee is placed into liquidation or placed under judicial management, whether provisionally or finally;
16.1.7 if the Licensee has a judgement granted against it and allows such judgement to remain unsatisfied for a period of 7 (seven) days;
16.1.8 if the Licensee commits any act or omits to do anything which, in the sole and absolute discretion of the Licensor, prejudices or may prejudice any of the rights of the Licensor under renew this Agreement, its ownership in the Products; orparties shall be deemed to have entered into a periodic agreement on the same terms and conditions as this Agreement, subject to the right of MRC/UVRI & LSHTM to terminate on 30 days written notice to the Supplier.
16.2 in 13.8 The Supplier acknowledges that the event of the Default contemplated in clause 16.1, the Licensor shall in addition and without prejudice to any other remedies which it may have in terms termination of this Agreement in accordance with its terms shall simply be entitled : -
16.2.1 forthwith a termination of Services. MRC/UVRI & LSHTM shall not be obliged to take over the employment of the Supplier’s employees and without notice to claim payment of all amounts owing / or be liable for any claims by the Licensee to the Licensor; and/or
16.2.2 to cancel this Agreement and any order for Products and to immediately obtain possession of all the Products delivered but unpaid and to recover from the Licensee all damages that the Licensor may suffer Supplier’s employees as a result of such cancellation.
16.3 in the event of a breach of the Licensee's obligations occurring as envisaged in clauses 16.1 or 16.2 above, the Licensee shall be obliged immediately to place the Licensor in possession of all Products that have been sold by the Licensor to the Licensee in terms termination of this Agreement. If the Licensor The Supplier shall at all times whether during or after termination or expiry of this Agreement indemnify, on an after tax basis, and keep indemnified MRC/UVRI & LSHTM against all losses, claims, damages, liabilities and expenses (including all reasonable legal fees on an attorney and own client basis) incurred by or awarded against MRC/UVRI & LSHTM arising out of or in its sole and absolute discretion does not require the Licensee relation to place it in possession of the Products, the Licensor shall be entitled to within 14 (fourteen) days obtain delivery, at the Licensee’s cost, of the Products to an address notified any claim or potential claim by the Licensor and/or to place a representative Supplier or any of the Licensor on the premises where the Products are kept its employees under any labour legislation in order to protect the rights of the Licensor. In the event of the Licensor not exercising its right to immediately obtain possession of the Products, this shall not be regarded as a waiver of the Licensor's right to call upon the Licensee to place the Licensor in possession of the Products at any time thereafterUganda.
Appears in 2 contracts
Samples: Standard Terms and Conditions, Standard Terms and Conditions
BREACH AND TERMINATION. 16.1 the Licensor shall have the right to terminate this Agreement with immediate effect and without prejudice to any other rights and remedies which it may have, upon the occurrence of any one or more of the following events (hereinafter called "Default") : -
16.1.1 if the Licensee defaults in the performance of any of its obligations provided for in this Agreement (apart from the Default referred to in clause 16.1.2;
16.1.2 if the Licensee fails to make any payment to the Licensor on the due date therefore or within 7 (seven) days thereafter;
16.1.3 the Licensee fails to meet any minimum annual sales targets;
16.1.4 if the Licensee convenes any meeting to consider a resolution for its voluntary winding-up;
16.1.5 if the Licensee commits any act which is an act of insolvency as defined in the Insolvency Act No 24 of 1936;
16.1.6 if the Licensee is placed into liquidation or placed under judicial management, whether provisionally or finally;
16.1.7 if the Licensee has a judgement granted against it and allows such judgement to remain unsatisfied for a period of 7 (seven) days;
16.1.8 if the Licensee commits any act or omits to do anything which, in the sole and absolute discretion of the Licensor, prejudices or may prejudice any of the rights of the Licensor under this Agreement, its ownership in the Products; or
16.2 in the event of the Default contemplated in clause 16.1, the Licensor shall in addition and without 8.1 Without prejudice to any other remedies which it may have 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 terms material breach of this Agreement 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 : -
16.2.1 to terminate the Contract forthwith and 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 payment from the Supplier by way of all amounts owing 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 do not comply with the terms and conditions of the Contract, then the Customer shall be entitled:
8.5.1 To require the Supplier to take action to repair or replace, as appropriate, within seven (7) days of receiving notice to such effect from the Customer in writing (or such longer period as may be specified in such notice) and to agree with the Customer a new date for completing the repair or replacement (as appropriate) as soon as possible; or
8.5.2 at the Customer’s sole discretion, if it is not practicable for the Supplier to comply with Clause 8.5.1 or if the Supplier has failed so to do, to treat the Contract as repudiated by the Licensee Supplier’s breach immediately following notice from the Customer and require the repayment of any part of the Price which has been paid, together with any sums payable under Clause 5.
8.6 On termination other than pursuant to Clause 8.4, title in all Goods paid for by the Customer, whether on or off the Site, shall vest in the Customer.
8.7 Subject to Clause 8.10, if the Works are not executed by the Completion 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 one 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.
8.8 Subject to Clause 8.10, in the event that the Works are not executed within ten (10) weeks of the Completion Date, the Customer may terminate the Contract pursuant to Clause 8.1.
8.9 On termination, the Customer may itself take over the Works or make such arrangements as it considers necessary to have the Works completed otherwise than by the Supplier, who shall thereafter be excluded from further performance of the Works. In such event, the Customer shall cease to be obliged to make any further Version: 013 Xxxx Xxxxxxx Date: 02/2020 Page: 9 of 16 payment under the Contract until the Works are completed. Upon completion of the Works, the Supplier shall pay to the LicensorCustomer an amount calculated as follows:- ((b) + (c)) - (a), where:-
(a) is the Price;
(b) is the certified cost to the Customer of having the remainder of the Works completed plus any loss, damage or other expenses suffered or incurred by the Customer; and/orand
16.2.2 (c) is an amount equal to cancel this Agreement and any order for Products and amount already paid to immediately obtain possession of all the Products delivered but unpaid and to recover from Supplier plus any sum due under Clause 5.
8.10 In the Licensee all damages event that the Licensor may suffer Works are not completed by the Completion Date and such delay is as a result of such cancellation.
16.3 in the event of a breach of the Licensee's obligations occurring as envisaged in clauses 16.1 or 16.2 above, the Licensee shall be obliged immediately to place the Licensor in possession of all Products that have been sold default by the Licensor Customer, then the parties shall in good faith agree a new completion date allowing the Supplier a reasonable time, taking into account all circumstances, to complete the Licensee in terms of this Agreement. If the Licensor in its sole and absolute discretion does not require the Licensee to place it in possession of the Products, the Licensor shall be entitled to within 14 (fourteen) days obtain delivery, at the Licensee’s cost, of the Products to an address notified by the Licensor and/or to place a representative of the Licensor on the premises where the Products are kept in order to protect the rights of the Licensor. In the event of the Licensor not exercising its right to immediately obtain possession of the Products, this shall not be regarded as a waiver of the Licensor's right to call upon the Licensee to place the Licensor in possession of the Products at any time thereafterWorks.
Appears in 2 contracts
Samples: General Conditions of Supply, General Conditions of Supply
BREACH AND TERMINATION. 16.1 18.1 The Parties record that –
18.1.1 the Licensor shall have the right to terminate this Agreement with immediate effect and without prejudice to any other rights and remedies which it may have, upon the occurrence breach of any one or more of the following events (hereinafter called "Default") : -separate agreements so constituted shall be deemed to be a breach of all agreements effected in terms of this Agreement;
16.1.1 if 18.1.2 the Licensee defaults in the performance termination of any individual Service in accordance in accordance with the provisions of its obligations this Agreement will not affect the continuation of any other Services provided in terms of this Agreement, save as provided for in this Agreement terms of clause 4.2; and
18.1.3 each Service may only be terminated in whole (apart from the Default referred and not in part only).
18.2 If a Party –
18.2.1 takes steps to place itself, or is placed, in clause 16.1.2;
16.1.2 if the Licensee fails to make any payment to the Licensor on the due date therefore liquidation, whether voluntarily or within 7 (seven) days thereafter;
16.1.3 the Licensee fails to meet any minimum annual sales targets;
16.1.4 if the Licensee convenes any meeting to consider a resolution for its voluntary winding-up;
16.1.5 if the Licensee commits any act which is an act of insolvency as defined compulsorily, or in the Insolvency Act No 24 of 1936;
16.1.6 if the Licensee is placed into liquidation or placed under judicial management, in either case whether provisionally or finally;
16.1.7 18.2.2 takes steps to de-register itself or is de-registered;
18.2.3 commits a material breach of any provision of this Agreement and fails to remedy the breach within 10 (ten) business days after it receives written notice to do so, provided that –
18.2.3.1 if the Licensee has breach can reasonably be remedied within a judgement granted against it shorter period, the Party giving the notice may specify that shorter period in the notice and allows such judgement to remain unsatisfied for a period of 7 (seven) days;the Party in default shall remedy the breach within that period; or
16.1.8 18.2.3.2 if the Licensee commits any act or omits breach cannot reasonably be remedied within such 10 (ten) business day period, the Party in default shall be entitled to do anything whichan extension, not exceeding a further 10 (ten) business days, to remedy the breach, on condition that the Party in default provides evidence to the sole and absolute discretion reasonable satisfaction of the Licensorother Party within such 10 (ten) business day period that effective steps to remedy the breach have been initiated and continues to provide such evidence on an ongoing basis that the steps are being expeditiously pursued, prejudices the Party shall be in default.
18.3 If a Party is in default (“Defaulting Party”), the other Party (“the Aggrieved Party”) shall be entitled, at its option without prejudice to any other right that it may have under this Agreement or may prejudice at law –
18.3.1 to claim immediate specific performance of any of the rights of the Licensor Defaulting Party’s obligations under this Agreement, its ownership in with or without claiming damages, whether or not such obligation has fallen due for performance and to require the ProductsDefaulting Party to provide security to the satisfaction of the Aggrieved Party for the Defaulting Party’s obligations; or
16.2 18.3.2 to cancel this Agreement, with or without claiming damages, in the event which case written notice of the Default contemplated cancellation shall be given to the Defaulting Party, and the cancellation shall take effect on the giving of the notice. Neither Party shall be entitled to cancel this Agreement unless the breach is a material breach. A breach will be deemed to be a material breach if –
18.3.2.1 it is capable of being remedied, but is not so remedied within the Notice Period; or
18.3.2.2 it is incapable of being remedied or is not remedied within the Notice Period, and payment in money will compensate for such breach but such payment is not made within the Notice Period.
18.4 The Parties agree that any costs awarded will be recoverable on an attorney-and-own-client scale unless the Court specifically determines that such scale shall not apply, in which event the costs will be recoverable in accordance with the High Court tariff, determined on an attorney-and-client scale.
18.5 The Aggrieved Party’s remedies in terms of this clause 16.1, the Licensor shall in addition and 18 are without prejudice to any other remedies to which it the Aggrieved Party may have in terms of this Agreement be entitled : -
16.2.1 forthwith and without notice to claim payment of all amounts owing by the Licensee to the Licensor; and/or
16.2.2 to cancel this Agreement and any order for Products and to immediately obtain possession of all the Products delivered but unpaid and to recover from the Licensee all damages that the Licensor may suffer as a result of such cancellationin law.
16.3 in the event of a breach of the Licensee's obligations occurring as envisaged in clauses 16.1 or 16.2 above, the Licensee shall be obliged immediately to place the Licensor in possession of all Products that have been sold by the Licensor to the Licensee in terms of this Agreement. If the Licensor in its sole and absolute discretion does not require the Licensee to place it in possession of the Products, the Licensor shall be entitled to within 14 (fourteen) days obtain delivery, at the Licensee’s cost, of the Products to an address notified by the Licensor and/or to place a representative of the Licensor on the premises where the Products are kept in order to protect the rights of the Licensor. In the event of the Licensor not exercising its right to immediately obtain possession of the Products, this shall not be regarded as a waiver of the Licensor's right to call upon the Licensee to place the Licensor in possession of the Products at any time thereafter.
Appears in 2 contracts
Samples: Harmony Shared Services Agreement, Shared Services Agreement (Harmony Gold Mining Co LTD)
BREACH AND TERMINATION. 16.1 the Licensor shall have the right to terminate this Agreement with immediate effect and without prejudice to any other rights and remedies which it may have, upon the occurrence of any one or more of the following events (hereinafter called "Default") : -24.1 Should either party:
16.1.1 if the Licensee defaults in the performance of 24.1.1 breach any of its obligations provided for in this Agreement terms hereof (apart from the Default referred to in clause 16.1.2;
16.1.2 if the Licensee including any Statement of Work) and fails to make any payment to the Licensor on the due date therefore or remedy such breach (where capable of remedy) within 7 (seven) days thereafter;
16.1.3 the Licensee fails to meet any minimum annual sales targets;
16.1.4 if the Licensee convenes any meeting to consider a resolution for its voluntary winding-up;
16.1.5 if the Licensee commits any act which is an act of insolvency as defined in the Insolvency Act No 24 of 1936;
16.1.6 if the Licensee is placed into liquidation or placed under judicial management, whether provisionally or finally;
16.1.7 if the Licensee has a judgement granted against it and allows such judgement to remain unsatisfied for a period of 7 (seven) days;
16.1.8 calendar days or if the Licensee commits breach cannot reasonably be remedied within 7 (seven) calendar days, the Party in default shall be entitled to an extension to remedy the breach within such period of time as is agreed between the Parties, on condition that the Party in default provides evidence to the reasonable satisfaction of the party within the 7 (seven) days that effective steps to remedy the breach have been initiated and continues to provide such evidence on an ongoing basis that the steps are being expeditiously pursued; or
24.1.2 be placed in liquidation or under business rescue or business administration (in either case, whether provisionally or finally); or
24.1.3 effect a compromise with its creditors; or
24.1.4 commit any act or omits to do anything which, omission which would be an act of insolvency in the sole and absolute discretion terms of the Licensor, prejudices or may prejudice any of the rights of the Licensor under this Agreement, its ownership in the ProductsInsolvency Act 1986; or
16.2 in the event 24.1.5 fail to satisfy any final judgement against it within 21 days of the Default contemplated in clause 16.1date when it should have become aware of such judgement; the non-defaulting party shall, the Licensor shall in addition and without prejudice to any other remedies which it may otherwise have in terms of the Agreement or at law, subject to the terms and conditions below under this Clause 24, be entitled to terminate this Agreement and/or any Statement of Work or any part of Services under a Statement of Work or claim specific performances, in which event such termination shall be without prejudice to, and shall not constitute a release or waiver of, any claims which the non- defaulting party may have for damages against the defaulting party occasioned by the termination of this Agreement and/or any Statement of Work (as the case may be) in terms of this Clause.
24.2 DigiBlu shall be entitled : -
16.2.1 forthwith and without notice to claim payment of all amounts owing by the Licensee to the Licensor; and/or
16.2.2 to cancel termination this Agreement and or any order for Products and to immediately obtain possession Statement of all Work on sixty ( 60) days written notice where the Products delivered but unpaid and to recover from the Licensee all damages that the Licensor may suffer Dependent Third Party terminates its license or agreement with DigiBlu without reason or as a result of such cancellationany DigiBlu action or omission. Prior to termination DigiBlu shall first consult with the Customer and determine whether an alternative Dependent Third Party can be utilised for the purposes of delivery of the Services.
16.3 in 24.3 Should DigiBlu be obliged to institute legal action against the event of a breach Customer to enforce any provisions of the Licensee's obligations occurring as envisaged Contract Documents, in clauses 16.1 or 16.2 above, the Licensee shall be obliged immediately order to place the Licensor in possession of all Products that have been sold by the Licensor to the Licensee in terms of this Agreement. If the Licensor in its sole and absolute discretion does not require the Licensee to place it in take possession of the ProductsDigiBlu Equipment and / or to collect outstanding monies (undisputed monies) which is in arrears, then the Licensor Customer will be responsible for all legal costs on an attorney and own client basis, including such tracing fees and collection commission which such attorneys are entitled to charge, on successful judgement of the DigiBlu claim. All other legal costs shall be on an attorney own client scale and the party successful in its claim and has obtained judgment shall be entitled to within 14 (fourteen) days obtain delivery, at the Licensee’s cost, of the Products to an address notified by the Licensor and/or to place a representative of the Licensor on the premises where the Products are kept in order to protect the rights of the Licensor. In the event of the Licensor not exercising its right to immediately obtain possession of the Products, this shall not be regarded as a waiver of the Licensor's right to call upon the Licensee to place the Licensor in possession of the Products at any time thereaftersaid costs.
Appears in 2 contracts
Samples: Master Services Agreement, Master Services Agreement
BREACH AND TERMINATION. 16.1 (a) Except as otherwise set forth herein, if the Licensee breaches any of the terms, conditions or provisions of this Agreement relating to its obligations regarding the (i) minimum Royalty Fees; (ii) Trademarks; or (iii) FDA Clearances, and fails to cure such breach within sixty (60) days after receiving written notice thereof by from the Licensor specifying the particulars of the breach, the Licensor shall have the right to terminate this Agreement with immediate effect and without prejudice by giving written notice to any other rights and remedies which it may have, the Licensee (such termination to be effective immediately upon the occurrence giving of any one or more such notice).
(b) The Licensee hereby agrees that the Licensee intends to begin the manufacture and distribution of the following events Licensed Products not later than February 1, 2012 (hereinafter called the "DefaultLaunch Date") : -
16.1.1 ). Failure to begin distribution and sale of the Licensed Products by the Launch Date shall be a breach under this Agreement and the Licensor shall, at its discretion, have the right to terminate this Agreement immediately upon written notice to the Licensee. From and after the first date of distribution and sale of the Licensed Products by the Licensee, if the Licensee defaults in interrupts the performance distribution and sale of any of its obligations provided for in this Agreement (apart from the Default referred to in clause 16.1.2;
16.1.2 if the Licensee fails to make any payment to the Licensor on the due date therefore or within 7 (seven) days thereafter;
16.1.3 the Licensee fails to meet any minimum annual sales targets;
16.1.4 if the Licensee convenes any meeting to consider a resolution for its voluntary winding-up;
16.1.5 if the Licensee commits any act which is an act of insolvency as defined in the Insolvency Act No 24 of 1936;
16.1.6 if the Licensee is placed into liquidation or placed under judicial management, whether provisionally or finally;
16.1.7 if the Licensee has a judgement granted against it and allows such judgement to remain unsatisfied Licensed Products for a period of 7 one hundred and eighty (seven180) days;
16.1.8 if the Licensee commits any act days or omits to do anything which, in the sole and absolute discretion of the Licensor, prejudices or may prejudice any of the rights of the Licensor under this Agreement, its ownership in the Products; or
16.2 in the event of the Default contemplated in clause 16.1more, the Licensor shall have the right, in addition and without prejudice its sole discretion, to any other remedies which it may have in terms of terminate this Agreement be entitled : -
16.2.1 forthwith and without immediately upon written notice to claim payment of all amounts owing the Licensee.
(c) Failure by the Licensee to pay any amounts owed for any order of the Fiber received from the Licensor; and/or
16.2.2 to cancel this Agreement and , or under any order for Products and to immediately obtain possession of all the Products delivered but unpaid and to recover from the Licensee all damages that other agreement between the Licensor may suffer as a result of and the Licensee, when such cancellation.
16.3 in the event of amounts become due and payable, shall be a breach of the Licensee's obligations occurring as envisaged in clauses 16.1 or 16.2 above, the Licensee shall be obliged immediately to place the Licensor in possession of all Products that have been sold by the Licensor to the Licensee in terms of this Agreement. If the Licensee fails to cure such breach within sixty (60) days after receiving written notice thereof from the Licensor in its sole and absolute discretion does not require the Licensee to place it in possession of the Productsconcerning such nonpayment, the Licensor shall be entitled have the right, in its sole discretion, to terminate this Agreement immediately upon written notice to the Licensee.
(d) If the Licensee becomes insolvent, or if a petition for bankruptcy or reorganization is filed by or against it, or if any insolvency proceedings are instituted by or against it under the law of any jurisdiction, or if it makes an assignment for the benefit of its creditors, or is placed in the hands of a receiver, or if it liquidates its business in any manner, then in any such case the Licensor shall have the right to terminate this Agreement by written notice to the Licensee, its receivers, trustees, assignees or other representatives, provided, however, that in the case of involuntary bankruptcy, reorganization or insolvency proceedings, the same shall not constitute a default if defended in good faith by the Licensee and dismissed within 14 thirty (fourteen30) days obtain deliveryfollowing the institution of any such proceedings. If the Licensor terminates this Agreement under the provisions of this paragraph 18(d), at the Licensee’s cost, of its receivers, trustees, assignees or other representatives shall have no right to use, distribute, place in any Advertising Materials or otherwise deal with the Products to an address notified by Trademarks except with and under the Licensor and/or to place a representative of the Licensor on the premises where the Products are kept in order to protect the rights special written consent and instructions of the Licensor. In , which consent may be withheld for any reason.
(e) If the event Licensor becomes insolvent, or if a petition for bankruptcy or reorganization is filed by or against it, or if any insolvency proceedings are instituted by or against it under the law of any jurisdiction, or if it makes an assignment for the benefit of its creditors, or is placed in the hands of a receiver, or if it liquidates its business in any manner, then in any such case the Licensee shall have the right to: (i) retain and enforce its rights under this Agreement, including without limitation under Section 365(n) of the Licensor Bankruptcy Code; (ii) a complete duplicate of (or access to, as appropriate) all licensed materials such as FDA Clearance materials if not exercising its right already in Licensee's possession to immediately obtain possession be promptly delivered to Licensee upon rejection of this Agreement by or on behalf of Licensor; and (iii) continue to commercialize the Licensed Products, and all versions and derivatives thereof to which Licensee would otherwise be entitled under this shall not be regarded as a waiver of the Licensor's right to call upon the Licensee to place the Licensor Agreement in possession of the Products at any time thereafteraccordance with its terms.
Appears in 1 contract
BREACH AND TERMINATION. 16.1 17.1 If the Licensor Client defaults in the due and punctual observe of all or any of its obligations, warranties or covenants under the Agreement or these Terms and Conditions, dies, commits an act of bankruptcy, takes or shall have the right to terminate this Agreement with immediate effect and taken against it any action for its winding up, is placed under official management, administration or receivership, then GSES may without prejudice to any other rights right or remedies it has:
17.1.1 treat as discharged all or any obligation arising from any Agreement;
17.1.2 retain any security given or monies paid by the Client, including the Deposit, and remedies which it may have, upon the occurrence apply this in reduction of any sum of money owed or owing by the Client to GSES; and
17.1.3 take such steps as GSES may deem necessary in its sole discretion to mitigate its damages suffered including the putting to use, sale or disposal of any goods under the Agreement.
17.2 In addition to any other rights under the Agreement, GSES may terminate the Agreement by notice in writing to the Client immediately upon any one or more of the following events (hereinafter called "Default") : -events:
16.1.1 if 17.2.1 Any deliberate and substantial prevention of or interference with the Licensee defaults in provision of the performance of any of its obligations provided for in this Agreement (apart from Services or progress thereof caused by the Default referred to in clause 16.1.2Client whether directly or indirectly;
16.1.2 if 17.2.2 Substantial damage to or interference with the Licensee fails to Works or access thereto by any cause beyond the control of GSES including (but without limiting in any way the generality thereof) water, flood, fire, storm tempest, rioting, earthquake, civil commotion or industrial action;
17.2.3 Any substantial breach of the Agreement or these Terms and Conditions by the Client;
17.2.4 If the Client shall make any payment to assignment for the Licensor on benefit of or enter into any arrangement or composition with its creditors or go into liquidation (whether voluntary or compulsory except for the due date therefore purpose of reconstruction or within 7 (sevenamalgamation) days thereafter;
16.1.3 the Licensee fails to meet any minimum annual sales targets;
16.1.4 if the Licensee convenes any meeting to consider or have a resolution for its voluntary winding-up;
16.1.5 if the Licensee commits any act which is receiver appointed or commit an act of insolvency as defined in bankruptcy or if a sequestration order is made against the Insolvency Act No 24 of 1936Client’s estate;
16.1.6 if 17.2.5 Any failure by the Licensee is placed into liquidation or placed under judicial management, whether provisionally or finally;
16.1.7 if the Licensee has a judgement granted against it and allows such judgement Client to remain unsatisfied for a period of 7 (seven) days;
16.1.8 if the Licensee commits pay any act or omits to do anything which, in the sole and absolute discretion part of the LicensorPrice in accordance with clause 6 herein.
17.3 If the Agreement is terminated:
17.3.1 the Client shall pay GSES for all Services provided by GSES, prejudices all work done by GSES, and all goods or materials used or procured by GSES and properly chargeable to the date of termination; and
17.3.2 GSES may prejudice retain any security given or monies paid by the Client, including the Deposit, and apply this in reduction of the rights any sum of the Licensor under this Agreement, its ownership in the Products; or
16.2 in the event of the Default contemplated in clause 16.1, the Licensor shall in addition and without prejudice to any other remedies which it may have in terms of this Agreement be entitled : -
16.2.1 forthwith and without notice to claim payment of all amounts money owed or owing by the Licensee Client to the Licensor; and/or
16.2.2 GSES pursuant to cancel this Agreement and any order for Products and to immediately obtain possession of all the Products delivered but unpaid and to recover from the Licensee all damages that the Licensor may suffer as a result of such cancellationclause 17.
16.3 in the event of a breach of the Licensee's obligations occurring as envisaged in clauses 16.1 or 16.2 above, the Licensee shall be obliged immediately to place the Licensor in possession of all Products that have been sold by the Licensor to the Licensee in terms of this Agreement. If the Licensor in its sole and absolute discretion does not require the Licensee to place it in possession of the Products, the Licensor shall be entitled to within 14 (fourteen) days obtain delivery, at the Licensee’s cost, of the Products to an address notified by the Licensor and/or to place a representative of the Licensor on the premises where the Products are kept in order to protect the rights of the Licensor. In the event of the Licensor not exercising its right to immediately obtain possession of the Products, this shall not be regarded as a waiver of the Licensor's right to call upon the Licensee to place the Licensor in possession of the Products at any time thereafter.
Appears in 1 contract
Samples: General Agreement
BREACH AND TERMINATION. 16.1 the Licensor 19.1 Moipone shall have the right be entitled, without prejudice to its other rights in law, to forthwith terminate this Agreement with immediate effect agreement at any time by giving written notice to the Municipality to that effect, if -
19.1.1 the Municipality fails to pay the monthly lease payment or any other amount due in terms of this agreement and having been advised in writing, fails to rectify such breach within 14 days, or commits, suffers or permits a breach of any other term of this agreement;
19.1.2 the Municipality commits or suffers or permits any act whereby Moipone’s rights or interests under this agreement or in any vehicle may be prejudiced or in any manner jeopardised.
19.2 Any termination of this agreement in terms of this clause 19 shall be without prejudice to any other rights and remedies which it claim Moipone may have, upon the occurrence have in respect of any one or more prior breach by the Municipality of the following events (hereinafter called "Default") : provisions of this agreement.
19.3 Upon termination of this agreement in terms hereof or otherwise -
16.1.1 if 19.3.1 the Licensee defaults Municipality shall forthwith deliver, at its cost, all vehicles comprising the fleet to Moipone in accordance with the performance return conditions and return arrangements of any of its obligations provided for in this Agreement (apart agreement;
19.3.2 Moipone shall be entitled to recover from the Default referred Municipality forthwith on demand -
19.3.2.1 payment of all monthly lease payments and other charges that are due and payable under this agreement; and
19.3.2.2 all costs and expenses howsoever arising which have been incurred by Moipone in taking possession of the vehicle and/or recovering all amounts due by the Municipality to Moipone in terms of this agreement, including legal costs on the attorney and own client scale and collection commission; and
19.3.2.3 payment of -
19.3.2.3.1 any shortfall or difference which may arise after comparing and/or computing the difference between the market value of the vehicle and the capital balance of the lease as at date of termination.
19.4 If Moipone cancels this agreement pursuant to this breach clause 16.1.2;
16.1.2 if and the Licensee fails Municipality disputes the right to make any payment cancel and continues to retain possession of the Licensor vehicle, the Municipality shall, pending the determination of such dispute, continue to pay to Moipone on the due date therefore or within 7 (seven) days thereafter;
16.1.3 the Licensee fails to meet any minimum annual sales targets;
16.1.4 if the Licensee convenes any meeting to consider a resolution for its voluntary winding-up;
16.1.5 if the Licensee commits any act which is an act of insolvency as defined in the Insolvency Act No 24 of 1936;
16.1.6 if the Licensee is placed into liquidation or placed under judicial management, whether provisionally or finally;
16.1.7 if the Licensee has a judgement granted against it thereof all monthly rentals and allows such judgement to remain unsatisfied for a period of 7 (seven) days;
16.1.8 if the Licensee commits any act or omits to do anything which, in the sole and absolute discretion of the Licensor, prejudices or may prejudice any of the rights of the Licensor other amounts due under this Agreementagreement, its ownership in and the Products; or
16.2 in the event of the Default contemplated in clause 16.1, the Licensor acceptance thereof shall in addition and be without prejudice to Moipone’s rights. If such dispute is determined in favour of Moipone, any other remedies which it may have in terms of this Agreement such payments received shall be entitled : -
16.2.1 forthwith and without notice deemed to claim payment of all be amounts owing paid by the Licensee to the Licensor; and/or
16.2.2 to cancel this Agreement and any order for Products and to immediately obtain possession Municipality on account of all the Products delivered but unpaid and to recover from the Licensee all damages that the Licensor may suffer as a result of such cancellation.
16.3 in the event of a breach suffered by Moipone by reason of the Licensee's obligations occurring as envisaged in clauses 16.1 or 16.2 above, termination of the Licensee shall be obliged immediately to place agreement and/or the Licensor in possession of all Products that have been sold unlawful holding over by the Licensor to the Licensee Municipality in terms of this Agreement. If the Licensor in its sole and absolute discretion does not require the Licensee to place it in possession respect of the Products, the Licensor shall be entitled to within 14 (fourteen) days obtain delivery, at the Licensee’s cost, of the Products to an address notified by the Licensor and/or to place a representative of the Licensor on the premises where the Products are kept in order to protect the rights of the Licensor. In the event of the Licensor not exercising its right to immediately obtain possession of the Products, this shall not be regarded as a waiver of the Licensor's right to call upon the Licensee to place the Licensor in possession of the Products at any time thereaftervehicle.
Appears in 1 contract
Samples: Finance Lease Agreement
BREACH AND TERMINATION. 16.1 7.1 Without prejudice to Clause 7.3 or the Licensor other provisions of this Agreement the Company shall be in breach of the terms of this Agreement if subject to the Manager not being in default of this Agreement , it omits or refuses to , fails or defaults in paying the Management Fees due to the Manager at the times herein provided.
7.2 Without prejudice to Clause 7.3 or the other provisions of this Agreement the Manager shall be in breach of the terms of this Agreement if it omits or refuses to, fails or defaults in complying or meeting its obligations set out herein.
7.3 Should any party (the "defaulting party") :- ---
7.3.1 commit any act of insolvency or bankruptcy as defined in the insolvency or bankruptcy legislation applicable in Malaysia; or
7.3.2 be wound up, whether provisionally or finally and whether compulsorily or voluntarily or be placed under judicial management or have a receiver appointed over the right whole or any part of its assets; or
7.3.3 enter into any arrangement or compromise with any of its creditors; or
7.3.4 be the subject of any resolution passed for its winding up or dissolution or bankruptcy; or
7.3.5 have a judgment given against it/him in any court of law which, if appealable, is not appealed against within the period allowed for the lodging of such an appeal or if not subject to an appeal, remains unsatisfied for a period of sixty (60) days; or
7.3.6 breach any of the terms and conditions of this Agreement;
3.1 to 7.3.5, both inclusive, and in the case of Clause 7.1, 7.2 and sub-Clause 7.
3.6 where the defaulting party has failed to remedy such breach within a period of thirty (30) business days after receipt or deemed receipt of written notice (pursuant to Clause 21) by the Aggrieved party requiring it to do so, to terminate this Agreement with immediate by written notice to that effect given to the defaulting party, which termination shall be effective immediately upon delivery or deemed delivery of the said notice and without prejudice to any other rights and remedies which it may have, upon the occurrence of any one or more of the following events (hereinafter called "Default") : -
16.1.1 if the Licensee defaults in the performance of any of its obligations provided for in this Agreement (apart from the Default referred to in clause 16.1.2;
16.1.2 if the Licensee fails to make any payment to the Licensor on the due date therefore or within 7 (seven) days thereafter;
16.1.3 the Licensee fails to meet any minimum annual sales targets;
16.1.4 if the Licensee convenes any meeting to consider a resolution for its voluntary winding-up;
16.1.5 if the Licensee commits any act which is an act of insolvency as defined in the Insolvency Act No 24 of 1936;
16.1.6 if the Licensee is placed into liquidation or placed under judicial management, whether provisionally or finally;
16.1.7 if the Licensee has a judgement granted against it and allows such judgement to remain unsatisfied for a period of 7 (seven) days;
16.1.8 if the Licensee commits any act or omits to do anything which, in the sole and absolute discretion of the Licensor, prejudices or may prejudice any of the rights of the Licensor under this Agreement, its ownership in the Products; or
16.2 in the event of the Default contemplated in clause 16.1, the Licensor shall in addition and without prejudice to any other remedies which it aggrieved party may have in terms of this Agreement be entitled : -
16.2.1 forthwith and without notice to claim payment of all amounts owing by the Licensee to the Licensor; and/or
16.2.2 to cancel this Agreement and any order for Products and to immediately obtain possession of all the Products delivered but unpaid and to recover from the Licensee all damages that the Licensor may suffer as a result of such cancellationat law.
16.3 in the event of a breach of the Licensee's obligations occurring as envisaged in clauses 16.1 or 16.2 above, the Licensee shall be obliged immediately to place the Licensor in possession of all Products that have been sold by the Licensor to the Licensee in terms of this Agreement. If the Licensor in its sole and absolute discretion does not require the Licensee to place it in possession of the Products, the Licensor shall be entitled to within 14 (fourteen) days obtain delivery, at the Licensee’s cost, of the Products to an address notified by the Licensor and/or to place a representative of the Licensor on the premises where the Products are kept in order to protect the rights of the Licensor. In the event of the Licensor not exercising its right to immediately obtain possession of the Products, this shall not be regarded as a waiver of the Licensor's right to call upon the Licensee to place the Licensor in possession of the Products at any time thereafter.
Appears in 1 contract
Samples: Management Agreement (Secured Digital Applications Inc)
BREACH AND TERMINATION. 16.1 the (a) Licensor shall have the right to terminate this Agreement with immediate effect and without prejudice immediately by written notice to any other rights and remedies which it may have, upon the occurrence of any one or more of the following events (hereinafter called "Default") : -
16.1.1 if the Licensee defaults in the performance event that:
(i) Licensee uses any unapproved artwork or promotional materials after receipt of any of its obligations provided for in this Agreement (apart from the Default referred to in clause 16.1.2written notice;
16.1.2 if the (ii) Licensee fails to make any payment to the Licensor on the due date therefore or payments set forth in Paragraph 4 hereof within 7 ten (seven10) days thereafterafter receipt of written notice;
16.1.3 (iii) Licensee assigns or sublicense its rights hereunder, except as permitted in Paragraph 20 hereof;
(iv) any governmental agency finds that any of the Licensed Products are defective or unsafe in any way and Licensee is unable to bring such Licensed Products into compliance within sixty (60) days from receipt of notice from any governmental agency (ies). As an alternative, Licensee may agree to destroy and no longer produce such products;
(v) Licensee fails to maintain the insurance required by Paragraph 13(c) and does not obtain such insurance within five (5) business days after receipt of written notice;
(vi) Licensee is adjudicated bankrupt, becomes insolvent, makes any assignment for the benefit of its creditors, has its assets placed in the hands of a receiver, files a petition in bankruptcy, has filed against it a petition in bankruptcy which is not discharged within sixty (60) days after its filing, or is dissolved or liquidated (in which case, Licensee, its receivers, representatives, trustees, agents, or successors shall have no right to sell, exploit or in any way deal with the Licensed Products, except in accordance with the written consent and instructions of Licensor);
(vii) the Licensee fails to meet any minimum annual sales targetshave the Manufacturer's Agreement, Exhibit A hereto, executed as required by Paragraph 7(a) hereof within thirty (30) days of Licensee notifying Licensor of the name and address of such manufacturer; or
(viii) the Licensed Products are found to be manufactured by manufacturers who violate the "Child Labor", "Involuntary Labor" and "Coercion and Harassment" standards contained in the Code of Conduct;
16.1.4 if (ix) more than two (2) Manufacturer's Agreements are terminated in any twelve (12) month period by Licensor for the Licensee convenes any meeting manufacturer's failure to consider a resolution for its voluntary winding-uppass compliance inspections as referenced in Paragraph 7 (d) hereof;
16.1.5 (x) Licensee takes any action that brings the Licensed Products in public disrepute.
(b) If either party hereto is in material breach of any terms and conditions of this Agreement other than as set forth in subparagraph (a), and such party fails to cure the breach within fifteen (15) days after the date of receipt of written notice from the other party advising of the nature of such breach, or if either party breaches a provision of this Agreement after being notified in writing of a previous breach of the Licensee commits any act which is an act of insolvency as defined same provision in the Insolvency Act No 24 same calendar year (whether the first breach was cured or not), then the party not in default shall have the right to terminate this Agreement forthwith by written notice to the party in breach.
(c) In the event of 1936;a termination by Licensor pursuant to subparagraph (a) or (b) hereof, all unpaid Advances and Minimum Guarantees shall be immediately due and payable.
16.1.6 if (d) Except as provided in subparagraph (g) below, upon the termination or expiration of this Agreement, Licensee is placed into liquidation agrees to immediately and permanently discontinue the manufacture, sale and distribution of the Licensed Products, and to immediately and permanently discontinue use of the Property, including any adaptations thereof or placed under judicial management, whether provisionally or finally;
16.1.7 if the Licensee has a judgement granted against it and allows such judgement to remain unsatisfied for a period of 7 (seven) days;
16.1.8 if the Licensee commits any act or omits to do anything which, designs made by others in the sole and absolute discretion same style, which it is granted the right to use by virtue of this Agreement.
(e) Termination of this Agreement pursuant to this Paragraph shall be without prejudice to any rights which either party may have against the other party hereto.
(f) Subject to subparagraph (g) below, Licensee hereby acknowledges that its failure to cease the manufacture, sale or distribution of the Licensor, prejudices Licensed Products upon the termination or may prejudice any expiration of this Agreement will result in damage to Licensor and to the rights of the Licensor under this Agreementany subsequent licensee for which there is no adequate remedy at law; accordingly, its ownership in the Products; or
16.2 in the event of the Default contemplated in clause 16.1such failure, the Licensor shall be entitled to equitable relief by way of temporary and permanent injunctions and such other relief as any court of competent jurisdiction may deem just and proper.
(g) Provided Licensee is not in addition and without prejudice to any other remedies which it may have in terms breach of this Agreement be entitled : -
16.2.1 forthwith and without notice to claim payment of all amounts owing provided the inventory statements as described herein below in this Paragraph 15(g) are supplied by the Licensee to the Licensor; and/or
16.2.2 to cancel this Agreement and any order for Products and to immediately obtain possession of all the Products delivered but unpaid and to recover from the Licensee all damages that the Licensor may suffer as a result of such cancellation.
16.3 , in the event of expiration or termination of this Agreement, except for a breach termination by Licensor pursuant to subparagraphs (a) or (b) hereof, after the date of the Licensee's obligations occurring as envisaged in clauses 16.1 expiration or 16.2 above, the termination Licensee shall be obliged immediately have the nonexclusive right, for the Sell-Off Period indicated in Paragraph 5, to place the Licensor promote, advertise, sell and distribute Licensed Products in possession inventory remaining unsold as of all Products that have been sold by the Licensor said date of expiration or termination pursuant to the Licensee in terms of this Agreement. If Inventory statements of all Licensed Products on hand at the time the statements are issued, must be furnished to Licensor in its sole within ninety (90) days and absolute discretion does not require thirty (30) days prior to the date of expiration, or thirty (30) days after the date of termination, and must be certified to be true and correct. During the Sell-Off Period, Licensee shall continue to place it in possession adhere to all provisions of the Productsthis Agreement, the Licensor including without limitation payment of Royalties and Licensee shall be entitled to within 14 sell the inventory of Licensed Products remaining at no more than a 25% discount from its pre-established wholesale price point for each Product. Licensee shall monitor its production so as not to manufacture Licensed Products during the Sell-Off Period except to the extent of on-hand component inventory, and shall monitor its inventory position to minimize sales of Licensed Products during the Sell-Off Period. Licensee shall not excessively or unnecessarily build up its inventory of Licensed Products prior to the expiration or termination of this Agreement and Licensee shall only complete the manufacture of on-hand component inventory if such components relate solely to the Property and are not generic components.
(fourteenh) days obtain deliveryUpon the expiration or termination of this Agreement for whatever reason, at or the Licensee’s costexpiration of any Sell-Off Period, if applicable, Licensee shall immediately either return to Licensor or destroy its remaining inventory of the Licensed Products as well as any dies, molds, negatives, plates, or other articles or implements from which the Property can be perceived or produced, other than those which have been rented by Licensor to an address notified by the Licensor and/or Licensee which must be returned intact to place a representative of the Licensor on the premises where the Products are kept in order to protect the rights of the Licensor. In the event of destruction, Licensee shall furnish to Licensor a certificate of such destruction, and Licensor shall have the Licensor not exercising right, at its right election, to immediately obtain possession of the Products, this shall not be regarded as have a waiver of the Licensor's right to call upon the Licensee to place the Licensor in possession of the Products at representative selected by it observe any time thereaftersuch destruction.
Appears in 1 contract
BREACH AND TERMINATION. 16.1 the The Licensor shall have the right to terminate this Agreement with immediate effect and without prejudice to any other rights and remedies which it may have, upon the occurrence of any one or more of the following events (hereinafter called "Default") : -
16.1.1 if the Licensee defaults in the performance of any of its obligations provided for in this Agreement (apart from the Default referred to in clause 16.1.2);
16.1.2 if the Licensee fails to make any payment to the Licensor on the due date therefore or within 7 (seven) days thereafter;
16.1.3 the Licensee fails to meet any minimum annual sales targets;
16.1.4 if the Licensee convenes any meeting to consider a resolution for its voluntary winding-up;
16.1.5 if the Licensee commits any act which is an act of insolvency as defined in the Insolvency Act No 24 of 1936;
16.1.6 if the Licensee is placed into liquidation or placed under judicial management, whether provisionally or finally;
16.1.7 if the Licensee has a judgement granted against it and allows such judgement to remain unsatisfied for a period of 7 (seven) days;
16.1.8 if the Licensee commits any act or omits to do anything which, in the sole and absolute discretion of the Licensor, prejudices or may prejudice any of the rights of the Licensor under this Agreement, its ownership in the Products; or
16.2 in In the event of the Default contemplated in clause 16.1, the Licensor shall in addition and without prejudice to any other remedies which it may have in terms of this Agreement be entitled : -
16.2.1 forthwith and without notice to claim payment of all amounts owing by the Licensee to the Licensor; and/or
16.2.2 to cancel this Agreement and any order for Products and to immediately obtain possession of all the Products delivered but unpaid and to recover from the Licensee all damages that the Licensor Licensee may suffer as a result of such cancellation.
16.3 in In the event of a breach of the Licensee's obligations occurring as envisaged in clauses 16.1 or 16.2 above, the Licensee shall be obliged immediately to place the Licensor in possession of all Products that have been sold by the Licensor to the Licensee in terms of this Agreement. If the Licensor in its sole and absolute discretion does not require the Licensee to place it in possession of the Products, the Licensor shall be entitled to within 14 (fourteen) days obtain delivery, at the Licensee’s cost, of the Products to an address notified by the Licensor and/or to place a representative of the Licensor on the premises where the Products are kept in order to protect the rights of the Licensor. In the event of the Licensor not exercising its right to immediately obtain possession of the Products, this shall not be regarded as a waiver of the Licensor's right to call upon the Licensee to place the Licensor in possession of the Products at any time thereafter.
Appears in 1 contract
Samples: Memorandum of Agreement
BREACH AND TERMINATION. 16.1 10.1 If the Licensor shall have Subscriber:
10.1.1 fails to pay any amount under this Contract on the right due date; or
10.1.2 fails to carry out or perform any of its contractual obligations or breaches any term or condition of this Contract; or
10.1.3 in Netstar’s reasonable opinion raises false alarms or abuses the Netstar Service; then Netstar may immediately suspend its obligations under this Contract or simultaneously therewith or thereafter terminate this Agreement with immediate effect and Contract without notice to the Subscriber.
10.2 Any suspension or termination will be without prejudice to any other rights rights, which Netstar may then have in law, including:
10.2.1 the right to claim from the Subscriber an early termination fee, where the Contract is terminated within the Initial Period;
10.2.2 the right to immediately recover ownership and remedies which it may have, upon the occurrence of any one or more possession of the following events (hereinafter called "Default") : -Equipment, at the Subscriber’s risk and expense where the Contract is terminated within the Initial Period;
16.1.1 if 10.2.3 the Licensee defaults in the performance of any of its obligations provided for in this Agreement (apart right to demand from the Default referred Subscriber, all amounts payable, by the Subscriber to in clause 16.1.2;
16.1.2 if Netstar under the Licensee fails to make any payment to the Licensor on the due date therefore or within 7 (seven) days thereafter;
16.1.3 the Licensee fails to meet any minimum annual sales targets;
16.1.4 if the Licensee convenes any meeting to consider a resolution for its voluntary winding-up;
16.1.5 if the Licensee commits any act which is an act of insolvency as defined in the Insolvency Act No 24 of 1936;
16.1.6 if the Licensee is placed into liquidation or placed under judicial management, whether provisionally or finally;
16.1.7 if the Licensee has a judgement granted against it and allows such judgement to remain unsatisfied for a period of 7 (seven) days;
16.1.8 if the Licensee commits any act or omits to do anything which, in the sole and absolute discretion of the Licensor, prejudices or may prejudice any of the rights of the Licensor under this Agreement, its ownership in the ProductsContract; or
16.2 in 10.2.4 the event of the Default contemplated in clause 16.1, the Licensor shall in addition and without prejudice right to claim any other remedies damages from the Subscriber, which it may have incurred in law in consequence of the Subscriber’s breach.
10.3 Upon termination of this Contract for any reason all amounts payable by the Subscriber to Netstar will become due and payable and where the Contract is terminated prior to the expiry of the Initial Period, the Subscriber will also be liable to pay an early termination fee as set out in clause 10.2.1.
10.4 Where Netstar has to recover the Equipment in terms of this Agreement be entitled : -
16.2.1 forthwith and without notice clause, the Subscriber will do all things reasonably necessary to claim payment of all amounts owing by enable Netstar’s authorised representative to collect the Licensee to the Licensor; and/or
16.2.2 to cancel this Agreement and any order for Products and to immediately obtain possession of all the Products delivered but unpaid and to recover from the Licensee all damages that the Licensor may suffer as a result of such cancellationEquipment.
16.3 in 10.5 Where Netstar has to use the event services of a breach debt collector or attorney to successfully enforce any provisions of the Licensee's obligations occurring as envisaged in clauses 16.1 or 16.2 aboveContract, then the Licensee shall be obliged immediately to place Subscriber will bear the Licensor in possession of all Products that have been sold costs incurred by the Licensor to the Licensee in terms of this Agreement. If the Licensor in its sole Netstar, including legal fees, on an attorney and absolute discretion does not require the Licensee to place it in possession of the Products, the Licensor shall be entitled to within 14 (fourteen) days obtain delivery, at the Licensee’s cost, of the Products to an address notified by the Licensor and/or to place a representative of the Licensor on the premises where the Products are kept in order to protect the rights of the Licensor. In the event of the Licensor not exercising its right to immediately obtain possession of the Products, this shall not be regarded as a waiver of the Licensor's right to call upon the Licensee to place the Licensor in possession of the Products at any time thereafterclient basis.
Appears in 1 contract
Samples: Subscriber Agreement
BREACH AND TERMINATION. 16.1 13.1 If Licensee breaches in any material way any material provision of this Agreement, Licensee will be deemed to be in default under this Agreement. In such event, Licensee will have 30 days from the date of Licensor's or Master Licensee's notice setting forth with specificity such default to Licensee in which to commence to cure such default. If Licensee fails to commence to cure such default to Licensor's reasonable satisfaction within the cure period, Licensor will be entitled to exercise all rights against Licensee at law or equity, but not including termination, which can only be effected pursuant to Section 13.2. Master Licensee shall have the right to terminate this Agreement remedies as set forth in the Master License Agreement.
13.2 This agreement can only be terminated by Licensor if Licensee willfully or recklessly commits or authorizes any act in connection with immediate effect and without prejudice to any other rights and remedies which it may havethe advertising, upon the occurrence of any one sale, distribution, or more promotion of the following events (hereinafter called "Default") : -
16.1.1 if Licensed Products that has a material adverse effect on the Licensee defaults in the performance value of any of its obligations provided for in this Agreement (apart from the Default referred to in clause 16.1.2;
16.1.2 Licensed Marks, and if the Licensee fails to make commence to cure such material adverse effect to Licensor's reasonable satisfaction within 30 days of receipt of Licensor's notice setting forth with specificity such acts and such material adverse effect.
13.3 Upon termination of this Agreement pursuant to Section 13.2, this License will automatically revert to Licensor, and Licensee will thereafter immediately cease and refrain from using in any payment way the Licensed Marks or any confusingly similar name or xxxx.
13.4 Upon the expiration or termination of this Agreement, Licensee will have the limited right to sell and distribute its remaining inventory of Licensed Products and/or complete and distribute its work in process of Licensed Products which existed as of the Licensor on the due date therefore or within 7 (seven) days thereafter;
16.1.3 the Licensee fails to meet any minimum annual sales targets;
16.1.4 if the Licensee convenes any meeting to consider a resolution for its voluntary winding-up;
16.1.5 if the Licensee commits any act which is an act of insolvency as defined in the Insolvency Act No 24 of 1936;
16.1.6 if the Licensee is placed into liquidation or placed under judicial management, whether provisionally or finally;
16.1.7 if the Licensee has a judgement granted against it and allows such judgement to remain unsatisfied expiration for a period of 7 ninety (seven90) days;
16.1.8 if days following the Licensee commits any act or omits to do anything which, in the sole and absolute discretion of the Licensor, prejudices or may prejudice any of the rights of the Licensor under this Agreement, its ownership in the Products; or
16.2 in the event of the Default contemplated in clause 16.1, the Licensor shall in addition and without prejudice to any other remedies which it may have in terms of this Agreement be entitled : -
16.2.1 forthwith and without notice to claim payment of all amounts owing by the Licensee to the Licensor; and/or
16.2.2 to cancel this Agreement and any order for Products and to immediately obtain possession of all the Products delivered but unpaid and to recover from the Licensee all damages that the Licensor may suffer as a result of such cancellationexpiration date.
16.3 in the event of a breach of the Licensee's obligations occurring as envisaged in clauses 16.1 13.5 Both Parties agree that Licensor or 16.2 above, the Licensee shall will be obliged immediately to place the Licensor in possession of all Products that have been sold by the Licensor to the Licensee in terms irreparably harmed and money damages would be inadequate compensation if either breaches any provision of this Agreement. If Accordingly, in addition to any other right or remedy available to it, Licensor or Licensee, as the Licensor in its sole and absolute discretion does not require the Licensee to place it in possession of the Productscase may be, the Licensor shall will be entitled to within 14 (fourteen) days obtain delivery, at the Licensee’s cost, an injunction restraining any breach or threatened breach of the Products to an address notified this Agreement by the Licensor and/or other and to place a representative specific performance of any provision of this Agreement, and in either case no bond or other security will be required in connection therewith, and Licensee or Licensor, as the Licensor on case may be, hereby consents to the premises where issuance of any such injunction and to the Products are kept in order to ordering of specific performance. This Section 13.5 and all other provisions of this Agreement that protect the rights Licensed Marks will survive any termination or expiration of the Licensor. In the event of the Licensor not exercising its right to immediately obtain possession of the Products, this shall not be regarded as a waiver of the Licensor's right to call upon the Licensee to place the Licensor in possession of the Products at any time thereafterAgreement.
Appears in 1 contract
BREACH AND TERMINATION. 16.1 the Licensor shall have the right to The LICENSOR may terminate this Agreement with immediate effect and without prejudice Agreement, either wholly or in part, by written notice to any other rights and remedies which it may have, upon the occurrence of LICENSEE if any one or more of the following events occur:
(hereinafter called "Default"i) : -
16.1.1 if the Licensee defaults LICENSEE is in the performance material breach of any of its obligations provided for in terms of this Agreement (apart from Agreement, and in the Default referred to in clause 16.1.2;
16.1.2 if the Licensee case of a remediable breach, fails to make any payment to the Licensor on the due date therefore or remedy that breach within 7 (seven) work days thereafterof receipt of a notice requiring that the breach be remedied;
16.1.3 (ii) the Licensee fails to meet any minimum annual sales targets;
16.1.4 if the Licensee convenes any meeting to consider a resolution for its voluntary winding-up;
16.1.5 if the Licensee LICENSEE commits any act which is an act of insolvency as defined in the Insolvency Act No 24 of 1936;
16.1.6 if the Licensee insolvency, is placed into liquidation or placed under judicial management, or be placed in liquidation (whether provisionally or finally); compromises with any of its creditors or endeavours or attempts to do so;
16.1.7 if (iii) the Licensee has a judgement granted against it and allows such judgement LICENSEE does or suffers to remain unsatisfied for a period of 7 (seven) days;
16.1.8 if be done anything which might prejudice the Licensee commits any act or omits to do anything which, in the sole and absolute discretion of the Licensor, prejudices or may prejudice any of the LICENSOR’s rights of the Licensor under this Agreement, its ownership or which might cause the LICENSOR to suffer any loss or damage; in the Productscase of the LICENSEE ,
(iv) the LICENSEE allows the Software to be seized under any legal process issued against it; or
16.2 in (v) the event LICENSEE ceases or threatens to cease to carry on business and suspends payment of all or substantially all of its debts or is unable to pay its debts as and when they fall due. This Agreement shall be terminated upon conclusion of the Default contemplated duration of the Maintenance and Support services as provided for in clause 16.1APPENDIX B & D and/or the SOFTWARE LICENSE RENTAL AGREEMENT in APPENDICES C, the Licensor E, F & G. Termination of this Agreement pursuant to any provision of this CLAUSE 15 shall in addition and be without prejudice to the rights of either Party arising in respect of any other remedies which it may have in breach of this Agreement at any time prior to termination, to either claim specific performance of the terms of this Agreement be entitled : -
16.2.1 forthwith and without notice to claim payment of all amounts owing by the Licensee to the Licensor; and/or
16.2.2 Agreement, or to cancel this Agreement forthwith and any order for Products claim and to immediately obtain possession of all the Products delivered but unpaid and to recover damages from the Licensee all damages that the Licensor defaulting Party to which it may suffer as a result of such cancellation.
16.3 in the event of a breach of the Licensee's obligations occurring as envisaged in clauses 16.1 or 16.2 above, the Licensee shall be obliged immediately to place the Licensor in possession of all Products that have been sold by the Licensor to the Licensee entitled in terms of this Agreement. If Within 5 (five) work days after the Licensor date of termination of this Agreement, the LICENSEE shall, in its sole and absolute discretion does not require accordance with the Licensee to place it in possession written instructions of the ProductsLICENSOR, either
(i) return to the Licensor LICENSOR or
(ii) destroy the original and all installed copies of the Software and User Documentation, failing which the LICENSOR shall be entitled to within 14 (fourteen) days obtain delivery, at immediately destroy the LicenseeSoftware remotely and end the LICENSEE ’s cost, of the Products access to an address notified by the Licensor and/or to place a representative of the Licensor on the premises where the Products are kept in order to protect the rights of the Licensor. In the event of the Licensor not exercising its right to immediately obtain possession of the Products, this shall not be regarded as a waiver of the Licensor's right to call upon the Licensee to place the Licensor in possession of the Products at any time thereafter“previously” licensed software component.
Appears in 1 contract
Samples: Software License Agreement
BREACH AND TERMINATION. 16.1 the Licensor 20.1. This Agreement shall have the right to terminate this Agreement with immediate effect and all rights and obligations of the Parties under this Agreement shall, subject to clause 20.2, cease forthwith in the event of any of the following occurring:
20.1.1. upon written notice by IAB to Bell Equipment if the Bell Equipment Independent Board intends to withdraw or modify its recommendation to the Bell Equipment Shareholders in respect of the IAB Offer or if the recommendation has not yet been made, that the Bell Equipment Independent Board will not recommend the IAB Offer to the Bell Equipment Shareholders;
20.1.2. upon written notice by Bell Equipment to IAB if Bell Equipment has received a Superior Proposal, and, after following the process set out in clause 22.1 of this Agreement, such Superior Proposal continues to be a Superior Proposal when compared to the new Scheme Consideration and/or other terms contemplated in clause 22.1.2;
20.1.3. if any Scheme Condition which may be waived by IAB becomes incapable of fulfilment, and IAB notifies Bell Equipment in writing that IAB will not waive that Scheme Condition; or
20.1.4. if all the Scheme Conditions have not been fulfilled or waived, on or before the relevant date/s for fulfilment or waiver and/or Bell Equipment and IAB have signed a confirmation that it has not been so terminated and shall not be so terminated.
20.2. Neither Party shall be entitled to terminate or otherwise cancel this Agreement or the Scheme after the Scheme Implementation Date. Accordingly, if any provision set out in clause 20.1 provides for a remedy period, and the Scheme Implementation Date occurs before the expiry of such remedy period, the remedy period shall expire on the Scheme Implementation Date, even if that results in there being no remedy period. Save for precluding a Party from terminating or otherwise cancelling this Agreement after the Scheme Implementation Date, the provisions of this clause 20.2 are without prejudice to any such other rights and remedies which it as a Party may havehave in law, upon including the occurrence rights to claim damages or to seek specific performance.
20.3. Termination of any one or more of the following events (hereinafter called "Default") : -
16.1.1 if the Licensee defaults in the performance of any of its obligations provided for in this Agreement (apart from the Default referred to in clause 16.1.2;
16.1.2 if the Licensee fails to make any payment shall be without prejudice to the Licensor on the due date therefore or within 7 (seven) days thereafter;
16.1.3 the Licensee fails rights of either Party that may have arisen prior to meet any minimum annual sales targets;
16.1.4 if the Licensee convenes any meeting to consider a resolution for its voluntary winding-up;
16.1.5 if the Licensee commits any act which is an act of insolvency as defined in the Insolvency Act No 24 of 1936;
16.1.6 if the Licensee is placed into liquidation or placed under judicial managementtermination, whether provisionally or finally;
16.1.7 if the Licensee has a judgement granted against it and allows such judgement to remain unsatisfied for a period of 7 (seven) days;
16.1.8 if the Licensee commits any act or omits to do anything which, in the sole and absolute discretion of the Licensor, prejudices or may prejudice any of and/or the rights of the Licensor under other Party to bring any other claim or action available at law against the other Party arising from a breach of this Agreement.
20.4. For the avoidance of doubt, its ownership in if a Party (the Products; or
16.2 in "Defaulting Party") commits any breach of this Agreement and fails to remedy such breach within 10 (ten) Business Days (the event "Notice Period") of written notice requiring the breach to be remedied by the expiry of the Default contemplated in clause 16.1Notice Period, then the Licensor shall in addition Party giving the notice will be entitled, but not obliged, and without prejudice to any other remedies to which the Aggrieved Party may be entitled in law, to claim immediate specific performance by the Defaulting Party of the obligations which it has breached, with or without claiming damages, provided that no Party may have in terms of terminate this Agreement be entitled : -
16.2.1 forthwith and without notice to claim payment of all amounts owing by the Licensee to the Licensor; and/or
16.2.2 to cancel this Agreement and any order for Products and to immediately obtain possession of all the Products delivered but unpaid and to recover from the Licensee all damages that the Licensor may suffer as a result of such cancellationbreach or a failure to remedy such breach.
16.3 in the event of a breach of the Licensee's obligations occurring as envisaged in clauses 16.1 or 16.2 above, the Licensee shall be obliged immediately to place the Licensor in possession of all Products that have been sold by the Licensor to the Licensee in terms of this Agreement. If the Licensor in its sole and absolute discretion does not require the Licensee to place it in possession of the Products, the Licensor shall be entitled to within 14 (fourteen) days obtain delivery, at the Licensee’s cost, of the Products to an address notified by the Licensor and/or to place a representative of the Licensor on the premises where the Products are kept in order to protect the rights of the Licensor. In the event of the Licensor not exercising its right to immediately obtain possession of the Products, this shall not be regarded as a waiver of the Licensor's right to call upon the Licensee to place the Licensor in possession of the Products at any time thereafter.
Appears in 1 contract
Samples: Implementation Agreement
BREACH AND TERMINATION. 16.1 a. Except as otherwise set forth herein, if the Licensee breaches any of the terms, conditions or provisions of this Agreement and fails to cure such breach within ten (10) days after receiving written notice thereof by from the Licensor specifying the particulars of the breach, the Licensor shall have the right to terminate this Agreement with immediate effect and without prejudice by giving written notice to any other rights and remedies which it may have, the Licensee (such termination to be effective immediately upon the occurrence giving of any one or more of the following events (hereinafter called "Default") : -such notice).
16.1.1 if the Licensee defaults in the performance of any of its obligations provided for in this Agreement (apart from the Default referred to in clause 16.1.2;
16.1.2 if the Licensee fails to make any payment to the Licensor on the due date therefore or within 7 (seven) days thereafter;
16.1.3 the Licensee fails to meet any minimum annual sales targets;
16.1.4 if the Licensee convenes any meeting to consider a resolution for its voluntary winding-up;
16.1.5 if the Licensee commits any act which is an act of insolvency as defined in the Insolvency Act No 24 of 1936;
16.1.6 if the Licensee is placed into liquidation or placed under judicial management, whether provisionally or finally;
16.1.7 if the Licensee has a judgement granted against it and allows such judgement to remain unsatisfied for a period of 7 (seven) days;
16.1.8 if the Licensee commits any act or omits to do anything which, in the sole and absolute discretion of the Licensor, prejudices or may prejudice any of the rights of the Licensor under this Agreement, its ownership in the Products; or
16.2 in the event of the Default contemplated in clause 16.1, the Licensor shall in addition and without prejudice to any other remedies which it may have in terms of this Agreement be entitled : -
16.2.1 forthwith and without notice to claim payment of all amounts owing b. Failure by the Licensee to pay any amounts owed for any order of the Fiber received from the Licensor; and/or
16.2.2 to cancel this Agreement and , or under any order for Products and to immediately obtain possession of all the Products delivered but unpaid and to recover from the Licensee all damages that other agreement between the Licensor may suffer as a result of and the Licensee, when such cancellation.
16.3 in the event of amounts become due and payable, shall be a breach of the Licensee's obligations occurring as envisaged in clauses 16.1 or 16.2 above, the Licensee shall be obliged immediately to place the Licensor in possession of all Products that have been sold by the Licensor to the Licensee in terms of this Agreement. If the Licensee fails to cure such breach within ten (10) days after receiving written notice thereof from the Licensor in its sole and absolute discretion does not require the Licensee to place it in possession of the Productsconcerning such nonpayment, the Licensor shall be entitled have the right, in its sole discretion, to terminate this Agreement immediately upon written notice to the Licensee.
c. If the Licensee becomes insolvent, or if a petition for bankruptcy or reorganization is filed by or against it, or if any insolvency proceedings are instituted by or against it under the law of any jurisdiction, or if it makes an assignment for the benefit of its creditors, or is placed in the hands of a receiver, or if it liquidates its business in any manner, then in any such case the Licensor shall have the right to terminate this Agreement by written notice to the Licensee, its receivers, trustees, assignees or other representatives, provided, however, that in the case of involuntary bankruptcy, reorganization or insolvency proceedings, the same shall not constitute a default if defended in good faith by the Licensee and dismissed within 14 thirty (fourteen30) days obtain deliveryfollowing the institution of any such proceedings. If the Licensor terminates this Agreement under the provisions of this paragraph 16(d), at the Licensee’s cost, of its receivers, trustees, assignees or other representatives shall have no right to use, distribute, place in any Advertising Materials or otherwise deal with the Products to an address notified by Trademarks except with and under the Licensor and/or to place a representative of the Licensor on the premises where the Products are kept in order to protect the rights special written consent and instructions of the Licensor. In the event of the Licensor not exercising its right to immediately obtain possession of the Products, this shall not which consent may be regarded as a waiver of the Licensor's right to call upon the Licensee to place the Licensor in possession of the Products at withheld for any time thereafterreason.
Appears in 1 contract
Samples: License Agreement (NMI Health, Inc.)
BREACH AND TERMINATION. 16.1 the (a) Licensor shall have the right to terminate this Agreement with immediate effect and without prejudice immediately by written notice to any other rights and remedies which it may have, upon the occurrence of any one or more of the following events (hereinafter called "Default") : -
16.1.1 if the Licensee defaults in the performance event that
(i) Licensee uses any unapproved artwork or promotional materials or sells or distributes or authorizes the sale or distribution of any of its obligations provided for in this Agreement (apart from Licensed Products outside the Default referred to in clause 16.1.2Territory;
16.1.2 if the (ii) Licensee fails to make any payment set forth in Section 4 hereof and does not cure same within *********** of notice of default;
(iii) Licensee attempts to assign or sublicense its rights hereunder, except as permitted in Section 18 hereof;
(iv) any governmental agency finds that any of the Licensed Products are contaminated, defective or unsafe in any way or Licensor believes in its reasonable judgment that Licensor may be negatively impacted in publicity relating to the Licensor on the due date therefore or within 7 (seven) days thereafterLicensee Product;
16.1.3 the (v) Licensee fails to meet maintain the insurance required by Section 11; or
(vi) Licensee is adjudicated bankrupt, becomes insolvent, makes any minimum annual sales targetsassignment for the benefit of its creditors, has its assets placed in the hands of a receiver, files a petition in PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. bankruptcy, has filed against it a petition in bankruptcy which is not discharged within sixty (60) days after its filing, or is dissolved or liquidated (in which case, Licensee, its receivers, representatives, trustees, agents, or successors shall have no right to sell, exploit or in any way deal with the Licensed Products, except in accordance with the written consent and instructions of Licensor);
16.1.4 (vii) Licensee or any third party manufacturer fails to comply with the requirements of Section 15 hereof.
(b) If either party hereto is in material breach of any terms and conditions of this Agreement other than as set forth in subsection (a), and such party fails to cure the breach within fifteen (15) days after the date of receipt of written notice from the other party advising of the nature of such breach; or if either party breaches a provision of this Agreement after being notified in writing of a previous breach of the Licensee convenes any meeting to consider a resolution for its voluntary winding-up;
16.1.5 if the Licensee commits any act which is an act of insolvency as defined same provision in the Insolvency Act No 24 same calendar year (whether the first breach was cured or not); then the party not in default shall have the right to terminate this Agreement forthwith by written notice to the party in breach.
(c) In the event of 1936;a termination by Licensor pursuant to subsection (a) or (b) hereof, all unpaid Advances and Minimum Guaranties shall be immediately due and payable. Licensee shall be responsible for any attorneys' fees and expenses, which Licensor incurs in attempting to collect the same.
16.1.6 if (d) Except as provided in subsection (g) below, upon the termination or expiration of this Agreement, Licensee is placed into liquidation agrees to immediately and permanently discontinue the manufacture, sale and distribution of the Licensed Products, and to immediately and permanently discontinue use of the Property, including any adaptations thereof or placed under judicial management, whether provisionally or finally;
16.1.7 if the Licensee has a judgement granted against it and allows such judgement to remain unsatisfied for a period of 7 (seven) days;
16.1.8 if the Licensee commits any act or omits to do anything which, designs made by others in the sole and absolute discretion same style, which it is granted the right to use by virtue of this Agreement.
(e) Termination of this Agreement pursuant to this Section shall be without prejudice to any rights, which either party may have against the other party hereto.
(f) Subject to subsection (g) below, Licensee hereby acknowledges that its failure to cease the manufacture, sale or distribution of the Licensor, prejudices Licensed Products upon the termination or may prejudice any expiration of this Agreement will result in damage to Licensor and to the rights of the Licensor under this Agreementany subsequent licensee for which there is no adequate remedy at law; accordingly, its ownership in the Products; or
16.2 in the event of the Default contemplated in clause 16.1such failure, the Licensor shall in addition and without prejudice to any other remedies which it may have in terms of this Agreement be entitled : -
16.2.1 forthwith and without notice to claim payment of all amounts owing by the Licensee to the Licensor; and/or
16.2.2 to cancel this Agreement and any order for Products and to immediately obtain possession of all the Products delivered but unpaid and to recover from the Licensee all damages that the Licensor may suffer as a result of such cancellation.
16.3 in the event of a breach of the Licensee's obligations occurring as envisaged in clauses 16.1 or 16.2 above, the Licensee shall be obliged immediately to place the Licensor in possession of all Products that have been sold by the Licensor to the Licensee in terms of this Agreement. If the Licensor in its sole and absolute discretion does not require the Licensee to place it in possession of the Products, the Licensor shall be entitled to equitable relief by way of temporary and permanent injunctions and such other relief as any court of competent jurisdiction may deem just and proper. PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN FILED SEPARATELY WITH THE COMMISSION.
(g) Anything herein to the contrary notwithstanding, provided Licensee is not in breach of this Agreement, in the event of expiration or termination of this Agreement, except for a termination by Licensor pursuant to subparagraphs (a) or (b) hereof, after the date of expiration or termination Licensee shall have the non-exclusive right, for the Sell-Off Period indicated in Section 1, to complete Licensed Products in process, which shall include materials in process already bearing the Property or adaptations thereof as of said date, and to promote, advertise, sell and distribute both Licensed Products in inventory remaining unsold as of, and Licensed Products so completed after, said date of expiration or termination pursuant to the terms of this Agreement including payment of Royalties related thereto. Prior to any Sell-Off Period Licensee shall have furnished to Licensor within 14 thirty (fourteen30) days obtain deliveryafter the date of expiration or termination of this Agreement an inventory, at the Licensee’s costcertified to be true and correct, of all Licensed Products on hand or in process. Except as specified above, products shall not be deemed to be in process of manufacture merely because raw materials are available therefor.
(h) Upon the Products expiration or termination of this Agreement for whatever reason, or the expiration of any Sell-Off Period, if applicable, Licensee shall immediately either return to an address notified by the Licensor and/or to place a representative or destroy its remaining inventory of the Licensed Products as well as any dies, molds, negatives, plates, or other articles or implements from which the Property can be perceived or produced, other than those which have been rented by Licensor on the premises where the Products are kept in order to protect the rights of the Licensee which must be returned intact to Licensor. In the event of destruction, Licensee shall furnish to Licensor a certificate of such destruction, signed by an appropriate officer of Licensee, and Licensor shall have the right, at its election, to have a representative selected by it observe any such destruction.
(i) In order to enable Licensor not exercising its right to immediately obtain possession maintain continuity of sales of the ProductsLicensed Products upon expiration or termination of this Agreement, Licensor shall have the right, notwithstanding anything to the contrary herein, to authorize another person or firm to manufacture, to show, and to solicit and receive orders for, such Licensed Products from a time *************** preceding the expiration of this shall not be regarded as a waiver Agreement, or from the time that notice is given by either party of the Licensor's right termination of this Agreement, whichever is sooner. Such person or firm shall not, however, be authorized to call upon the Licensee ship to place the Licensor in possession its customers any of the Licensed Products at any time thereafterso manufactured and shown until after this Agreement has expired or has been terminated.
Appears in 1 contract
Samples: License Agreement (Impreso Inc)
BREACH AND TERMINATION. 16.1 12.1 Subject to Clause 12.2, where any Party to this Service Level Agreement ("the Licensor shall have the right to terminate Party in Breach") has committed a breach of its obligations under this Service Level Agreement with immediate effect and without prejudice to any other rights and remedies which it may have, upon the occurrence of any one or more of the following events (hereinafter called "Default") : -
16.1.1 if other Parties suffers loss as a direct result of such breach, the Licensee defaults Party in the performance of any of its obligations provided for in this Agreement (apart from the Default referred to in clause 16.1.2;
16.1.2 if the Licensee fails to make any payment Breach shall indemnify to the Licensor extent permitted by law (including complying with any restriction or control or limitation on the due date therefore or within 7 (seven) days thereafter;
16.1.3 the Licensee fails to meet any minimum annual sales targets;
16.1.4 if the Licensee convenes any meeting to consider a resolution for its voluntary winding-up;
16.1.5 if the Licensee commits any act which is an act of insolvency as defined in the Insolvency Act No 24 of 1936;
16.1.6 if the Licensee is placed into liquidation or placed under judicial management, whether provisionally or finally;
16.1.7 if the Licensee has a judgement granted against it and allows such judgement to remain unsatisfied for a period of 7 (seven) days;
16.1.8 if the Licensee commits any act or omits to do anything which, in the sole and absolute discretion ability of the LicensorParty in Breach to incur expenditure) or by any regulatory authority or authority, prejudices to whose instructions or may prejudice directions the Party in Breach is subject, such other Party against all and any of the rights of the Licensor under this Agreementloss, its ownership in the Products; or
16.2 in the event of the Default contemplated in clause 16.1cost, the Licensor shall in addition expense or liability (including legal and without prejudice to any other remedies which it may have in terms of this Agreement be entitled : -
16.2.1 forthwith professional costs and without notice to claim payment of all amounts owing expenses on a full indemnity basis) suffered or incurred by the Licensee to the Licensor; and/or
16.2.2 to cancel this Agreement and any order for Products and to immediately obtain possession of all the Products delivered but unpaid and to recover from the Licensee all damages that the Licensor may suffer other Party as a result of such cancellationbreach.
16.3 in 12.2 To the event of extent that a breach results from circumstances which are beyond the reasonable resources or the ability of the LicenseeParty in Breach to control (for example where demographic changes have exceeded or fallen short of that Party's prudent estimates) the Party in Breach shall to that extent be relieved of its indemnity obligations occurring as envisaged set out in clauses 16.1 or 16.2 above, Clause 12.1.
12.3 Each of the Licensee shall be obliged immediately WCAs undertakes to place the Licensor in possession of all Products that have been sold by the Licensor procure to the Licensee extent that it can reasonably and lawfully do so (including any contractual limit or restriction on its powers) that the acts or omissions of any person, firm or corporation which provides goods or services to it in terms connection with the discharge of its functions as a Waste Collection Authority shall not in any material way prejudice the position of the WDA under the Residual Waste Disposal PFI Contract.
12.4 Save as otherwise expressly provided for in this Service Level Agreement expiry or termination of this Agreement. If SLA shall not affect the Licensor in its sole and absolute discretion does not require the Licensee to place it in possession of the Products, the Licensor shall be entitled to within 14 (fourteen) days obtain delivery, at the Licensee’s cost, of the Products to an address notified by the Licensor and/or to place a representative of the Licensor on the premises where the Products are kept in order to protect the continuing rights of the Licensor. In Parties under Clause 2.4 (Policy 5), Clause 6 (Strategy), Clause 7 (Statutory Directions and Notices), Clause 10 (Costs), Clause 12 (Breach and Termination), Clause 14 (Confidentiality), Clause 15 (Freedom of Information Xxx 0000 and Environmental Information Regulations 2004), Clause 16 (Joint Statements and Publicity), Clause 17 (Dispute Resolution), Clause 19 (Notices), Clause 22 (Assignment) Clause 27 (Law and Jurisdiction) and Schedule 1 (Definitions) or under any other provision of this SLA which is expressed to survive termination or which is required to give effect to such termination or the event consequences of the Licensor not exercising its right to immediately obtain possession of the Products, this shall not be regarded as a waiver of the Licensor's right to call upon the Licensee to place the Licensor in possession of the Products at any time thereaftersuch termination.
Appears in 1 contract
Samples: Service Level Agreement
BREACH AND TERMINATION. 16.1 the Licensor shall have the right to 18.1 HSBC may terminate this Agreement with immediate effect Agreement, these Terms and without prejudice to any other rights and remedies Conditions (in which it may havecase for the avoidance of doubt, upon the occurrence of SoWs issued hereunder shall continue until expired or terminated) or any one or more of the following events SoWs (hereinafter in which case for the avoidance of doubt, the remaining SoWs issued hereunder shall continue until expired or terminated):
(a) immediately on written notice if it becomes apparent that the Consultant or Kanbay has become insolvent or has had a receiver appointed or has called "Default"a meeting of creditors or resolved to go into liquidation (except for bona fide amalgamation or reconstruction while solvent) : -or has had a petition lodged against it in relation to any potential insolvency, and whichever of the foregoing that occurs is not successfully opposed within thirty (30) days of being lodged;
16.1.1 (b) immediately if there is a change of control (as defined in clause 1.1(e) above) of the Consultant or Kanbay; or
(c) immediately on written notice if the Licensee defaults Consultant fails to cure any material or persistent default of these Terms and Conditions within thirty (30) days of written notice requiring the default to be remedied. For the purposes of this clause 18.1, the Consultant and HSBC each acknowledge and agree and shall procure the acknowledgement and agreement of the relevant Consultant Affiliates and HSBC Group Members that HSBC shall be entitled to terminate SoWs pursuant to this clause 18.1 notwithstanding that it is not a party to that SoW.
18.2 HSBC or the relevant HSBC Group Member may terminate in whole or in part any supply of Services or Deliverables under any relevant SoW or any relevant SoW:
(a) at any time for any reason whatsoever without the imposition of any penalty in relation to all or any part of any Services or Deliverables on written notice of three (3) months or any shorter period set out in the relevant SoW;
(b) immediately on written notice if it becomes apparent that the Consultant or any Consultant Affiliate has become insolvent or has had a receiver appointed or has called a meeting of creditors or resolved to go into liquidation (except for bona fide amalgamation or reconstruction while solvent) or has had a petition lodged against it in relation to any potential insolvency, and whichever of the foregoing that occurs is not successfully opposed within thirty (30) days of being lodged;
(c) immediately if there is a change of control (as defined in clause 1.1(e) above) of the Consultant, or any Consultant Affiliate performing Services hereunder, in favour of a third party that is not a Consultant Affiliate; or
(d) immediately on written notice if the Consultant or any Consultant Affiliate fails to cure any material or persistent default within thirty (30) days of written notice requiring the default to be remedied.
18.3 Consultant may terminate these Terms and Conditions or the relevant SoW in the event that HSBC fails to cure any material or persistent default that is capable of being remedied, within thirty (30) days of receipt of written notice requiring the default to be remedied, save that if the default is caused by any act or omission of an HSBC Group Member or otherwise relates to the activities of an HSBC Group Member, Consultant shall only be entitled to terminate this Agreement in accordance with the procedure set out at clause 20 (Escalation).
18.4 In the event of any termination of this Agreement, these Terms and Conditions or any SoW (in full or in part) for whatever reason, the Consultant shall remove and return to HSBC or the relevant HSBC Group Member or, at HSBC’s or the relevant HSBC Group Member’s option certify destruction of all copies of all Deliverables (or in the case of partial termination, Deliverables relevant to the Services that have been terminated), along with any documentation, information or materials produced during the performance of any the Agreement and all materials, documents, equipment, software, data or other materials provided by HSBC (or an HSBC Group Member) in relation to the Services in its control or possession. Without prejudice to the above, in the event of its obligations provided for in termination of this Agreement for any reason whatsoever, (apart i) HSBC and HSBC Group Members may keep copies of any Consultant Confidential Information or other materials or documentation for archival and/or regulatory purposes as stipulated by any governing regulatory body of HSBC or any HSBC Group Member (eg FSA), and Consultant shall procure such party is entitled to retain any such materials of any Consultant Affiliate for such purposes.
18.5 Except for termination by HSBC under clause 18.2(a) or clause 19 (Force Majeure), HSBC shall be entitled to a pro rata refund of pre-paid Charges in respect of any terminated Service or Deliverable that relate to any period after the relevant termination date unless otherwise specified in the applicable SoW.
18.6 Unless otherwise stated by HSBC in its notice to terminate, termination of these Terms and Conditions shall be without prejudice to any on-going Services being performed under any SoW issued hereunder, the performance of which shall continue subject to these Terms and Conditions until completion or earlier termination. For the avoidance of doubt, notice to terminate a SoW issued by either party shall terminate all Services being provided under that SoW upon expiry of the notice.
18.7 Except for all SoWs which are Fixed-price Engagements, HSBC or the relevant HSBC Group Member shall have the right at any time to postpone, suspend or cancel a SoW immediately (but subject always to clause 18.10) upon giving written notice. HSBC or the relevant HSBC Group Member acknowledges that Consultant or the applicable Consultant Affiliate may re-assign its affected personnel to other projects and clients during any such postponement or suspension, and that such personnel may no longer be available to perform Services if/when HSBC or the relevant HSBC Group Member desires to re-commence the Services. Consultant and Consultant Affiliates shall have no liability for the unavailability of personnel as a result of any SoW postponement or suspension hereunder except that when the Services are re-commenced on prior reasonable notice from HSBC, Consultant and Consultant Affiliates shall provide personnel (“Replacement Personnel”) to replace the Default referred affected personnel and such Replacement Personnel shall have at least the same level of skills and qualifications as the personnel that they have replaced.
18.8 Unless otherwise agreed in writing, any such suspension of a SoW shall be for a maximum period of six (6) months whereupon the Services shall be re-commenced or the SoW shall be terminated immediately on notice by HSBC or the relevant HSBC Group Member.
18.9 HSBC acknowledges that where the Consultant has undergone its annual fee review during the period of suspension, then any re-instatement of that SoW shall, subject to negotiation, be subject to a revision of the previously agreed Charges to take into account the increase in fees.
18.10 On receipt of the HSBC’s or the relevant HSBC Group Member’s instructions under clause 16.1.2;
16.1.2 if 18.7, the Licensee fails Consultant or the relevant Consultant Affiliate shall be entitled to make any payment for Services completed to the Licensor on reasonable satisfaction of HSBC or the due date therefore relevant HSBC Group Member’s up to the time that the notice takes effect and in respect of any costs and expenses reasonably and properly incurred by the Consultant or within 7 the relevant Consultant Affiliate relating to the equipment, materials, personnel or services obtained or ordered wholly or substantially in connection with performing the Services which cannot reasonably be defrayed elsewhere.
18.11 Termination of any part of this Agreement shall not affect rights accrued prior to termination. Neither party and no HSBC Group Member or Consultant Affiliate shall be liable to the other for any delays or failures attributable to any Event of Force Majeure (seven) days thereafter;
16.1.3 other than delays or failures caused by a party’s contractors or agents, for which the Licensee fails delaying party shall be responsible), save that the delaying party shall use its Best Endeavours to meet resume performance as quickly as possible and shall promptly give the other party full particulars of the failure or delay and consult with the other party concerning the failure or delay from time to time as appropriate. If any minimum annual sales targets;
16.1.4 if the Licensee convenes any meeting to consider a resolution for its voluntary winding-up;
16.1.5 if the Licensee commits any act which is an act of insolvency as defined in the Insolvency Act No 24 of 1936;
16.1.6 if the Licensee is placed into liquidation such failure or placed under judicial management, whether provisionally or finally;
16.1.7 if the Licensee has a judgement granted against it and allows such judgement to remain unsatisfied delay continues for a period of 7 three (seven3) days;
16.1.8 if months or any sixty (60) days in a one hundred and twenty (120) day period the Licensee commits any act or omits to do anything which, in the sole and absolute discretion of the Licensor, prejudices or may prejudice any of the rights of the Licensor under this Agreement, its ownership in the Products; or
16.2 in the event of the Default contemplated in clause 16.1, the Licensor shall in addition and without prejudice to any other remedies which it may have in terms of this Agreement be entitled : non-
16.2.1 forthwith and without notice to claim payment of all amounts owing by the Licensee to the Licensor; and/or
16.2.2 to cancel this Agreement and any order for Products and to immediately obtain possession of all the Products delivered but unpaid and to recover from the Licensee all damages that the Licensor may suffer as a result of such cancellation.
16.3 in the event of a breach of the Licensee's obligations occurring as envisaged in clauses 16.1 or 16.2 above, the Licensee shall be obliged immediately to place the Licensor in possession of all Products that have been sold by the Licensor to the Licensee in terms of this Agreement. If the Licensor in its sole and absolute discretion does not require the Licensee to place it in possession of the Products, the Licensor delaying party shall be entitled to within 14 (fourteen) days obtain delivery, at terminate this Agreement immediately on giving to the Licensee’s cost, of the Products to an address notified by the Licensor and/or to place a representative of the Licensor on the premises where the Products are kept in order to protect the rights of the Licensor. In the event of the Licensor not exercising its right to immediately obtain possession of the Products, this shall not be regarded as a waiver of the Licensor's right to call upon the Licensee to place the Licensor in possession of the Products at any time thereafterother written notice.
Appears in 1 contract
Samples: Consultancy Services Global Supply Agreement (Kanbay International Inc)
BREACH AND TERMINATION. 16.1 In addition to any other right granted to LiftRite under the Licensor shall have Agreement, LiftRite may terminate a Purchase Order:
(a) in its absolute discretion by giving the right to terminate this Agreement Supplier fourteen (14) Business Days’ written notice; or
(b) if the Supplier defaults on any of the terms of the Purchase Order for any reason (including insolvency) by written notice:
(i) where the default is not capable of remedy, with immediate effect and without prejudice effect; or
(ii) where the default is capable of remedy but the Supplier fails to remedy such default within seven (7) Business Days of being served with a written notice by LiftRite.
16.2 In the event that LiftRite terminates a Purchase Order under clause 16.1(a), subject to any other rights and remedies which it may have, upon the occurrence of any one or more of the following events (hereinafter called "Default") : -
16.1.1 if the Licensee defaults in the performance of any of its obligations provided for in this Agreement (apart from the Default referred to in clause 16.1.2;
16.1.2 if the Licensee fails to make any payment to the Licensor on the due date therefore or within 7 (seven) days thereafter;
16.1.3 the Licensee fails to meet any minimum annual sales targets;
16.1.4 if the Licensee convenes any meeting to consider a resolution for its voluntary winding-up;
16.1.5 if the Licensee commits any act which is an act of insolvency as defined in the Insolvency Act No 24 of 1936;
16.1.6 if the Licensee is placed into liquidation or placed under judicial management, whether provisionally or finally;
16.1.7 if the Licensee has a judgement granted against it and allows such judgement to remain unsatisfied for a period of 7 (seven) days;
16.1.8 if the Licensee commits any act or omits to do anything which, in the sole and absolute discretion of the Licensor, prejudices or may prejudice any of the rights of the Licensor LiftRite under this Agreement, its ownership LiftRite must:
(a) pay for the Goods delivered or Services provided by the Supplier in accordance with the ProductsPurchase Order prior to the date of termination; orand
16.2 in (b) reimburse the event Supplier for the direct costs of materials the Supplier reasonably ordered prior to the date of receipt of the Default contemplated in clause 16.1notice 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, provided that the Licensor materials are delivered to the Delivery Address and become LiftRite’s property upon payment, and the Supplier shall in addition and without prejudice not otherwise be entitled to any other remedies which it may have in terms compensation whether by way of this Agreement be entitled : -
16.2.1 forthwith and damages, profit, loss or expense, including without notice to claim payment of all amounts owing by the Licensee to the Licensor; and/or
16.2.2 to cancel this Agreement and any order for Products and to immediately obtain possession of all the Products delivered but unpaid and to recover from the Licensee all damages that the Licensor may suffer limitation anticipated profits, incurred as a result of such cancellationa termination of the Purchase Order under this clause.
16.3 in the event of a breach of the Licensee's obligations occurring as envisaged in clauses 16.1 or 16.2 above, the Licensee shall be obliged immediately to place the Licensor in possession of all Products that have been sold by the Licensor to the Licensee in terms Notwithstanding any other clause of this Agreement. If , if LiftRite terminates the Licensor in its sole Purchase Order pursuant to clause 16.1(b), the provisions of clause 16.2 do not apply and absolute discretion 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 require affect the Licensee ability of any party to place it in possession of enforce a right that may have accrued to is under the Products, the Licensor shall be entitled Agreement prior to within 14 (fourteen) days obtain delivery, at the Licensee’s cost, of the Products to an address notified by the Licensor and/or to place a representative of the Licensor on the premises where the Products are kept in order to protect the rights of the Licensor. In the event of the Licensor not exercising its right to immediately obtain possession of the Products, this shall not be regarded as a waiver of the Licensor's right to call upon the Licensee to place the Licensor in possession of the Products at any time thereaftertermination.
Appears in 1 contract
Samples: Purchase Agreement
BREACH AND TERMINATION. 16.1 18.1 Should any PARTY (the Licensor “guilty party”) commit a breach of this AGREEMENT and fail or refuse to rectify that breach within 14 (FOURTEEN) days after receipt of a written notice from the other PARTY (the “innocent party”), calling upon the guilty party to rectify that breach, the innocent party shall have the right to terminate this Agreement with immediate effect and be entitled, without prejudice to any other rights and remedies which it may haveof his rights, upon to forthwith cancel this AGREEMENT by written notice to the guilty party.
18.2 Without limiting the generality of clause 18.1, CENTLEC shall be entitled to cancel this AGREEMENT without notice to the CUSTOMER on the occurrence of any one or more of the following events (hereinafter called "Default") : -–
16.1.1 if the Licensee defaults in the performance of 18.2.1 any of its obligations provided for in this Agreement (apart from the Default referred to in clause 16.1.2;
16.1.2 if the Licensee fails to make any payment to the Licensor on the due date therefore or within 7 (seven) days thereafter;
16.1.3 the Licensee fails to meet any minimum annual sales targets;
16.1.4 if the Licensee convenes any meeting to consider a resolution for its voluntary winding-up;
16.1.5 if the Licensee commits any act which is an act of insolvency as defined in the Insolvency Act No 24 of 1936, by the CUSTOMER;
16.1.6 if 18.2.2 any endeavour by the Licensee is placed into liquidation or placed under CUSTOMER to compromise generally with its creditors; and
18.2.3 placement of the CUSTOMER liquation for judicial management, management (whether provisionally or finally;).
16.1.7 if 18.3 In the Licensee has a judgement granted against it and allows such judgement to remain unsatisfied for a period of 7 (seven) days;
16.1.8 if the Licensee commits any act or omits to do anything which, in the sole and absolute discretion event of the Licensorbreach contemplated in 18.1 either PARTY, prejudices or may prejudice any of the rights of the Licensor under this Agreement, its ownership in the Products; or
16.2 in the event of breach by the Default CUSTOMER as contemplated in clause 16.118.2, CENTLEC, shall have the Licensor shall in addition and right, without prejudice to any other remedies right which it may have against the other PARTY, to-
18.3.1 treat as immediately due and payable all outstanding amounts and to claim such amounts as in terms arrears, including interest;
18.3.2 immediately cancel this AGREEMENT. in either event without prejudice to such PARTY’S right to claim damages.
18.4 Upon cancellation of this Agreement AGREEMENT by either PARTY, CENTLEC shall be entitled : -to immediately disconnect the electricity SUPPLY to the premises of the CUSTOMER.
16.2.1 forthwith 18.5 The CUSTOMER shall be liable for all costs incurred by CENTLEC in the recovery of any amounts or the enforcement of any rights which it has hereunder, including collection charges and without notice costs of an attorney on an attorney and own client scale, whether incurred prior to claim or during the institution of legal proceedings or if judgment has been granted, in connection with the satisfaction or enforcement of such judgment.
18.6 CENTLEC may, in addition, charge interest on accounts which are not paid by the due date appearing on the account, at an interest rate as approved by CENTLEC from time to time. Such interest shall be computed from the date of breach until the date of payment of all amounts owing any such amount is effected by the Licensee CUSTOMER. Furthermore such interest shall be calculated and compounded monthly and capitalized immediately upon calculation.
18.7.1 The CUSTOMER hereby indemnifies and agrees to the Licensor; and/or
16.2.2 to cancel hold harmless CENTLEC and its subsidiaries, affiliates, officers, agents, directors and employees – Against any liability, loss, claim, damage, investigation or legal action arising out of or in connection with this Agreement and any order for Products and to immediately obtain possession of all the Products delivered but unpaid and to recover from the Licensee all damages that the Licensor may suffer Agreement, or as a result of such cancellation.
16.3 in the event death of a breach or personal injury to any person originating from any actions or conduct of the Licensee's obligations occurring as envisaged in clauses 16.1 or 16.2 aboveCustomer and it subsidiaries, the Licensee shall be obliged immediately affiliates, officers, independent contractors, agents, directors, and employees pursuant to place the Licensor in possession of all Products that have been sold by the Licensor to the Licensee and in terms of this Agreement. If , including, without limitation, amounts paid in settlement of claims, legal action or investigations, and agrees to bear all costs and expenses, including, without limitation, all reasonable attorney and counsel fees incurred in connection with the Licensor defence or settlement of any claim, legal action or investigation, where such costs and expenses are incurred in advance of judgment, but with the exclusion of any loss, damage or liability incurred through gross negligence or intentional misconduct of CENTLEC and its sole subsidiaries, affiliates, officers, independent contractors, agents, directors and absolute discretion does not require employees, to the Licensee to place it in possession of the Productsextent that such liability, the Licensor shall be entitled to within 14 (fourteen) days obtain deliveryloss, at the Licensee’s costclaims, of the Products to an address notified damage, investigations or legal action results from or were caused by the Licensor and/or to place subsidiaries, affiliates, officers, independent contractors, agents, directors, and employees in their capacity as such of CENTLEC; Centlec SHALL PROMPTLY GIVE NOTICE TO THE customer OF ANY SUCH CLAIM AND CO-OPERATE WITH THE INDEMNIFYING Party regarding the defence of such a representative of the Licensor on the premises where the Products are kept in order to protect the rights of the Licensor. In the event of the Licensor not exercising its right to immediately obtain possession of the Products, this shall not be regarded as a waiver of the Licensor's right to call upon the Licensee to place the Licensor in possession of the Products at any time thereafterclaim.
Appears in 1 contract
Samples: Electricity Supply Agreement
BREACH AND TERMINATION. 16.1 23.1 In the Licensor event of any of the Parties ("Defaulting Party") committing a breach of any of the terms of the terms and conditions of the Agreement and fails to remedy such breach within a period of 10 (ten) Business Days after receipt of a written notice from another Party ("Aggrieved Party") calling upon the Defaulting Party so to remedy, then the Aggrieved Party shall have the right to terminate this Agreement with immediate effect be entitled, at its sole discretion and without prejudice to any of its other rights and remedies which it may haveunder the Agreement or at law, upon the occurrence of any one or more either to claim specific performance of the following events (hereinafter called "Default") : -
16.1.1 if the Licensee defaults in the performance terms of any of its obligations provided for in this Agreement (apart or to cancel this Agreement forthwith and without further notice, and in either case to claim and recover damages from the Default referred to in clause 16.1.2;Defaulting Party.
16.1.2 if 23.2 The Parties agree that any costs awarded will be recoverable on an attorney-and-own client scale unless the Licensee fails to make any payment to the Licensor on the due date therefore or within 7 (seven) days thereafter;
16.1.3 the Licensee fails to meet any minimum annual sales targets;
16.1.4 if the Licensee convenes any meeting to consider a resolution for its voluntary winding-up;
16.1.5 if the Licensee commits any act which is an act of insolvency as defined in the Insolvency Act No 24 of 1936;
16.1.6 if the Licensee is placed into liquidation or placed under judicial management, whether provisionally or finally;
16.1.7 if the Licensee has a judgement granted against it and allows court specifically determines that such judgement to remain unsatisfied for a period of 7 (seven) days;
16.1.8 if the Licensee commits any act or omits to do anything whichscale shall not apply, in which event the sole and absolute discretion of costs will be recoverable in accordance with the LicensorHigh Court tariff, prejudices or may prejudice any of the rights of the Licensor under this Agreement, its ownership in the Products; ordetermined on an attorney-and-client scale.
16.2 in the event of the Default contemplated in clause 16.1, the Licensor shall in addition and 23.3 The Aggrieved Party's remedies are without prejudice to any other remedies to which it the Aggrieved Party may have be entitled in terms law.
23.4 On termination of this Agreement be entitled : -
16.2.1 forthwith and without notice to claim payment of all amounts owing by the Licensee to the Licensor; and/or
16.2.2 to cancel this Agreement and for any order for Products and to immediately obtain possession of all the Products delivered but unpaid and to recover from the Licensee all damages that the Licensor may suffer as a result of such cancellation.
16.3 in the event of a breach of the Licensee's obligations occurring as envisaged in clauses 16.1 or 16.2 abovereason, the Licensee shall be obliged immediately to place the Licensor in possession of all Products that have been sold by the Licensor to the Licensee in terms of this Agreement. If the Licensor in its sole and absolute discretion does not require the Licensee to place it in possession of the Products, the Licensor shall be entitled to within 14 (fourteen) days obtain delivery, at the Licensee’s cost, of the Products to an address notified by the Licensor and/or to place a representative of the Licensor on the premises where the Products are kept in order to protect the accrued rights of the Licensor. In Parties as at termination, or the event continuation after termination of the Licensor not exercising its right any provision expressly stated to immediately obtain possession of the Productssurvive or implicitly surviving termination, this shall not be regarded as a waiver affected or prejudiced and the Brand Owner shall immediately pay all fees due in respect of the Licensor's right provision of access to call the Platform and the Exchange Services.
23.5 Green Media may terminate this Subscription Agreement without incurring any liability in respect of such termination by providing written notice to the Brand Owner within 7 (seven) Business Days of the Brand Owner entering into this Subscription Agreement with Green Media, provided that, where Trade Exchange Agreement has already been entered into between the Parties, such termination shall only take effect upon the Licensee termination or expiry of such Trade Exchange Agreement entered into pursuant thereto.
23.6 Subject to place the Licensor in possession of the Products clause 23.5 above, either Party may terminate this Subscription Agreement at any time thereafter.without incurring any liability in respect of such termination, upon providing 30 (thirty) days’ prior written notice to the other Party, provided that any such termination shall only take effect upon the termination or expiry of the last Trade Exchange Agreement still in force and executed pursuant to this Subscription Agreement, and provided further that upon expiry of the 30 (thirty) day notice period, Green Media shall no longer be obliged to provide any further Exchange Services, other than Exchange Services pertaining to any previously existing Trade Exchange Agreement/s.
Appears in 1 contract
