BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect. 26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done. 26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held. 26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not 26.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 26.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 26.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or 26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 2 contracts
Samples: Master Agreement, Master Agreement
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect 11.1 If any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
26.2 On termination the Parties breaches any provision of this Agreement or a Work Order(“Defaulting Party”) and, if such breach is capable of being remedied, fails to remedy the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this breach within 10 Days after written notice has been done.given to the Defaulting Party by any other Party requiring the breach to be remedied, then the other Party shall be entitled to:
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [11.1.1 seek an order for specific performance against the Defaulting Party] commits ; or
11.1.2 cancel this Agreement in relation to the Defaulting Party; and / or
11.1.3 claim any damages suffered by the Aggrieved Party; without prejudice to any other rights and remedies existing under common law, statute or this Agreement. If the Customer is the Defaulting Party, damages will include any cancellation penalties that PSI may be liable for in respect of vendor licenses.
11.2 The Defaulting Party shall be liable for all costs and expenses (calculated on an Attorney and Own Client scale) incurred because of or in connection with any breach.
11.3 This Agreement shall be capable of being terminated by either Party (after the initial period prescribed in clause 6) subject to the provision of three (3) calendar month’s written notice (“Termination Notice”) being provided to the other Party. If the Defaulting Party is PSI:
11.3.1 PSI is to be notified in writing of the default and once notified, will have 3 months to remedy the default. Failing PSI’s remedying of the default, the Customer will be entitled to deliver its Termination Notice, as prescribed in clause 11.1 supra.
11.4 Any of the following acts shall be deemed as a material breach of this Agreement and render the Agreement capable of immediate termination, without the provision of the Termination Notice:
11.4.1 the Defaulting Party ceases to carry on business;
11.4.2 the Defaulting Party is placed under provisional or final liquidation;
11.4.3 the Defaulting Party undergoes a substantial change in ownership and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, notify the other Party; and
11.4.4 the Defaulting Party [hereinafter has a judgment granted against it and fails to:
11.4.4.1 effect payment of the Aggrieved Party]judgment debt; and/ or
11.4.4.2 takes steps to rescind the judgment, shall be entitledwithin twenty (20) Days of becoming aware of the judgment against it.
11.5 Where the CPA will have application, in addition namely with regards to any other rights and remedies that it may have in terms the termination of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party.
26.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms provisions of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subject.
26.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] CPA shall survive termination or expiry of supersede this Agreement.
Appears in 2 contracts
BREACH AND TERMINATION. 26.1 Termination 18.1 The Parties record that –
18.1.1 the breach of any one of the separate agreements so constituted shall be deemed to be a breach of all agreements effected in terms of this Agreement;
18.1.2 the termination of any individual Service in accordance in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all the provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
26.2 On termination of this Agreement will not affect the continuation of any other Services provided in terms of this Agreement, save as provided for in terms of clause 4.2; and
18.1.3 each Service may only be terminated in whole (and not in part only).
18.2 If a Party –
18.2.1 takes steps to place itself, or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [oris placed, in the event of termination of a Work Orderliquidation, such as is relevant to that Work Order] which may be in the possession of, whether voluntarily or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation]compulsorily, or in the event that a Work Order judicial management, in either case whether provisionally or finally;
18.2.2 takes steps to de-register itself or is terminated by Transnet under clause Error! Reference source notde-registered;
26.5 If either Party [the Defaulting Party] 18.2.3 commits a material breach of any provision of this Agreement and fails to remedy such the breach within 30 [thirty] calendar 10 (ten) business days of after it receives written notice thereofto do so, provided that –
18.2.3.1 if the breach can reasonably be remedied within a shorter period, the Party giving the notice may specify that shorter period in the notice and the Party in default shall remedy the breach within that period; or
18.2.3.2 if the breach cannot reasonably be remedied within such 10 (ten) business day period, the Party in default shall be entitled to an extension, not exceeding a further 10 (ten) business days, to remedy the breach, on condition that the Party in default provides evidence to the reasonable satisfaction of the other 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, the Party shall be in default.
18.3 If a Party is in default (“Defaulting Party”), the other Party [hereinafter (“the Aggrieved Party], ”) shall be entitled, in addition at its option without prejudice to any other rights and remedies right that it may have under this Agreement or at law –
18.3.1 to claim immediate specific performance of any of the Defaulting Party’s obligations under this Agreement, with or without claiming damages, whether or not such obligation has fallen due for performance and to require the Defaulting Party to provide security to the satisfaction of the Aggrieved Party for the Defaulting Party’s obligations; or
18.3.2 to cancel this Agreement, with or without claiming damages, in which case written notice of the 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 Agreement, to terminate this Agreement forthwith without any liability and clause 18 are without prejudice to any claims other remedies to which the Aggrieved Party may have for damages against the Defaulting Partybe entitled in law.
26.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subject.
26.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 2 contracts
Samples: Harmony Shared Services Agreement, Shared Services Agreement (Harmony Gold Mining Co LTD)
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either 14.1 If a Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [the ("Defaulting Party] ") commits a material any breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days 48 (forty eight) hours ("Notice Period") of written notice thereofrequiring the breach to be remedied, then the other Party [hereinafter giving the notice ("Aggrieved Party], shall ") will be entitled, at its option –
14.1.1 to claim immediate specific performance of any of the Defaulting Party's obligations under this Agreement, with or without claiming damages, whether or not such obligation has fallen due for performance and to require the Defaulting Party to provide security to the satisfaction of the Aggrieved Party for the Defaulting Party's obligations; or
14.1.2 to cancel this Agreement, with or without claiming damages, in addition which case written notice of the cancellation shall be given to any other rights the Defaulting Party, and the cancellation shall take effect on the giving of the notice.
14.2 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 -
14.2.1 it is capable of being remedied, but is not so remedied within the Notice Period; or
14.2.2 it is incapable of being remedied and payment in money will compensate for such breach but such payment is not made within the Notice Period.
14.3 The Aggrieved Party's remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and clause 14 are without prejudice to any claims other remedies to which the Aggrieved Party may have for damages against the Defaulting Partybe entitled in law.
26.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subject.
26.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 2 contracts
Samples: Subscription Agreement, Subscription Agreement (Net 1 Ueps Technologies Inc)
BREACH AND TERMINATION. 26.1 Termination 9.1 If Party B is in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [the Defaulting Party] commits a material breach of this Agreement (excluding Section 4.1), Party A may take such measures as is necessary and fails appropriate to remedy such breach within 30 [thirty] calendar days protect its own rights and interests, including but not limited to the suspending or termination of written notice remuneration payments and the termination of the Agreement; moreover, Party B shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the other promotion and marketing fees for the Work during the Term.
9.2 If Party [hereinafter B is in breach of the Aggrieved Party]obligations in Section 4.1 of this Agreement, Party A may, at its sole discretion, withhold the publication of the Work and the payment of remunerations; moreover, Party B shall be entitledreturn to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term.
9.3 If Party B acts in breach of its obligations under Section 4.4 of this Agreement, in addition to any other the possibility of Party A enforcing its rights and remedies that it may have pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability.
9.4 For the avoidance of doubt, even if the Agreement is terminated in terms of accordance with this Agreement, to terminate the irrevocable license granted under this Agreement forthwith without any liability and without prejudice will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to any claims which the Aggrieved Party may have for damages against the Defaulting Partythis Agreement are monetary damages.
26.6 Either Party may terminate 9.5 The Parties agree and acknowledge that if this Agreement forthwith by notice is suspended, terminated, or rescinded in writing advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency transferring, licensing, and confidentiality obligations in terms respect of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding Work shall remain in any jurisdiction to which it is subjectforce.
26.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 2 contracts
Samples: License Agreement, License Agreement
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which 16.1 the Licensor shall have accrued or shall thereafter accrue the right to either Party and all provisions which are to survive terminate this Agreement or impliedly do so shall remain in force with immediate effect and in effect.
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition without prejudice to any other rights and remedies that 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, Agreement be entitled : -
16.2.1 forthwith and without notice to terminate claim payment of all amounts owing by the Licensee to the Licensor; and/or
16.2.2 to cancel this Agreement forthwith without and any liability order for Products and without prejudice to any claims which immediately obtain possession of all the Aggrieved Party Products delivered but unpaid and to recover from the Licensee all damages that the Licensor may have for damages against the Defaulting Partysuffer as a result of such cancellation.
26.6 Either Party may terminate this Agreement forthwith 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 notice in writing the Licensor to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency Licensee in terms of this Agreement. If the Insolvency ActLicensor in its sole and absolute discretion does not require the Licensee to place it in possession of the Products, 24 the Licensor shall be entitled to within 14 (fourteen) days obtain delivery, at the Licensee’s cost, of 1936 [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 amended from time a waiver of the Licensor's right to time], or if any action, application or proceeding is made with regard call upon the Licensee to it for:
a) a voluntary arrangement or composition or reconstruction place the Licensor in possession of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subject.
26.7 Transnet may terminate this Agreement Products at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwisethereafter.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 2 contracts
Samples: Business Partner Memorandum of Agreement, Business Partner Memorandum of Agreement
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either 10.1 If a Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [the (Defaulting Party] ) commits a material any breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days 20 (twenty) Business Days (Notice Period) of written notice thereofrequiring the breach to be remedied, then the other Party [hereinafter giving the notice (Aggrieved Party], shall ) will be entitled, at its option:
10.1.1 to claim immediate specific performance of all or any of the Defaulting Party's obligations under this Agreement, with or without claiming damages, whether or not such obligation has fallen due for performance and to require the Defaulting Party to provide security to the satisfaction of the Aggrieved Party for the Defaulting Party's obligations; or
10.1.2 to cancel this Agreement, with or without claiming damages, in addition which case written notice of the cancellation shall be given to the Defaulting Party, and the cancellation shall take effect on the giving of the notice. No 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:
10.1.2.1 it is capable of being remedied, but is not so remedied within the Notice Period; or
10.1.2.2 it is incapable of being remedied and payment in money will compensate for such breach but such payment is not made once finally determined, provided that, without derogating from clauses 10.1.1 and 10.1.2, the Implementation Date shall be postponed to the second Business Day following the expiry of the Notice Period in the event that the Implementation Date is scheduled to occur prior to the end of any other rights and Notice Period.
10.2 The Parties agree that any costs awarded will be recoverable on an attorney-and-own-client scale unless the arbitrators or the court, as the case may be, specifically determine 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.
10.3 The Aggrieved Party's remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and clause 10 are without prejudice to any claims other remedies to which the Aggrieved Party may have for damages against the Defaulting Partybe entitled in law.
26.6 Either Party may terminate this Agreement forthwith by notice in writing to 10.4 Notwithstanding the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms aforegoing, after Closing, none of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subject.
26.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means Parties will have the right to direct the affairs cancel this Agreement or any other Transaction Document as a result of a company whether by ownership of shares, membership of the board of directors, agreement or otherwisebreach thereof.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 1 contract
Samples: Equity Implementation Agreement (Net 1 Ueps Technologies Inc)
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 11.1 If either Party [the Defaulting Party] commits a material breach breaches any provision or term of this Agreement and fails to remedy such breach within 30 [thirty] calendar 14 days after receipt of a written notice thereof, from the other party requiring it to do so (or if it is not reasonably possible to remedy the breach within 14 days, within such further period as may be reasonable in the circumstances, provided that the Party [hereinafter in breach furnishes evidence within the Aggrieved Party]period of 14 days that it has taken whatever steps are available to it to commence remedying the breach), then the aggrieved Party shall be entitledentitled to:
11.1.1 cancel this Agreement; or
11.1.2 claim specific performance
11.2 Notwithstanding anything to the contrary herein contained, this Agreement may further be terminated by one of the parties in addition the event that:
11.2.1 An order is made by any court of competent jurisdiction, whether provisional or final, for the winding up or the judicial management of the other party;
11.2.2 The other party passes a resolution for its voluntary winding up;
11.2.3 The other party cedes its rights under this agreement to any third party without the prior written consent of the other;
11.2.4 The other rights and remedies that it may have party compromises generally with its creditors otherwise than in terms the course of this Agreement, the re-structuring of its capital or its merger with a third party.
11.3 It is within the right of the Owner to voluntary terminate this Agreement forthwith without any liability agreement outside of what is provided for under 11.1 and without prejudice 11.2 but subject to any claims which the Aggrieved Party may have following:
11.3.1 The Asset/s must not be in a Lactating period
11.3.2 The Asset/s are not in a state of a confirmed pregnancy
11.3.3 These is no unpaid invoices due for damages against direct costs to the Defaulting Managing Party.
26.6 Either 11.4 On termination of this agreement the Owner shall collect its Asset/s from the location specified on the Livestock register within 30 Days, unless otherwise agreed in writing by both parties. All costs for the transportation of the Asset/s will be for the costs of the Owner.
11.5 Should the Owner not collect the Asset/s within the allotted time, then the Managing Party may terminate this Agreement forthwith by notice in writing make arrangements to recover costs, including storage and maintenance costs, and may sell the Asset/s to recover costs if necessary.
11.6 The Managing Party will reconcile the Owner account and pay the balance to the other Party when bank account stipulated in this agreement within 60 days from the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act date of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subjecttermination.
26.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 1 contract
Samples: Service Level Agreement
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right 15.1 Notwithstanding the provisions of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.4 above, if a party:
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [the Defaulting Party] 15.1.1 commits a material breach of any provision going to the root of this Agreement (including a failure to pay by due date) and fails to remedy the breach within fourteen (14) days of receipt of a written notice to do so, provided that if the breach can reasonably be remedied within a shorter period, the party giving the notice may specify that shorter period in the notice and the party in default shall remedy the breach within that shorter period; or
15.1.2 commits a breach of this Agreement which breach does not in itself constitute a material breach, then the breaching party shall be obliged to remedy the breach within fourteen (14) days of receipt of a written notice to do so and failing such rectification, the provisions of 14 shall apply. Furthermore, in the event, that either party continuously or repetitively commits breaches which are in themselves not material to the Agreement, but, by virtue of the repetitive nature of such breaches amount, in the non-breaching party’s reasonable opinion, to a material breach, then such breach shall be deemed to be a material breach and the non-breaching party shall be entitled to the remedy afforded in 15.1.1. and 15.3; or
15.1.3 takes steps to place itself, or is placed, in liquidation, either voluntarily or compulsorily, or under judicial management whether provisionally or finally; or
15.1.4 commits an act which could be an act of insolvency (as defined in the Insolvency Act from time to time) if committed by a natural person; or
15.1.5 fails to satisfy judgement against that party within 30 [thirty] calendar 10 days after that party becomes aware of written notice thereofthe judgement, except that if the party provides evidence on an ongoing basis to the reasonable satisfaction of the other party that steps have been initiated within 10 days to appeal, review or rescind the judgement and to procure Suspension of execution and that such steps are being expeditiously pursued, the period of 10 days shall run from the date that judgement becomes final or the attempt to procure the Suspension of execution fails; that party shall be in default.
15.2 The Company shall be in breach of its obligations if:-
15.2.1 There is a change in management or ownership occurring in any person, body or entity who/ which has stood as surety or security for the Company’s obligation to MTN and such surety has not been replaced by a financial guarantee in a form and manner acceptable by MTN; or
15.2.2 If such person, body or entity which has stood as surety for the Company’s obligations is placed under provisional or final liquidation or interim or final receivership or judicial management or if that party has become insolvent or compromises or attempts to compromise its creditors;
15.2.3 then MTN shall be entitled to exercise the rights afforded to it in 15.1 and 15.3.
15.3 If a party is in default, the other Party [hereinafter party (the Aggrieved Party], “aggrieved party”) shall be entitled, in addition to other remedies afforded to it in law, to:
15.3.1 cancel this Agreement in which event the aggrieved party shall be entitled to claim damages; or
15.3.2 uphold this Agreement, in which event the full balance owing, and all other obligations owed, by the party in default shall, at the option of the aggrieved party, become immediately due, payable and enforceable.
15.4 In the event of the License terminating for any other rights reason or the regulations applicable to MTN and/or the telephony industry change to the extent that MTN’s position and/or ability to perform its obligations as required in this Agreement, is affected then, MTN shall be entitled to immediately serve notice of its intention to terminate this Agreement. The notice period of such termination notice shall be reasonable in the circumstances. Such termination by MTN shall not constitute a breach of the Agreement by MTN.
15.5 In addition to the above, in the event that the Company:-
15.5.1 has a change in shareholdings such that existing shareholders (being shareholders of the Company as at the signature date and remedies that it may have in terms proof of which shall be supplied by the Company simultaneously with the signature of this Agreement) no longer own and/or control more than 50% of the issued shares of the Company, OR
15.5.2 the existing shareholders enter into such agreement that they no longer have management control of the Company; without MTN’s written consent, which consent shall not be unreasonably withheld, then MTN shall be entitled to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party.
26.6 Either Party may terminate this Agreement forthwith by on ninety (90) days written notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subject.
26.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service ProviderCompany. For the purposes of this clause15.5, control means in the right event that MTN does not revert with its consent or the withholding thereof, within twenty (20) business days of request by the Company, MTN shall be deemed to direct the affairs of a company whether by ownership of shares, membership have given its consent.
15.6 Without derogating from any of the board provisions referred to above, in the event that any Competing Third Party becomes a shareholder of directorsthe Company, agreement or otherwise.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days without MTN’s prior written notice thereof consent, which consent shall be given or refused in MTN’s sole discretion and which shall be notified by MTN to the Supplier/Service ProviderCompany within twenty (20) days of the Company’s written request, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights then MTN shall be entitled to terminate this Agreement on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] sixty (60) days written notice to the Company. Such termination shall survive termination or expiry of this Agreementbe without prejudice to MTN’s rights.
Appears in 1 contract
Samples: Provision of Cellular Telephony Network Services Agreement (MiX Telematics LTD)
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue Subject to either Party and all the provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [orclause 26, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [the ("Defaulting Party] commits ") committing a material breach of any provisions of this Agreement and fails failing to remedy such breach within 30 [thirty] calendar by no later than 14 (fourteen) days of after having received written notice thereof, from the other Party [hereinafter ("Aggrieved Party") to remedy such breach, the Aggrieved Party], Party shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, entitled to terminate this Agreement forthwith without any liability and immediately by notice in writing to the Defaulting Party, without prejudice to any claims which the Aggrieved Party may have for its claim to recover damages against from the Defaulting PartyParty in respect of such breach.
26.6 Either 26.2 Notwithstanding the provisions of clause 26.1, either Party may terminate this Agreement forthwith by notice in writing to the other Party when in the event that the other Party –
26.2.1 is subject to an Insolvency Event; or
26.2.2 is unable to pay continue operating its debts as they fall business due to any licence, permit, certificate, consent, exemption or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment other legal requirement of a liquidatormaterial nature expiring or being withdrawn, trustee, receiver, administrative receiver terminated or similar officer;
d) refused for any similar action, application or proceeding in any jurisdiction to which it is subjectreason whatsoever.
26.7 Transnet 26.3 Notwithstanding any provision to the contrary contained herein NSA may terminate this Agreement at with immediate effect and without prejudice to any time within 2 [two] months of becoming aware of a change of control of other rights it may have against the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means including the right to direct claim and recover damages from the affairs Supplier, by providing written notice of a company whether such termination to the Supplier in the event that the Supplier –
26.3.1 breaches the provisions of clause 25;
26.3.2 makes any statement or representation to NSA which NSA considers to be materially incorrect or untrue in connection with any information furnished by ownership it in respect of sharesthis Agreement.
26.4 NSA may terminate this Agreement without cause by providing the Supplier with 30 (thirty) days written notice of such termination. The Parties agree that such termination by NSA shall not form the subject of any arbitration or review and shall be binding upon the Supplier, membership who shall have no claim of any nature or howsoever arising against NSA out of such termination, save for payment of all amounts which may be lawfully due and payable to the Supplier by NSA for Goods sold and delivered and/or for Services rendered pursuant to the provisions of this Agreement up to the expiry of the board said period of directors, agreement or otherwise30 (thirty) days.
26.8 Notwithstanding 26.5 In the event that the Supplier's ability to supply the Goods and/or Services becomes diminished in a manner considered material by NSA, in its sole and unfettered discretion then such action shall be deemed to be a breach of this Agreement and, notwithstanding any provision to the contrary contained herein, shall entitle NSA to give notice as is provided for in clause 26.1 above.
26.6 Despite the duration of this Agreement and without detracting from NSA's rights of termination in terms of this clause 26, Transnet it is specifically agreed that NSA may cancel this Agreementwithout cause terminate any SOW at any time by giving the Supplier 30 [(thirty] calendar days ) days' prior written notice thereof of such termination without having to provide any reason for termination.
26.7 Any termination of this Agreement pursuant to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions]this Agreement will be without prejudice to any claim which any Party may have in respect of any prior breach of the terms and conditions of this Agreement by the other Party.
26.8 Clauses 1, 19 [Warranties]3, 25 [Rights on Cancellation]18, 29 [Confidentiality]19, 32 [Limitation of Liability]21, 33 [Intellectual Property Rights]25, 36 [Dispute Resolution] 26, 27, 28, 29, 32, 34, 35 and 40.1 [Governing Law] 38 shall survive termination or expiry of this Agreement.
Appears in 1 contract
Samples: Master Agreement for the Supply of Goods and/or Services
BREACH AND TERMINATION. 26.1 Termination in accordance 8.1 Should any Party (“the Defaulting Party”) commit a breach of any of the provisions hereof, then the other Party (“the Aggrieved Party”) shall, if it wishes to enforce its rights hereunder, be obliged to give the Defaulting Party 10 (ten) days’ written notice to remedy the breach. If the Defaulting Party fails to comply with clause Error! Reference source not found. [Term and Cancellation] such notice, the Aggrieved Party shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue be entitled to either Party and all provisions which are to survive cancel this Agreement or impliedly do so shall remain in force and in effect.
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated claim immediate payment and/or performance by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Defaulting Party [of all of the Defaulting Party] commits a material breach of this Agreement and fails ’s obligations whether or not the due date for payment and/or performance shall have arrived, in either event without prejudice to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition ’s rights to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and claim damages. The a foregoing is without prejudice to any claims which such other rights as the Aggrieved Party may have at law : Provided always that, notwithstanding anything to the contrary contained in this Agreement, the provisions of this clause 8 shall be subject to the provisions of clause 9.1 and the Aggrieved Party shall not be entitled to cancel this Agreement for damages against any breach by the Defaulting PartyParty unless such breach is a material breach going to the root of this Agreement and is incapable of being remedied by a payment of money or, if it is capable of being remedied by a payment of money, the Defaulting Party fails to pay the amount concerned within 10 (ten) days after such amount has been determined.
26.6 Either Party 8.2 Without prejudice to any other remedies which either of the Parties may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency otherwise have in terms of the Insolvency ActAgreement or at law, 24 either of 1936 [as amended from time the Parties shall be entitled to time]terminate the Agreement, or if any actionby written Notice to the other, application or proceeding is made with regard to it forin the event that:
a) a voluntary arrangement or composition or reconstruction 8.2.1 either of its debtsthe Parties is finally liquidated;
b) its winding-up 8.2.2 the controlling interest or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding ownership in any jurisdiction to which it is subject.
26.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control either of the Supplier/Service Provider by notice Parties becomes vested in writing to a competitor of either of the Supplier/Service ProviderParties. For the purposes purpose of this clause, control means the right party who makes this allegation shall carry the burden to direct prove same;
8.3 The Contractor shall be entitled to terminate this Agreement on written Notice to the affairs of a company whether by ownership of shares, membership Customer if the Customer breaches any provision of the board licence agreement in respect of directors, agreement or otherwisethe Software.
26.8 Notwithstanding this clause 268.4 The termination of the Agreement, Transnet for whatever reason, shall not affect the rights of either of the Parties:
8.4.1 that may cancel this Agreementwithout cause have accrued before the termination of the Agreement; or
8.4.2 which specifically or by their nature survives the termination of the Agreement.
8.5 Either of the Parties may terminate the Agreement at any stage by giving 30 [thirty] the other 2 (two) calendar days prior written notice thereof months’ Notice of its intention to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreementdo so.
Appears in 1 contract
Samples: Memorandum of Agreement
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either 12.1 Should a Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [(“the Defaulting Party] commits ”) commit a material breach of any provision of this Agreement and fails fail to remedy such breach within 30 [thirty] calendar 14 (fourteen) days from the date of written notice thereof, the from any other Party [hereinafter to this Agreement (“the Aggrieved Party]”) calling upon it to do so, the Aggrieved Party shall have the right, without prejudice to any other rights available in law, either:
12.1.1 if the breach complained of can be fully remedied by the payment of money, to take whatever action may be necessary to obtain payment of the amounts required by the Aggrieved Party to remedy such breach; or
12.1.2 if the breach complained of cannot be fully remedied by the payment of money, or, alternatively, if it can be so remedied and payment of any amounts claimed by the Aggrieved Party in terms of clause 12.1.1 is not made to the Aggrieved Party within 7 (seven) days of the date of determination through arbitration or legal process of the amount legally payable, to take whatever action may be necessary to enforce its rights under this Agreement or to terminate this Agreement, and in either event to claim such damages as it may have suffered as a result of such breach of contract.
12.2 The Defaulting Party shall be liable for all costs and expenses (calculated on an attorney and own client scale) incurred as a result of or in connection with the default.
12.3 Without limiting the generality of this clause 12, if at any time it is or becomes unlawful for the Company to perform or comply with any or all of its obligations under this Agreement or any of its obligations under this Agreement are not or cease to be legal, valid, binding and enforceable, the Company shall be entitled, in addition without prejudice to any other rights and or remedies that which it may have under this Agreement or otherwise, by written notice to the Subscriber, to claim immediate payment of the balance of the Subscription Price and all Interest accrued in terms thereof regardless of this Agreementwhether or not such amounts are then otherwise due and payable.
12.4 Notwithstanding the aforesaid, should the Subscriber institute and/or cause to be instituted, any legal action of any nature whatsoever against the Company, the Company shall have the right, exercisable by written notice given to the Subscriber at any time after the institution of any such legal action, to terminate this Agreement forthwith without and purchase from the Subscriber all of the Subscription Shares at a value determined by the Auditors less any liability and without prejudice to any claims which amounts owed by the Aggrieved Party may have for damages against the Defaulting Party.
26.6 Either Party may terminate this Agreement forthwith by notice in writing Subscriber to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency Company in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subjectclause 5.1.
26.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 1 contract
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found15.1. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to If either Party is in breach of any of its material obligations hereunder, the other Party may servo a written notice requiring the breaching Party to remedy the breach complained of within sixty (60) days thereafter. In relation to the Distributor, a breach of a material obligation will be deemed to have arisen in any event if, having been required so to do in writing by Xxxxxxx, it either (a) fails within the agreed period of time to submit a new offer and all acceptable (to Xxxxxxx) business plan or (b) fails in a material sense to comply with the agreed action plans arising from a business review with Xxxxxxx. If the breach is not remedied within the sixty (60) day period or such other period as may be agreed between the Parties on a case by case basis, then the innocent Party may terminate this Agreement immediately by written notice and the relevant provisions which are of this Article 15 shall apply.
15.2. This Agreement may be terminated immediately by written notice:
15.2.1 from one Party to survive the other upon the other Party being dissolved, bankrupted, liquidated or going into administration or receivership, or in the case of the Distributor filing for protection from its creditors under a Chapter 11 type procedure; provided that if a Party goes into voluntary liquidation for the purposes of amalgamation or reconstruction, this will not constitute a cause for termination so long as the new entity immediately confirms in writing its ability and desire to continue with the Agreement;
15.2.2 from Xxxxxxx if the Distributor attempts to assign or transfer this Agreement or impliedly do so shall remain any rights or obligations hereunder without Xxxxxxx prior written consent;
15.2.3 from Xxxxxxx if the ownership or control of the Distributor or its parent or ultimate parent is acquired by a third party (whether an individual, corporate entity or partnership) and that third party is in force and Xxxxxxx reasonable opinion considered by Xxxxxxx either to be a I competitor in effect.a material sense to Its business or not reasonably capable of continuing the performance of the Distributor’s obligations hereunder. For the purposes hereof “ownership or control” is defined as being either the acquisition of at least 25% of the issued voting stock or the ability to approve the Distributor’s annual business plan or control the Distributor’s operational activities;
26.2 On termination of this Agreement 15.2.4 from Xxxxxxx if the Distributor defaults under any financing agreement with or a Work Orderguarantee to Xxxxxxx, or if the Service Provider will immediately deliver upDistributor willfully falsifies any claim, and procure that its Personnel will immediately deliver up record, report or other material representation; or
15.2.5 if applicable, from Xxxxxxx to Transnet, all Deliverables and property belonging to Transnet [or, Distributor in the event that the Sales and Service Agreement by and between Caterpillar Inc. and any affiliate of termination of a Work Order, such as Distributor is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been doneterminated for any reason.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that 15.3. If this Agreement is terminated by either Party under Articles 15.1 or 15.2, then the Service Provider under clause Error! Reference source not foundfollowing provisions shall apply:
15.3.1 All indebtedness as between the Parties shall become immediately due and payable.
15.3.2 Unless otherwise mutually agreed all unfilled orders for Products shall be cancelled without liability on the part of either Party.
15.3.3 The distributor shall immediately remove and discontinue and shall, if required by Xxxxxxx, cause its Dealers to do the same, the use of all signs, stationary, advertising and other material identifying them with Xxxxxxx and the Products. [Term and Cancellation], They shall also refrain from all conduct that would indicate to the public any continuation of a Product selling activity as a distributor directly or in the event that a Work Order indirectly of Xxxxxxx.
15.4. If this Agreement is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [(a) an expiration of the Defaulting Party] commits initial term or any extended term without renewal or (b) by reason of a material Xxxxxxx breach of this the Agreement and fails or (c) by reason of a Xxxxxxx Insolvency etc. as detailed in Article 15.2.1, then Xxxxxxx undertakes subject to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, Article 15.4 to terminate this Agreement forthwith without any liability and without prejudice to any claims which repurchase from the Aggrieved Party may have for damages against Distributor all Products (as defined below) in the Defaulting Party.
26.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms inventory of the Insolvency Act, 24 Distributor and Its Dealers as at the date of 1936 [as amended termination. The Distributor shall be responsible for all repurchase of Engines and Parts from time to time], or if its Dealers before any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) repurchase by Xxxxxxx. The enforcement by the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subject.
26.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control Distributor of the Supplier/Service Provider by notice in writing to Xxxxxxx repurchase obligation shall be the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership sole and exclusive remedy of the board Distributor in the events of directors, agreement or otherwisetermination as referenced above.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 1 contract
Samples: Distribution Agreement (Power Solutions International, Inc.)
BREACH AND TERMINATION. 26.1 23.1 Termination in accordance with clause Error! Reference source not found. 6 [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 23.2 In the event that this Agreement is terminated by the Service Provider Supplier under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not23 [Breach and Consequences of Termination], Transnet will pay to the Supplier all outstanding Fees [apportioned on a pro rata basis] relating to the work undertaken by the Supplier up until the date of such termination. Transnet will also pay the costs of any goods and materials ordered by the Supplier in relation to the such work for which the Supplier has paid or is legally obliged to pay, in which case, on delivery of such goods or materials, the Supplier will promptly deliver such goods and materials to Transnet or as it may direct.
26.5 23.3 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party.
26.6 23.4 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subject.
26.7 23.5 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise.
26.8 23.6 Notwithstanding this clause 2623, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 23.7 The provisions of clauses 2 [Definitions], 19 17 [Warranties], 25 22 [Rights on Cancellation], 29 27 [Confidentiality], 32 29 [Limitation of Liability], 33 30 [Intellectual Property Rights], 36 33 [Dispute Resolution] and 40.1 37.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 1 contract
Samples: Master Agreement
BREACH AND TERMINATION. 26.1 22.1 Termination in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
26.2 22.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 22.3 To the extent that any of the Deliverables and property referred to in clause 26.2 22.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 22.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 22.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party.
26.6 22.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subject.
26.7 22.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise.
26.8 22.8 Notwithstanding this clause 2622, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 22.9 The provisions of clauses 2 [Definitions], 19 Error! Reference source not found. [Warranties], 25 21 [Rights on Cancellation], 29 25 [Confidentiality], 32 28 [Limitation of Liability], 33 29 [Intellectual Property Rights], 36 32 [Dispute Resolution] and 40.1 36.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 1 contract
Samples: Master Agreement
BREACH AND TERMINATION. 26.1 22.1 Termination in accordance with clause Error! Reference source not found. 6 [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 22.2 In the event that this Agreement is terminated by the Service Provider Supplier under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not22 [Breach and Consequences of Termination], Transnet will pay to the Supplier all outstanding Fees [apportioned on a pro rata basis] relating to the work undertaken by the Supplier up until the date of such termination. Transnet will also pay the costs of any goods and materials ordered by the Supplier in relation to the such work for which the Supplier has paid or is legally obliged to pay, in which case, on delivery of such goods or materials, the Supplier will promptly deliver such goods and materials to Transnet or as it may direct.
26.5 22.3 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party.
26.6 22.4 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subject.
26.7 22.5 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise.
26.8 22.6 Notwithstanding this clause 2622, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 22.7 The provisions of clauses 2 [Definitions], 19 17 [Warranties], 25 22 [Rights on Cancellation], 29 26 [Confidentiality], 32 28 [Limitation of Liability], 33 29 [Intellectual Property Rights], 36 32 [Dispute Resolution] and 40.1 36.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 1 contract
Samples: Master Agreement
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice 17.1 If a Party –
17.1.1 takes steps to place itself, or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [oris placed, in the event of termination of a Work Orderliquidation, such as is relevant to that Work Order] which may be in the possession of, whether voluntarily or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation]compulsorily, or in the event that a Work Order judicial management, in either case whether provisionally or finally;
17.1.2 takes steps to de-register itself or is terminated by Transnet under clause Error! Reference source notde-registered;
26.5 If either Party [the Defaulting Party] 17.1.3 commits a material breach of any provision of this Agreement and fails to remedy such the breach within 30 [thirty] calendar 10 (ten) business days of after it receives written notice thereofto do so, provided that –
17.1.3.1 if the breach can reasonably be remedied within a shorter period, the Party giving the notice may specify that shorter period in the notice and the Party in default shall remedy the breach within that period; or
17.1.3.2 if the breach cannot reasonably be remedied within such 10 (ten) business day period, the Party in default shall be entitled to an extension, not exceeding a further 10 (ten) business days, to remedy the breach, on condition that the Party in default provides evidence to the reasonable satisfaction of the other 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; the Party shall be in default.
17.2 If a Party is in default (“Defaulting Party”), the other Party [hereinafter (“the Aggrieved Party], ”) shall be entitled, in addition at its option without prejudice to any other rights and remedies right that it may have under this Agreement or at law –
17.2.1 to claim immediate specific performance of any of the Defaulting Party’s obligations under this Agreement, with or without claiming damages, whether or not such obligation has fallen due for performance and to require the Defaulting Party to provide security to the satisfaction of the Aggrieved Party for the Defaulting Party’s obligations; or
17.2.2 to cancel this Agreement, with or without claiming damages, in which case written notice of the 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 –
17.2.2.1 it is capable of being remedied, but is not so remedied within the Notice Period; or
17.2.2.2 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.
17.3 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.
17.4 The Aggrieved Party’s remedies in terms of this Agreement, to terminate this Agreement forthwith without any liability and clause 17 are without prejudice to any claims other remedies to which the Aggrieved Party may have for damages against the Defaulting Partybe entitled in law.
26.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subject.
26.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 1 contract
Samples: Shared Services Agreement (Harmony Gold Mining Co LTD)
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect 14.1 Should any right Party (the Defaulting Party) commit a breach, other than a material breach, of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms provisions of this Agreement, then any other Party (the Aggrieved Party) shall be entitled to terminate this Agreement forthwith without require the Defaulting Party to remedy the breach within 5 (five) Business Days, or any liability and other reasonable time, of delivery of a written notice requiring it to do so. If the Defaulting Party fails to remedy the breach within the period specified in such notice the Aggrieved Party shall be entitled to claim immediate payment and/or performance by the Defaulting Party of all of the Defaulting Party’s obligations. The aforegoing is without prejudice to any claims which such other rights as the Aggrieved Party may have for damages against the Defaulting Partyat law.
26.6 Either Party 14.2 The BHF may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subject.
26.7 Transnet may immediately terminate this Agreement at any time within 2 [two] months by giving written notice of becoming aware of a change of control of the Supplier/Service Provider by notice in writing such termination to the Supplier/Service Provider. For User if:
14.2.1 the User is, other than for the purposes of this clausereconstruction or amalgamation, control means placed under voluntary or compulsory liquidation/sequestration (whether provisional or final) or under business rescue or under receivership or under the right to direct the affairs equivalent of a company whether by ownership of shares, membership any of the board aforegoing;
14.2.2 a final and unappealable judgement against the User remains unsatisfied for a period of directors10 (ten) Business Days or more after it comes to the notice of the User;
14.2.3 the User makes any arrangement or composition with its creditors generally or ceases to carry on business;
14.2.4 ceases to render medical services and/or becomes unauthorized to, agreement or otherwisedisqualified from providing medical services.
26.8 Notwithstanding 14.3 Any termination of this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof Agreement pursuant to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation clause 14.2 shall be without prejudice to any claim which a Party may have in respect of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] any prior breach of the terms and 40.1 [Governing Law] shall survive termination or expiry conditions of this AgreementAgreement by the other Party.
Appears in 1 contract
Samples: Terms and Conditions
BREACH AND TERMINATION. 26.1 Termination in accordance 8.1 Should any Party (“the Defaulting Party”) commit a breach of any of the provisions hereof, then the other Party (“the Aggrieved Party”) shall, if it wishes to enforce its rights hereunder, be obliged to give the Defaulting Party 10 (ten) days’ written notice to remedy the breach. If the Defaulting Party fails to comply with clause Error! Reference source not found. [Term and Cancellation] such notice, the Aggrieved Party shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue be entitled to either Party and all provisions which are to survive cancel this Agreement or impliedly do so shall remain in force and in effect.
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated claim immediate payment and/or performance by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Defaulting Party [of all of the Defaulting Party] commits a material breach of this Agreement and fails ’s obligations whether or not the due date for payment and/or performance shall have arrived, in either event without prejudice to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition ’s rights to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and claim damages. The a foregoing is without prejudice to any claims which such other rights as the Aggrieved Party may have at law : Provided always that, notwithstanding anything to the contrary contained in this Agreement, the provisions of this clause 8 shall be subject to the provisions of clause 9.1 and the Aggrieved Party shall not be entitled to cancel this Agreement for damages against any breach by the Defaulting PartyParty unless such breach is a material breach going to the root of this Agreement and is incapable of being remedied by a payment of money or, if it is capable of being remedied by a payment of money, the Defaulting Party fails to pay the amount concerned within 10 (ten) days after such amount has been determined.
26.6 Either Party 8.2 Without prejudice to any other remedies which either of the Parties may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency otherwise have in terms of the Insolvency ActAgreement or at law, 24 either of 1936 [as amended from time the Parties shall be entitled to time]terminate the Agreement, or if any actionby written Notice to the other, application or proceeding is made with regard to it forin the event that:
a) a voluntary arrangement or composition or reconstruction 8.2.1 either of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it Parties is subjectfinally liquidated.
26.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control 8.2.2 the controlling interest or ownership in either of the Supplier/Service Provider by notice Parties becomes vested in writing to a competitor of either of the Supplier/Service ProviderParties. For the purposes purpose of this clause, control means the right party who makes this allegation shall carry the burden to direct prove same.
8.3 Delter shall be entitled to terminate this Agreement on written Notice to the affairs of a company whether by ownership of shares, membership Customer if the Customer breaches any provision of the board licence agreement in respect of directors, agreement or otherwisethe Software.
26.8 Notwithstanding this clause 268.4 The termination of the Agreement, Transnet for whatever reason, shall not affect the rights of either of the Parties:
8.4.1 that may cancel this Agreementwithout cause have accrued before the termination of the Agreement; or
8.4.2 which specifically or by their nature survives the termination of the Agreement.
8.5 Either of the Parties may terminate the Agreement at any stage by giving 30 [thirty] the other 2 (two) calendar days prior written notice thereof months’ Notice of its intention to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreementdo so.
Appears in 1 contract
Samples: Support Services Agreement
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to 24.1 Should either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.party:
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that 24.1.1 breach any of the Deliverables and property referred to its obligations in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies terms hereof (including any Statement of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [the Defaulting Party] commits a material breach of this Agreement Work) and fails to remedy such breach (where capable of remedy) within 30 [thirty] a period of 7 (seven) calendar days of written notice thereofor if the breach cannot reasonably be remedied within 7 (seven) calendar days, the other Party [hereinafter the Aggrieved Party], in default shall be entitledentitled to an extension to remedy the breach within such period of time as is agreed between the Parties, on condition that the Party in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party.
26.6 Either Party may terminate this Agreement forthwith by notice in writing default provides evidence to the other Party when reasonable satisfaction of the other Party is unable party within the 7 (seven) days that effective steps to pay 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 debts as they fall due or commits creditors; or
24.1.4 commit any act or omission which would be an act of insolvency in terms of the Insolvency ActAct 1986; or
24.1.5 fail to satisfy any final judgement against it within 21 days of the date when it should have become aware of such judgement; the non-defaulting party shall, 24 of 1936 [as amended from time without prejudice to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to other remedies which it is subject.
26.7 Transnet 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 at and/or any time within 2 [two] months Statement of becoming aware Work or any part of Services under a change Statement of control 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 Supplier/Service Provider by case may be) in terms of this Clause.
24.2 DigiBlu shall be entitled to termination this Agreement or any Statement of Work on sixty ( 60) days written notice in writing where the Dependent Third Party terminates its license or agreement with DigiBlu without reason or as a result of any DigiBlu action or omission. Prior to termination DigiBlu shall first consult with the Supplier/Service Provider. For Customer and determine whether an alternative Dependent Third Party can be utilised for the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership delivery of the board of directors, agreement or otherwiseServices.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof 24.3 Should DigiBlu be obliged to institute legal action against the Supplier/Service Provider, or
26.9 The Customer to enforce any provisions of clauses 2 [Definitions]the Contract Documents, 19 [Warranties]in order to take possession of the DigiBlu Equipment and / or to collect outstanding monies (undisputed monies) which is in arrears, 25 [Rights then the Customer will be responsible for all legal costs on Cancellation]an attorney and own client basis, 29 [Confidentiality]including such tracing fees and collection commission which such attorneys are entitled to charge, 32 [Limitation on successful judgement of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] the DigiBlu claim. All other legal costs shall be on an attorney own client scale and 40.1 [Governing Law] the party successful in its claim and has obtained judgment shall survive termination or expiry of this Agreementbe entitled to said costs.
Appears in 1 contract
Samples: Master Services Agreement
BREACH AND TERMINATION. 26.1 Termination 12.1 Subject to Clause 12.2, where any Party to this Service Level Agreement ("the Party in accordance Breach") has committed a breach of its obligations under this Service Level Agreement and one or more of the other Parties suffers loss as a direct result of such breach, the Party in Breach shall indemnify to the extent permitted by law (including complying with clause Error! Reference source not found. [Term any restriction or control or limitation on the ability of the Party in Breach to incur expenditure) or by any regulatory authority or authority, to whose instructions or directions the Party in Breach is subject, such other Party against all and Cancellation] shall not prejudice any loss, cost, expense or affect any right liability (including legal and other professional costs and expenses on a full indemnity basis) suffered or incurred by the other Party as a result of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effectsuch breach.
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 12.2 To the extent that any a breach results from circumstances which are beyond the reasonable resources or the ability of the Deliverables and property referred Party in Breach to control (for example where demographic changes have exceeded or fallen short of that Party's prudent estimates) the Party in clause 26.2 above are Breach shall to that extent be relieved of its indemnity obligations set out in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies Clause 12.1.
12.3 Each of the same WCAs undertakes to procure to the extent that it can reasonably and lawfully do so (including any contractual limit or restriction on magnetic media and will irretrievably destroy and delete copies so heldits powers) that the acts or omissions of any person, firm or corporation which provides goods or services to it in 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.
26.4 In the event that 12.4 Save as otherwise expressly provided for in this Service Level Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], expiry or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [the Defaulting Party] commits a material breach termination of this Agreement SLA shall not affect the continuing rights of the Parties under Clause 2.4 (Policy 5), Clause 6 (Strategy), Clause 7 (Statutory Directions and fails to remedy such breach within 30 [thirty] calendar days Notices), Clause 10 (Costs), Clause 12 (Breach and Termination), Clause 14 (Confidentiality), Clause 15 (Freedom of written notice thereofInformation Xxx 0000 and Environmental Information Regulations 2004), the other Party [hereinafter the Aggrieved Party]Clause 16 (Joint Statements and Publicity), shall be entitledClause 17 (Dispute Resolution), in addition to Clause 19 (Notices), Clause 22 (Assignment) Clause 27 (Law and Jurisdiction) and Schedule 1 (Definitions) or under any other rights and remedies that it may have in terms provision of this Agreement, SLA which is expressed to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party.
26.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subject.
26.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry which is required to give effect to such termination or the consequences of this Agreementsuch termination.
Appears in 1 contract
Samples: Service Level Agreement
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to 20.1 Should either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.party;
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that 20.1.1 breach any of the Deliverables its obligations in terms hereof (including any Service Schedule) and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails fail to remedy such breach within 30 [thirty] calendar 10 (ten) working days from receipt of a written notice from the other party. If the breach cannot reasonably be remedied within 10 (ten) working days, the Party in default shall be entitled to an extension, not exceeding a further 20 (twenty) days, to remedy the breach, on condition that the Party in default provides evidence to the reasonable satisfaction of the party within the 10 (ten) days that effective steps to remedy the breach have been initiated and continues to provide such evidence on an on-going basis that the steps are being expeditiously pursued.
20.1.2 commits a breach of any payment obligation in terms of any Contract Document and fails to make payment within 7 (seven) days after receipt from the other Party of written notice thereofcalling upon it to do so;
20.1.3 be placed in liquidation or under judicial management or curatorship (in either case, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party.whether provisionally or finally); or
26.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay 20.1.4 effect a compromise with its debts as they fall due or commits creditors; or
20.1.5 commit any act or omission which would would, in the case of an individual, be an act of insolvency in terms of Section 8 of the Insolvency Act; or
20.1.6 fail to satisfy any final judgement against it within 21 days of the date when it should have become aware of such judgement; or the non-defaulting party shall, 24 of 1936 [as amended from time without prejudice to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to other remedies which it is subject.
26.7 Transnet may otherwise have in terms of the Agreement, applicable Service Schedule or at law terminate this Agreement at and/or any time within 2 [two] months of becoming aware Service Schedules or any part of a change of control Services under a Service Schedule on written notice to the defaulting party, 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 the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 1 contract
Samples: Standard Terms and Conditions
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to 11.1 Should either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.party:
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that 11.1.1 breach any of the Deliverables its obligations in terms hereof (including any Service Schedule) and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails fail to remedy such breach within 30 [thirty] calendar 10 (ten) working days from receipt of a written notice from the other party or if the breach cannot reasonably be remedied within 10 (ten) working days, the Party in default shall be entitled to an extension, not exceeding a further 20 (twenty) days, to remedy the breach, on condition that the Party in default provides evidence to the reasonable satisfaction of the party within the 10 (ten) days that effective steps to remedy the breach have been initiated and continues to provide such evidence on an on-going basis that the steps are being expeditiously pursued.
11.1.2 commits a breach of any payment obligation in terms of any Contract Document and fails to make payment within 7 (seven) days after receipt from the other Party of written notice thereofcalling upon it to do so;
11.1.3 be placed in liquidation or under judicial management or curatorship (in either case, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party.whether provisionally or finally); or
26.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay 11.1.4 effect a compromise with its debts as they fall due or commits creditors; or
11.1.5 commit any act or omission which would would, in the case of an individual, be an act of insolvency in terms of Section 8 of the Insolvency Act; or
11.1.6 fail to satisfy any final judgement against it within 21 days of the date when it should have become aware of such judgement; or the non-defaulting party shall, 24 of 1936 [as amended from time without prejudice to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to other remedies which it is subject.
26.7 Transnet may otherwise have in terms of the Agreement, applicable Service Schedule or at law terminate this Agreement and/or any Service Schedules or any part of a Services under a Service Schedule on written notice to the defaulting party, 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
11.2 may have for damages against the defaulting party occasioned by the termination of the Agreement and/or any Service Schedule (as the case may be) in terms of this clause.
11.3 No party may cancel this Agreement on the grounds of a breach of a term of this Agreement unless the breach is material.
11.4 Without prejudice to the aforesaid right, where such breach is the result of non-payment from the Customer and Customer does not execute payment after notice as set out above, Cyanre may suspend Services until the amount due and outstanding has been paid in full. Aforesaid suspension shall not be seen as a cancellation or termination unless Cyanre specifically indicate cancellation of the Agreement;
11.5 The Customer may cancel the Agreement or any Service Schedule at the end of the Initial Period (if any) or if the Customer is a natural person, on at least 20 (twenty) Business Days advance written notice to Cyanre at any time within 2 [two] months prior to the expiration of becoming aware the Initial Period, subject to payment of all amounts due and payable up to the date of cancellation and payment of a change of control reasonable cancellation fee that Cyanre may charge for the early termination in contemplation of the Supplier/Agreement or Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwiseSchedule enduring for its intended Initial Period.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 1 contract
Samples: Master Services Agreement
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found11.1. [Term and Cancellation] shall not prejudice or affect If any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
26.2 On termination the Parties breaches any provision of this Agreement or a Work Order(“Defaulting Party”) and, if such breach is capable of being remedied, fails to remedy the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this breach within 10 Days after written notice has been done.given to the Defaulting Party by any other Party requiring the breach to be remedied, then the other Party shall be entitled to:
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found11.1.1. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [seek an order for specific performance against the Defaulting Party] commits ; or
11.1.2. cancel this Agreement in relation to the Defaulting Party; and / or
11.1.3. claim any damages suffered by the Aggrieved Party. without prejudice to any other rights and remedies existing under common law, statute, or this Agreement. If the Customer is the Defaulting Party, damages will include any cancellation penalties that PSI may be liable for in respect of vendor licenses.
11.2. The Defaulting Party shall be liable for all costs and expenses (calculated on an Attorney and Own Client scale) incurred because of or in connection with any breach.
11.3. This Agreement shall be capable of being terminated by either Party (after the initial period prescribed in clause 6) subject to the provision of two (2) calendar month’s written notice (“Termination Notice”) being provided to the other Party. If the Defaulting Party is PSI:
11.3.1. PSI is to be notified in writing of the default and once notified, will have 10 working days to remedy the default. Failing PSI’s remedying of the default, the Customer will be entitled to deliver its Termination Notice, as prescribed in clause 11.1 supra.
11.4. Any of the following acts shall be deemed as a material breach of this Agreement and render the Agreement capable of immediate termination, without the provision of the Termination Notice:
11.4.1. the Defaulting Party ceases to carry on business.
11.4.2. the Defaulting Party is placed under provisional or final liquidation.
11.4.3. the Defaulting Party undergoes a substantial change in ownership and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, notify the other Party; and
11.4.4. the Defaulting Party [hereinafter has a judgment granted against it and fails to:
11.4.4.1. effect payment of the Aggrieved Party]judgment debt; and/ or
11.4.4.2. takes steps to rescind the judgment, shall be entitledwithin twenty (20) Days of becoming aware of the judgment against it.
11.5. Where the CPA will have application, in addition namely with regards to any other rights and remedies that it may have in terms the termination of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party.
26.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms provisions of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subject.
26.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] CPA shall survive termination or expiry of supersede this Agreement.
Appears in 1 contract
Samples: Service Level Agreement
BREACH AND TERMINATION. 26.1 Termination 9.1 If Party B acts in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right breach of action or remedy which shall have accrued or shall thereafter accrue to either Party and all the provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
26.2 On termination of this Agreement by delaying to submit the Work, Party A may send a reminder to Party B (by way of delivery via courier or a email or any other means). If the Work Orderdelivered by Party B does not meet Party A's requirements,
9.2 If Party B is in breach of Clause 3 of this Agreement, Party A may take such measures as is necessary and appropriate to protect its own rights and interests, including but not limited to the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Share of Single Work Order, such as is relevant to that Work Order] which may be in Income and share payments and the possession of, or under the control termination of the Service ProviderAgreement; moreover, and certify to Transnet in writing that this has been done.
26.3 To Party B shall return 【50】% of all income obtained from Party A from the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [the Defaulting Party] commits a material breach performance of this Agreement and compensate Party A for all losses suffered in that connection, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and travel fees.
9.3 If Party B is in breach of the warranties in Clause 4.1 of this Agreement, Party A may, at its sole discretion, withhold the publication of the Work and the payment of licensing fees and share; moreover, Party B shall return to Party A 【50】% of all income obtained from Party A from the performance of this Agreement and compensate Party A for all losses suffered in that connection, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and travel fees.
9.4 If Party B breaches any provisions of this Agreement, or the Work delivered by Party B does not comply with Party A's requirements, or the Work does not meet the market's demand, Party A may require Party B to make additions to or revisions of the completed Work; if Party B refuses to accept Party A's reasonable revision requirements or still fails to remedy meet Party A's reasonable requirements after three (3) revisions, Party A has the right to choose to immediately suspend or terminate this Agreement; Party A may also take measures to protect its own rights and interests, including but not limited to having the Work continue to be written by Party A itself or a commissioned third party until it is completed (the copyright to the part of the Work completed by Party A itself or a commissioned third party shall belong to Party A, and Party A is not required to make any payment to Party B for any fees related to this part of the Work), and changing the method of payment of Single Work Income fees; moreover, Party B shall return 【50】% of all income obtained from Party A from the performance of this Agreement and compensate Party A for all losses suffered in that connection, including but not limited to expenses incurred by Party A such as notary fees, attorney fees, and litigation fees.
9.5 If Party B violates any of its warranties under Clauses 4.2 of this Agreement, Party A has the right to immediately terminate this Agreement and require that Party B compensate Party A for all losses suffered in that connection, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and travel fees.
9.6 If Party B acts in breach within of its warranty under Clause 4.3 of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Clause 9.5 above, Party B shall also independently bear all relevant criminal liability.
9.7 If Party A unreasonably owes Party B payable Share of Single Work Income and still makes no payment despite written reminders from Party B, additional charges at 2 per cent. of the amount of Share of Single Work Income owed per day shall be borne by Party A; if the payments continue to be owed for over thirty (30) days, Party B has the right to terminate this Agreement upon 30 [thirty] calendar days of days’prior written notice thereofto Party A.
9.8 In addition to the foregoing provisions, if either Party acts in breach of the obligations stipulated under this Agreement, the Party in breach shall immediately refrain from acting in breach of the Agreement within five (5) days upon receipt of a written notice from the other Party requesting rectification; if the Party in breach continues to breach this Agreement or fails to fulfil its obligations hereunder, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party.
26.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subject.
26.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means has the right to direct suspend, rescind, or terminate the affairs Agreement in advance and shall be compensated for all resulting losses suffered, including but not limited to additional expenses such as notary fees, attorney fees, accreditation fees, litigation fees, and travel fees.
9.9 For the avoidance of a company whether by ownership of sharesdoubt, membership if the Agreement is terminated in accordance with this Clause 9, the irrevocable licence granted in Clause 3 will be survival for another thirty (30) days for the purpose that Party A can completed the deletion of the board of directors, agreement or otherwiseWork from Party A's Web Channel(s) and Other Digital Channel(s).
26.8 Notwithstanding 9.10 The Parties agree and acknowledge that if this clause 26Agreement is suspended, Transnet may cancel terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof Agreement with respect to the Supplier/Service Providertransferring, or
26.9 The provisions licensing, and confidentiality obligations in respect of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] the Work shall survive termination or expiry of this Agreementremain in force.
Appears in 1 contract
Samples: Distribution Agreement
BREACH AND TERMINATION. 26.1 25.1. In the event of the Contractor failing to promptly commence performance of any obligation for which it is liable, or failing to carry out such obligation, partially or fully, without delay, TNPA shall be entitled to appoint an alternate Contractor to perform such obligation. Should TNPA exercise the right to do so at any stage, it shall also be entitled to claim and recover all damages and costs incurred thereby (directly or indirectly) from the Contractor, who hereby undertakes to pay such damages and costs to TNPA upon demand.
25.2. In the event of either party to this Agreement committing a breach of any provision of this Agreement ("the defaulting party"), excluding clause 7.1 (including 7.1.1 to 7.1.19), and the defaulting party fails to remedy such breach within 48 (forty eight) hours after having received written notice from the other party ("the aggrieved party") to remedy such breach, the aggrieved party shall be entitled to terminate this Agreement, immediately, by notice in writing to the defaulting party.
25.3. Without derogating from the provisions of clause 25.2, and in addition thereto, in the event of the Contractor for any reason committing a breach of the provisions of clauses 7.1. (including 7.1.1. to &.1.19) of this Agreement and failing to remedy such breach within twelve (12) hours after having received written notice from TNPA calling upon it to rectify such breach, TNPA shall be entitled to terminate this Agreement, immediately, by notice in writing to the Contractor.
25.4. Should the Contractor’s certificate from DEA for a Landfill Registration Certificate, certificate for carry and/or transport dangerous goods and/or any other certification required for the performance of the Service, be suspended, revoked by an appropriate authority or competent person, for any reason whatsoever, or should the Contractor’s competence to render the Service be terminated, or diminished in a material manner, such suspension, revocation, setting aside, termination or diminution shall be deemed to be a breach of this Agreement, entitling TNPA to terminate the Agreement forth with without notice to the Contractor.
25.5. Should the Contractor’s insurance(s) for any reason whatsoever be suspended, revoked, set aside or terminated by their insurance Contractor, such suspension, revocation, setting aside or termination shall be deemed to be a breach of this Agreement, entitling TNPA to cancel as is prescribed in clause 25.4, summarily without notice.
25.6. Should the Contractor fail to register on the South African Waste Information System (SAWIS) as required by the South African Waste Information Centre (SAWIC) and fail to upload the Waste quantities on a weekly basis, as set out in clauses 7.1.7 and 7.1.8 above, such failure shall be deemed to be a breach of this Agreement, entitling TNPA to provide notice to the Contractor as prescribed in clause 25.3 above.
25.7. Should the Contractor act in conflict with or fail to comply with any statutory provision, regulation, by-law, rule or programme or TNPA policy or procedure that has a direct bearing on the Service, such action or failure shall be deemed to be a breach of this Agreement, entitling TNPA to give notice as is prescribed in clause 25.3.
25.8. Should TNPA incur any losses, including but not limited to damage to or harm of the environment including fauna and flora, damage, harm or theft of TNPA’s property, damage, harm or theft of TNPA’s third party property, fraud and or any other criminal activities and or civil action that are to the detriment of TNPA, at the Port(s) where the Contractor is performing the Service, such action shall be deemed to be a breach of this Agreement, entitling TNPA to cancel as is prescribed in clause 25.4, summarily without notice.
25.9. Notwithstanding anything to the contrary set out in this Agreement, and in addition thereto, TNPA may summarily terminate this Agreement without notice in the event of the Contractor perpetrating a fraud of any nature upon TNPA, or performing any act in the nature of a fraud, or being in breach of any environmental legislation which has any bearing on the subject matter of this Agreement, including, without limitation, any one or more of the provisions of the Environment Conservation Act No. 73 of 1989 and/or the National Environmental Management Act No. 107 of 1989 and/or the National Nuclear Regulator Act No. 47 of 1999 and/or the Nuclear Energy Act No. 46 of 1999 and/or the Hazardous Substances Act No. 15 of 1973 and/or any other applicable or relevant environmental or related legislation. Any action taken by TNPA pursuant to the provisions of this clause shall be in addition to and without prejudice to any other rights which it may have in law, including the right to claim and recover damages from the Contractor as a result of its breach of this clause.
25.10. Notwithstanding anything contained to the contrary in this Agreement, TNPA may terminate this Agreement at any time by giving written notice to the Contractor of such termination if:
25.10.1. the Contractor is, other than for the purposes of reconstruction or amalgamation, placed under voluntary or compulsory liquidation, provisionally or finally, or under provisional or final judicial management, or under receivership or under any of the equivalent of any of the aforegoing;
25.10.2. a final and unappealable judgment against the Contractor remains unsatisfied for a period of twenty–one (21) days or more after it comes to the notice of the board of directors of the Contractor;
25.10.3. the Contractor makes any arrangements or composition with all or some of its creditors, or ceases or threatens to cease carrying on business;
25.10.4. the Contractor cease or threaten to cease to carry on its normal line of business or default or threaten to default in the payment of its liabilities generally, or commit any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as may be amended from time to time];
25.10.5. the Contractor makes any material incorrect or untrue statement or representation to TNPA in connection with any information furnished by it in respect of this Agreement, or, without limitation, in the tender documents preceding the conclusion by the Parties of this Agreement , then upon the occurrence of any one (1) or more of such events, TNPA may without prejudice to any other rights it may have against the Contractor, elect to immediately terminate this Agreement forthwith by written notice of such termination to the Contractor
25.11. Notwithstanding anything to the contrary contained in this Agreement, and in addition to all of its other rights, TNPA shall also be entitled to cancel this Agreement, in whole or in part, (as it in its sole discretion may determine) upon thirty (30) days' written notice given by TNPA to the Contractor, without assigning any reason for such action. Such termination by TNPA shall not form the subject of any arbitration or review and shall be binding upon the Contractor who shall have no claim of any nature, howsoever arising, against TNPA out of such termination.
25.12. Notwithstanding anything to the contrary contained in this Agreement, and in addition to all of its other rights, TNPA shall also be entitled to cancel this Agreement, if any event or series of events occurs (whether or not caused by any reasons whatsoever outside the control of the Contractor or TNPA) which, in the reasonable opinion of TNPA might have a material or adverse effect on the performance of the Service or the operations of TNPA at the Port of Saldanha, whether or not as contemplated in this Agreement.
25.13. Termination in accordance with this clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
26.2 25.14. On termination of this Agreement or a Work Order, the Service Provider Contractor will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet TNPA [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, Contractor and certify to Transnet TNPA in writing that this has been done.
26.3 25.15. To the extent that any of the Deliverables and property referred to in clause 26.2 25.1.4. above are is in electronic form and contained on non-detachable storage devices, the Service Provider Contractor will provide Transnet TNPA with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 25.16. In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], Contractor or in the event that a Work Order is terminated by Transnet under Transnet, in terms of the provisions of this Agreement then TNPA will pay to the Contractor all outstanding Fees [apportioned on a pro rata basis] relating to the work undertaken by the Contractor up until the date of such termination. TNPA will also pay the costs of any goods and materials ordered by the Contractor in relation to the such work for which the Contractor has paid or is legally obliged to pay, in which case, on delivery of such goods or materials, the Contractor will promptly deliver such goods and materials to TNPA or as it may direct.
25.17. The provisions of clauses 2 [Definitions], 5 [Good faith, no agency, warranty to perform], 27 [Liability], 32 [Confidentiality], 25 [Breach and Termination], 36 [Governing Law] and clause Error! Reference source not40 [Dispute Resolution] shall survive termination or expiry of this Agreement.
26.5 25.18. If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party.
26.6 Either Party may terminate this Agreement forthwith by notice in writing 25.19. Notwithstanding anything to the other Party when the other Party is unable contrary contained in this Agreement, and in addition to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction all of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidatorother rights, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction TNPA shall also be entitled to which it is subject.
26.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof agreement, in whole or in part, (as it in its sole discretion may determine) in the event that the Contractor colludes with any other party in respect of any Tender submitted to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this AgreementTNPA.
Appears in 1 contract
Samples: Waste Management Services Agreement
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to 20.1 Should either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.party;
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that 20.1.1 breach any of the Deliverables its obligations in terms hereof (including any Service Schedule) and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails fail to remedy such breach within 30 [thirty] calendar 10 (ten) working days from receipt of a written notice from the other party. If the breach cannot reasonably be remedied within 10 (ten) working days, the Party in default shall be entitled to an extension, not exceeding a further 20 (twenty) days, to remedy the breach, on condition that the Party in default provides evidence to the reasonable satisfaction of the party within the 10 (ten) days that effective steps to remedy the breach have been initiated and continues to provide such evidence on an on-going basis that the steps are being expeditiously pursued.
20.1.2 commits a breach of any payment obligation in terms of any Contract Document and fails to make payment within 7 (seven) days after receipt from the other Party of written notice thereofcalling upon it to do so;
20.1.3 be placed in liquidation or under judicial management or curatorship (in either case, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party.whether provisionally or finally); or
26.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay 20.1.4 effect a compromise with its debts as they fall due or commits creditors; or
20.1.5 commit any act or omission which would would, in the case of an individual, be an act of insolvency in terms of Section 8 of the Insolvency Act; or
20.1.6 fail to satisfy any final judgement against it within 21 days of the date when it should have become aware of such judgement; or the non-defaulting party shall, 24 of 1936 [as amended from time without prejudice to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to other remedies which it is subject.
26.7 Transnet may otherwise have in terms of the Agreement, applicable Service Schedule or at law terminate this Agreement and/or any Service Schedules or any part of a Services under a Service Schedule on written notice to the defaulting party, 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 the this Agreement and/or any Service Schedule (as the case may be) in terms of this clause.
20.2 No party may cancel this Agreement on the grounds of a breach of a term of this Agreement unless the breach is material.
20.3 Without prejudice to the aforesaid right, where such breach is the result of non-payment from the Customer and Customer does not execute payment after notice as set out above, LexTrado may suspend Services until the amount due and outstanding has been paid in full. Aforesaid suspension shall not be seen as a cancellation or termination unless LexTrado specifically indicate cancellation of the Agreement;
20.4 The Customer may cancel the Agreement or any Service Schedule at the end of the Initial Period (if any) or if the Customer is a natural person, on at least 20 (twenty) Business Days advance written notice to LexTrado at any time within 2 [two] months prior to the expiration of becoming aware the Initial Period, subject to payment of all amounts due and payable up to the date of cancellation and payment of a change of control reasonable cancellation fee that LexTrado may charge for the early termination in contemplation of the Supplier/Agreement or Service Provider by notice in writing Schedule enduring for its intended Initial Period.
20.5 If the Customer is a Juristic Person, the Customer may not terminate the Agreement or Service Schedule prior to the Supplier/Service Provider. For the purposes of this clause, control means the right Initial Term except as otherwise agreed to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of under this Agreement.
Appears in 1 contract
Samples: Standard Terms and Conditions
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect 22.1 If any right Party (“Defaulting Party”) commits a breach of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to its obligations in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [the Defaulting Party] commits a material breach terms of this Agreement and fails to remedy such that breach within 30 [thirty] calendar a period of 14 (fourteen) days of written notice thereof, being called upon to do so in writing by any of the other Parties, then that other Party [hereinafter the Aggrieved Party]may, shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability at its option and without prejudice to any claims other rights which the Aggrieved Party it may have at law:
(a) sue for damages against specific performance of the Defaulting Party’s obligation under this Agreement and any damages which it may have suffered as a result of that breach; and/or
(b) sue for damages in lieu of specific performance.
26.6 Either (c) in the case of the Seller, to the extent allowed by law, demand and receive payment under any guarantee and/or other security for such obligations, letter of credit or other credit support document without following any judicial procedure, provided that no Party may cancel this Agreement or the sale herein unless otherwise permitted in this clause 22.
22.2 Notwithstanding clause 22.1, after the Signature Date, subject only to clause 22.4, none of the Parties will have the right to cancel this Agreement as a result of a breach of its provisions.
22.3 In the case of material breach committed prior to the Closing Date, the Buyers may, if committed by the Seller and the Seller may, if committed by the Buyers or either of them, terminate this Agreement prior to the Closing Date. Material breach shall include, but not be limited to breach of:
(a) any material warranty or other material provision of this Agreement, provided that the Party in material breach has failed to remedy the material breach within 10 (ten) Business Days of written notice requiring the material breach to be remedied unless the 10 (ten) Business Days coincides with the Closing Date in which case, the Party in material breach must remedy that breach before the Closing Date even if the notice period is accordingly shorter than 10 (ten) Business Days; and/or
(b) the restraint, lockout, intellectual property and/or confidentiality provisions recorded in this Agreement.
22.4 Any Party may terminate this Agreement forthwith by notice in writing prior to the Closing Date in the event that:
(a) any other Party when is, other than for the other Party is unable to pay its debts as they fall due purposes of reconstruction or commits any act amalgamation, placed under voluntary or omission which would be an act of insolvency compulsory liquidation or sequestration, whether provisional or final;
(b) business rescue proceedings are commenced in terms of the Insolvency Act, 24 Companies Act in respect of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:other Party; or
a(c) a voluntary any other Party makes any arrangement or composition compromise with its creditors generally or reconstruction of its debts;
b) its winding-up ceases or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction threatens to which it is subjectcease to carry on business.
26.7 Transnet 22.5 Any cancellation pursuant to this clause22 will be without prejudice to any claim a Party may terminate have in respect of any prior breach of the terms of this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwiseanother Party.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 1 contract
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found. [Term If a Party:
13.1 Fails to pay any amount by due date and Cancellation] shall not prejudice or affect fails to make payment within 10 (ten) days of (breach) written notice to do so;
13.2 Breaches any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [the Defaulting Party] commits a material breach other provision of this Agreement and fails to remedy such the breach within 30 [thirty] calendar 10 (ten) days of written notice thereofto do so, provided that:
13.2.1 if the breach can reasonably be remedied within a shorter period the Party giving notice may specify that shorter period in the notice and the Party in default will remedy the breach within that period;
13.2.2 if the breach cannot reasonably be remedied within 10 (ten) days, the Party will be entitled to an extension, not exceeding a further 60 (sixty) days to remedy the breach on condition that the Party in default provides evidence to the reasonable satisfaction of the other Party [hereinafter within the Aggrieved Party]10 (ten) 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;
13.2.3 take steps to deregister itself or is deregistered unless for purposes of restruc- turing and/or reorganisation of itself; commits an act of insolvency as defined in the Insolvency Act as amended from time to time, shall be entitledor, in addition to any other rights and remedies that it may have in terms of this Agreementbeing a corporate body, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party.
26.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any an act or omission which would be an act of insolvency if committed by a natural person unless for purposes of restructuring and/or reorganisation of itself; then the Party will be in terms default.
13.3 Is in default, the other Party (the aggrieved Party) will be entitled, in addition, to all other remedies at law, to:
13.3.1 cancel the Agreement, in which event the aggrieved Party may retain all monies paid by the Party in default or claim damages;
13.3.2 if the aggrieved Party elects to claim damages, the aggrieved Party may retain all monies paid by the Party in default pending determination of the Insolvency Actamount of the damages; or
13.3.3 uphold the Agreement in which event the full balance owing and all other obligations owed by the Party in default will, 24 at the option of 1936 [as amended from time to time]the aggrieved Party, become immediately due, payable and enforceable.
13.4 Is in default and the default is of a continuing nature or if a Party is in breach of any actionprovisions of this Agreement and has been given written notice to remedy the breach, application or proceeding is made with regard to it forthe aggrieved Party:
a) 13.4.1 may suspend performance of the aggrieved Party’s obligations during the default or breach; and
13.4.2 will be entitled to a voluntary arrangement or composition or reconstruction reasonable additional period for the performance of its debtsthe ag grieved Party’s obligations.
13.5 Termination of this Agreement by the Licensor will be without prejudice to any existing rights and/or claims that the Licensor may have against the Licensee.
13.6 Subject at all times to clause 4, in the event of the termination of this Agreement, how soever arising:
13.6.1 the Licensee will cease forthwith to use the Intellectual Property;
b13.6.2 the Licensee will, within 20 (twenty) its winding-Business Days deliver up to the Licensor all Intellectual Property together with all documents, packaging, advertising, promotional or dissolution;
c) other material and all copies thereof containing any reference to the appointment Technology Platform or containing any of a liquidatorthe Intellectual Property, trusteein the possession, receiver, administrative receiver custody or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subject.
26.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider Licensee;
13.6.3 the Licensor will be entitled to request the Registrar of Technology Platform in the Territory to cancel any registrations of the Licensee as a registered user of the Technology Platform and the Licensee will upon demand by notice the Licensor cooperate and do any and all acts and things and execute all such documents as may be necessary to procure such cancellations;
13.6.4 if applicable, the Licensee will forthwith change its corporate name and trading style to a name not including the Technology Platform or any of them or anything confusingly similar thereto and will file all necessary documentation and pay all necessary fees to record such change of name at the relevant office in writing the relevant Territory;
13.6.5 the Licensee will not do or omit to do any act after the expiry or termination of this Agreement which might reasonably lead any person to believe that the Licensee is still licensed to use the Intellectual Property or any part thereof;
13.6.6 all provisions of this Agreement which in order to give effect to the Supplier/Service Provider. For the purposes of this clause, control means the right meaning needs to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwisesurvive its termination will remain in full force and effect after termination.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 1 contract
Samples: Intellectual Property and Technology Platform License Agreement
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which 16.1 The Licensor shall have accrued or shall thereafter accrue the right to either Party and all provisions which are to survive terminate this Agreement or impliedly do so shall remain in force with immediate effect and in effect.
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition without prejudice to any other rights and remedies that 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, Agreement be entitled : -
16.2.1 forthwith and without notice to terminate claim payment of all amounts owing by the Licensee to the Licensor; and/or
16.2.2 to cancel this Agreement forthwith without and any liability order for Products and without prejudice to any claims which immediately obtain possession of all the Aggrieved Party Products delivered but unpaid and to recover from the Licensee all damages that the Licensee may have for damages against the Defaulting Partysuffer as a result of such cancellation.
26.6 Either Party may terminate this Agreement forthwith 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 notice in writing the Licensor to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency Licensee in terms of this Agreement. If the Insolvency ActLicensor in its sole and absolute discretion does not require the Licensee to place it in possession of the Products, 24 the Licensor shall be entitled to within 14 (fourteen) days obtain delivery, at the Licensee’s cost, of 1936 [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 amended from time a waiver of the Licensor's right to time], or if any action, application or proceeding is made with regard call upon the Licensee to it for:
a) a voluntary arrangement or composition or reconstruction place the Licensor in possession of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subject.
26.7 Transnet may terminate this Agreement Products at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwisethereafter.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 1 contract
Samples: Memorandum of Agreement
BREACH AND TERMINATION. 26.1 23.1 Termination in accordance with clause Error! Reference source not found. 6 [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 23.2 In the event that this Agreement is terminated by the Service Provider Supplier under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not23 [Breach and Consequences of Termination], Transnet will pay to the Supplier all outstanding Fees [apportioned on a pro rata basis] relating to the work undertaken by the Supplier up until the date of such termination. Transnet will also pay the costs of any goods and materials ordered by the Supplier in relation to the such work for which the Supplier has paid or is legally obliged to pay, in which case, on delivery of such goods or materials, the Supplier will promptly deliver such goods and materials to Transnet or as it may direct.
26.5 23.3 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party.
26.6 23.4 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subject.
26.7 23.5 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider Supplier by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise.
26.8 23.6 Notwithstanding this clause 2623, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 23.7 The provisions of clauses 2 [Definitions], 19 17 [Warranties], 25 22 [Rights on Cancellation], 29 27 [Confidentiality], 32 29 [Limitation of Liability], 33 30 [Intellectual Property Rights], 36 33 [Dispute Resolution] and 40.1 37.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 1 contract
Samples: Master Agreement
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to 20.1 Should either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.party;
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that 20.1.1 breach any of the Deliverables its obligations in terms hereof (including any Service Schedule) and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails fail to remedy such breach within 30 [thirty] calendar 10 (ten) working days from receipt of a written notice from the other party or if the breach cannot reasonably be remedied within 10 (ten) working days, the Party in default shall be entitled to an extension, not exceeding a further 20 (twenty) days, to remedy the breach, on condition that the Party in default provides evidence to the reasonable satisfaction of the party within the 10 (ten) days that effective steps to remedy the breach have been initiated and continues to provide such evidence on an on-going basis that the steps are being expeditiously pursued;
20.1.2 commit a breach of any payment obligation in terms of any Contract Document and fail to make payment within 7 (seven) days after receipt from the other Party of written notice thereofcalling upon it to do so;
20.1.3 be placed in liquidation or under judicial management or curatorship (in either case, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party.whether provisionally or finally); or
26.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay 20.1.4 effect a compromise with its debts as they fall due or commits creditors; or
20.1.5 commit any act or omission which would would, in the case of an individual, be an act of insolvency in terms of Section 8 of the Insolvency Act; or
20.1.6 fail to satisfy any final judgement against it within 21 days of the date when it should have become aware of such judgement, 24 of 1936 [as amended from time the non-defaulting party may, without prejudice to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to other remedies which it is subject.
26.7 Transnet may otherwise have in terms of the Agreement, applicable Service Schedule or at law, terminate this Agreement and/or any Service Schedules or any part of a Services under a Service Schedule on written notice to the defaulting party, 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 the Agreement and/or any Service Schedule (as the case may be) in terms of this clause.
20.2 No party may cancel this Agreement on the grounds of a breach of a term of this Agreement unless the breach is material.
20.3 Without prejudice to the aforesaid right in clause 20.1, where such breach is the result of non-payment from the Customer and Customer does not execute payment after notice as set out in clause 20.1.1, Cyanre may suspend Services until the amount due and outstanding has been paid in full. Aforesaid suspension shall not be seen as a cancellation or termination unless Cyanre specifically indicate cancellation of the Agreement;
20.4 The Customer may cancel the Agreement or any Service Schedule at the end of the Initial Period (if any) or if the Customer is a natural person, on at least 20 (twenty) Business Days advance written notice to Cyanre at any time within 2 [two] months prior to the expiration of becoming aware the Initial Period, subject to payment of all amounts due and payable up to the date of cancellation and payment of a change of control reasonable cancellation fee that Cyanre may charge for the early termination in contemplation of the Supplier/Agreement or Service Provider by notice in writing Schedule enduring for its intended Initial Period.
20.5 If the Customer is a Juristic Person, the Customer may not terminate the Agreement or Service Schedule prior to the Supplier/Service Provider. For the purposes of this clause, control means the right Initial Term except as otherwise agreed to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of under this Agreement.. Terms and Conditions_General_Lab_2020-11 Cyanre The Digital Forensic Lab (Pty)Ltd
Appears in 1 contract
Samples: Standard Terms and Conditions
BREACH AND TERMINATION. 26.1 Termination 10.1 If a Party to this Schedule:
10.1.1 fails to pay any amount due by it in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
26.2 On termination terms of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated Schedule by the Service Provider under clause Error! Reference source not found. [Term and Cancellation]due date, or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [(thirty] calendar ) days of written notice thereofto do so; or
10.1.2 commits a material breach of any other provision of this Schedule and fails to remedy such breach within 30 (thirty) days of written notice to do so; or
10.1.3 takes steps to place itself, or is placed in liquidation, whether voluntary or compulsory, or under judicial management, in either case whether provisionally or finally, or is the subject of business rescue proceedings; or
10.1.4 take steps to deregister itself or is deregistered; or
10.1.5 fails to satisfy a substantial judgment against that Party within 21 (twenty one) days after that Party becomes aware of the judgment, except if that Party provides evidence on an ongoing basis to the reasonable satisfaction of the other Party [hereinafter that steps have been initiated within the Aggrieved Party]21 (twenty one) days to appeal, review or rescind the judgment and to procure suspension of execution of that judgment and that such steps are being expeditiously pursued. The period of 21 (twenty-one) days shall run from the date on which the judgment becomes final, or the date on which the attempts to procure the suspension of the execution fail, such Party shall be in default. Xxxxxx Space Connect Continue Schedule G - Xxxxxx Space Connect Page 11 of 21
10.2 If a Party is in default, the aggrieved Party shall be entitled, in addition to any all other rights and remedies that to which it may have be entitled at law, or in terms of this AgreementSchedule, to terminate cancel this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting PartySchedule.
26.6 Either 10.3 Upon the termination for any reason whatsoever of this Schedule all amounts then owing by one Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall will become immediately due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subjectand payable.
26.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 1 contract
Samples: Wistec Space Connect Agreement
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found. [Term 18.1 Should any PARTY (the “guilty party”) commit a breach of this AGREEMENT and Cancellation] 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 not be entitled, without prejudice or affect to any right other of action or remedy which shall have accrued or shall thereafter accrue his rights, to either Party and all provisions which are forthwith cancel this AGREEMENT by written notice to survive this Agreement or impliedly do so shall remain in force and in effectthe guilty party.
26.2 On termination 18.2 Without limiting the generality of clause 18.1, CENTLEC shall be entitled to cancel this Agreement AGREEMENT without notice to the CUSTOMER on the occurrence of one or a Work Ordermore of the following events –
18.2.1 any act of insolvency as defined in the Insolvency Act 24 of 1936, by the Service Provider will immediately deliver up, and procure that CUSTOMER;
18.2.2 any endeavour by the CUSTOMER to compromise generally with its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in creditors; and
18.2.3 placement of the CUSTOMER liquation for judicial management (whether provisionally or finally).
18.3 In the event of termination of a Work Order, such as is relevant to that Work Order] which may be the breach contemplated in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation]18.1 either PARTY, or in the event that a Work Order is terminated of breach by Transnet under the CUSTOMER as contemplated in clause Error! Reference source not
26.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof18.2, the other Party [hereinafter the Aggrieved Party]CENTLEC, shall be entitledhave the right, in addition without prejudice to any other rights and remedies that 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 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 by either PARTY, CENTLEC shall be entitled to immediately disconnect the electricity SUPPLY to the premises of the CUSTOMER.
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 costs of an attorney on an attorney and own client scale, whether incurred prior to 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 any such amount is effected by the 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 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, or as a result of death of or personal injury to any person originating from any actions or conduct of the Customer and it subsidiaries, affiliates, officers, independent contractors, agents, directors, and employees pursuant to and in terms of this Agreement, including, without limitation, amounts paid in settlement of claims, legal action or investigations, and agrees to terminate this Agreement forthwith bear all costs and expenses, including, without limitation, all reasonable attorney and counsel fees incurred in connection with the 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 without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party.
26.6 Either Party may terminate this Agreement forthwith by notice in writing its subsidiaries, affiliates, officers, independent contractors, agents, directors and employees, to the other Party when extent that such liability, loss, claims, damage, investigations or legal action results from or were caused by the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Actsubsidiaries, 24 of 1936 [as amended from time to time]affiliates, or if any actionofficers, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidatorindependent contractors, trusteeagents, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subject.
26.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwiseand 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 claim.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 1 contract
Samples: Electricity Supply Agreement
BREACH AND TERMINATION. 26.1 Termination 8.1. This Mandate Agreement is valid for the Mandate Period as set out in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right Clause 7, subject to all material terms of action or remedy which shall have accrued or shall thereafter accrue this agreement being adhered to either Party and at all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effecttimes.
26.2 On termination 8.2. Either Party (the “Aggrieved Party”) shall be entitled to, in addition to its other remedies in law or in terms of this Agreement or a Work OrderMandate, terminate this Mandate at any time if the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in other Party (the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [the “Defaulting Party] commits ”):
8.2.1. Commits a material breach of any provision of this Mandate Agreement and fails to remedy such the breach within 30 [thirty] calendar days 7 (Seven) Days of receipt of written notice thereofto do so; or
8.2.2. Commits breach of this Mandate Agreement after having remedied an early similar breach during the preceding 12 (Twelve) months; or
8.2.3. Takes steps to place itself, the other Party [hereinafter the Aggrieved Party], shall be entitledor is placed, in addition liquidation either voluntarily or compulsory, or under judicial management whether provisionally or finally or attempts to any other rights and remedies that it may have effect a compromise with its creditors or engages in terms of this Agreement, a business rescue exercise; or
8.2.4. Takes steps to terminate this Agreement forthwith without any liability and without prejudice to any claims deregister itself or is deregistered as a company; or
8.2.5. Commits an act which the Aggrieved Party may have for damages against the Defaulting Party.
26.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would could be an act of insolvency (as defined in terms the Insolvency Act 24 of 1936), if committed by a natural person; or
8.2.6. Fails to satisfy judgment against it within 21 (Twenty One) Days after it becomes aware of the Insolvency Actjudgment, 24 except that if it provides evidence on an on-going basis to the reasonable satisfaction of 1936 [as amended the Aggrieved Party that legal proceedings have been launched to appeal, review or rescind the judgment and to procure suspension of execution and that such proceedings are being expeditiously pursued, the period of 21 (Twenty One) Days shall run from time the date that judgment becomes final or the attempt to time]procure the suspension of execution fails, then the Defaulting Party shall be in breach of this Mandate, and the Aggrieved Party shall be entitled, without prejudice to any other rights it may have, to terminate this Mandate and all other agreements (if any) between the Parties.
8.3. If this Mandate Agreement is terminated for any reason whatsoever, including cancellation for breach of a material term, then without prejudice to any other rights which the Parties may have in law or under this Mandate Agreement, the Parties agree that:
8.3.1. Each Party shall provide the other Party all the administrative assistance, in order to facilitate the smooth termination of this Mandate Agreement;
8.3.2. Each Party shall immediately cease to use or display any marks or logos, whether registered or unregistered, or if any actionlicensed, application which are proprietary to the other Party, and shall make or proceeding is made with regard cause to it for:
a) a voluntary arrangement or composition or reconstruction of be made, the necessary changes to its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subjectpromotion and advertising material.
26.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing 8.3.3. The Originator undertakes to honour on all Marketing Contributions to the Supplier/Service Provider. For the purposes of this clauseDeveloper, control means the right due to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days bond applications having been approved prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 1 contract
Samples: Open Mandate
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to 20.1 Should either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.party;
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that 20.1.1 breach any of the Deliverables its obligations in terms hereof (including any Service Schedule) and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails fail to remedy such breach within 30 [thirty] calendar 10 (ten) working days from receipt of a written notice from the other party. If the breach cannot reasonably be remedied within 10 (ten) working days, the Party in default shall be entitled to an extension, not exceeding a further 20 (twenty) days, to remedy the breach, on condition that the Party in default provides evidence to the reasonable satisfaction of the party within the 10 (ten) days that effective steps to remedy the breach have been initiated and continues to provide such evidence on an on-going basis that the steps are being expeditiously pursued.
20.1.2 commits a breach of any payment obligation in terms of any Contract Document and fails to make payment within 7 (seven) days after receipt from the other Party of written notice thereofcalling upon it to do so;
20.1.3 be placed in liquidation or under judicial management or curatorship (in either case, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party.whether provisionally or finally); or
26.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay 20.1.4 effect a compromise with its debts as they fall due or commits creditors; or
20.1.5 commit any act or omission which would would, in the case of an individual, be an act of insolvency in terms of Section 8 of the Insolvency Act; or
20.1.6 fail to satisfy any final judgement against it within 21 days of the date when it should have become aware of such judgement; or the non-defaulting party shall, 24 of 1936 [as amended from time without prejudice to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to other remedies which it is subject.
26.7 Transnet may otherwise have in terms of the Agreement, applicable Service Schedule or at law terminate this Agreement at and/or any time within 2 [two] months of becoming aware Service Schedules or any part of a change of control of the Supplier/Services under a Service Provider by Schedule on written notice in writing to the Supplier/defaulting party, 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 any Service Provider. For Schedule (as the purposes case may be) in terms of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 1 contract
Samples: Standard Terms and Conditions
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found10.1. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to If either (“Offending”) Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
26.2 On termination commits a breach of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up fails to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that comply with any of the Deliverables and property referred provisions hereof, then the other (“Innocent”) Party shall be entitled to give the Offending Party 14 (fourteen) days’ notice in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails writing to remedy such breach or failure, and if the Offending Party fails to comply with such notice within 30 [thirty] calendar days that period (or where such breach or failure is not reasonably capable of written notice thereofbeing remedied within that period or within such longer period as may be reasonable in the circumstances), then the other Innocent Party [hereinafter the Aggrieved Party], shall forthwith be entitled, in addition but not obliged, without prejudice to any other rights and or remedies that it which the innocent Party may have in terms of this Agreementlaw, including the right to claim damages:
10.1.1. to terminate this Agreement; and/or
10.1.2. to claim immediate performance and/or payment of all the Offending Party’s obligations in terms hereof.
10.2. Notwithstanding anything to the contrary contained in this Agreement forthwith without any liability and without prejudice to any claims other rights or remedies which the Aggrieved Party Client may have for damages against in law, including the Defaulting Party.
26.6 Either Party may right to claim damages, the Client shall be entitled to terminate this Agreement forthwith by notice immediately should it discover that the Products or the business of TrustGro fails to comply with and adhere to all statutes, regulations and other laws regulating same,.
10.3. This Agreementmay be terminated:-
10.3.1. in writing to through the mutual consent of the Parties; or
10.3.2. by either Party giving the other Party when 90 (ninety) Days written notice prior to the other Party is unable intended date of termination
10.4. Notwithstanding the termination of this Agreement for whatever reason, the Client hereby agrees to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms continue making deductions from Employees until the obligations of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding concerned Employees towards TrustGro have been settled in any jurisdiction to which it is subjectfull.
26.7 Transnet may terminate 10.5. As from the date on which this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing is terminated, TrustGro will cease to provide Products to the Supplier/Service Provider. For Employees and the purposes Client will have no obligation on transactions concluded between TrustGro and the Employees after the date of this clausetermination, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof subject to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement.clause 10.4
Appears in 1 contract
Samples: Memorandum of Understanding (Mou)
BREACH AND TERMINATION. 26.1 Termination Without prejudice to any rights of Teamwork contained in accordance this Agreement, the Agreement shall terminate on happening of any of the following events:
15.1. By mutual consent of both parties. In such event, the Parties shall mutually agree to the amounts payable to Teamwork by Party 1 and/or refunded by Teamwork to Party 1.
15.2. Cancellation of / inability of Teamwork to hold Event/Festival except due to occurrence of Force Majeure event. In such event, the Parties shall mutually agree to the costs, expenses, fees etc. expended/accrued by Teamwork on the Event/Festival and thereafter Party 1 shall either pay Teamwork the balance or Teamwork shall refund the excess to the Party 1.
15.3. The Party 1 agrees that Xxx being the essence of the contract, if the Party 1 fails to make timely payment of Fees, Teamwork shall be entitled to withdraw the delivery of Party 1 Benefits with clause Error! Reference source not foundimmediate effect and terminate the Agreement subject to notice to the Party 1 for making timely payment before such termination. [Term and Cancellation] In such event the Party 1 shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue be bound to make the payment in full.
15.4. Upon either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
26.2 On termination of this Agreement or a Work Orderbecoming insolvent.
15.5. In event of breach, by either Party, of the terms and conditions contained in this Agreement, the Service Provider will immediately deliver upnon- defaulting party shall give notice to the defaulting party to rectify the breach within 15 days of issue of notice, and procure that its Personnel will immediately deliver up unless there are less than 15 days to Transnetthe Event in which case a shorter notice is permissible. If the defaulting party fails to rectify the breach, all Deliverables and property belonging the non – defaulting party shall have the right to Transnet [or, terminate this Agreement. The Party 1 agrees to pay the legitimate dues of Teamwork in case of breach by Teamwork. In the event of breach by Party 1, the consequences of termination of a Work Orderas stated in Clause 15.3 shall apply.
15.6. The other Party shall have the right to terminate the agreement, with notice to the other Party, if such as is relevant to that Work Order] which may be in Party conducts its affairs or utilizes its association with the possession ofEvent, or the rights granted under this Agreement in such a manner as to bring the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devicesdefaulting Party or the Event into disrepute, or in any manner prejudicial to the Service Provider will provide Transnet with unencrypted copies image and reputation of such Party and/or the same on magnetic media Event and will irretrievably destroy and delete copies so held.
26.4 forfeit the entire fee. It is clarified that Clause 11.1 shall not be covered by this Clause. The Party 1 agrees to pay the legitimate dues of Teamwork in case of breach by Teamwork. In the event that this Agreement is terminated of breach by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof1, the other Party [hereinafter the Aggrieved Party], consequences of termination as stated in Clause 15.3 shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Partyapply.
26.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subject.
26.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 1 contract
Samples: Collaboration Agreement
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found15.1. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to If either Party is in breach of any of its material obligations hereunder, the other Party may servo a written notice requiring the breaching Party to remedy the breach complained of within sixty (60) days thereafter. In relation to the Distributor, a breach of a material obligation will be deemed to have arisen in any event if, having been required so to do in writing by Xxxxxxx, it either (a) fails within the agreed period of time to submit a new offer and all acceptable (to Xxxxxxx) business plan or (b) fails in a material sense to comply with the agreed action plans arising from a business review with Xxxxxxx. If the breach is not remedied within the sixty (60) day period or such other period as may be agreed between the Parties on a case by case basis, then the innocent Party may terminate this Agreement immediately by written notice and the relevant provisions which are of this Article 15 shall apply.
15.2. This Agreement may be terminated immediately by written notice:
15.2.1 from one Party to survive the other upon the other Party being dissolved, bankrupted, liquidated or going into administration or receivership, or in the case of the Distributor filing for protection from its creditors under a Chapter 11 type procedure; provided that if a Party goes into voluntary liquidation for the purposes of amalgamation or reconstruction, this will not constitute a cause for termination so long as the new entity immediately confirms in writing its ability and desire to continue with the Agreement;
15.2.2 from Xxxxxxx if the Distributor attempts to assign or transfer this Agreement or impliedly do so shall remain any rights or obligations hereunder without Xxxxxxx prior written consent;
15.2.3 from Xxxxxxx if the ownership or control of the Distributor or its parent or ultimate parent is acquired by a third party (whether an individual, corporate entity or partnership) and that third party is in force and Xxxxxxx reasonable opinion considered by Xxxxxxx either to be a I competitor in effect.a material sense to Its business or not reasonably capable of continuing the performance of the Distributor’s obligations hereunder. For the purposes hereof “ownership or control” is defined as being either the acquisition of at least 25% of the issued voting stock or the ability to approve the Distributor’s annual business plan or control the Distributor’s operational activities;
26.2 On termination of this Agreement 15.2.4 from Xxxxxxx if the Distributor defaults under any financing agreement with or a Work Orderguarantee to Xxxxxxx, or if the Service Provider will immediately deliver upDistributor willfully falsifies any claim, and procure that its Personnel will immediately deliver up record, report or other material representation; or
15.2.5 if applicable, from Perkins to Transnet, all Deliverables and property belonging to Transnet [or, Distributor in the event that the Sales and Service Agreement by and between Caterpillar Inc. and any affiliate of termination of a Work Order, such as Distributor is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been doneterminated for any reason.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that 15.3. If this Agreement is terminated by either Party under Articles 15.1 or 15.2, then the Service Provider under clause Error! Reference source not foundfollowing provisions shall apply:
15.3.1 All indebtedness as between the Parties shall become immediately due and payable.
15.3.2 Unless otherwise mutually agreed all unfilled orders for Products shall be cancelled without liability on the part of either Party.
15.3.3 The distributor shall immediately remove and discontinue and shall, if required by Xxxxxxx, cause its Dealers to do the same, the use of all signs, stationary, advertising and other material identifying them with Xxxxxxx and the Products. [Term and Cancellation], They shall also refrain from all conduct that would indicate to the public any continuation of a Product selling activity as a distributor directly or in the event that a Work Order indirectly of Xxxxxxx.
15.4. If this Agreement is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [(a) an expiration of the Defaulting Party] commits initial term or any extended term without renewal or (b) by reason of a material Xxxxxxx breach of this the Agreement and fails or (c) by reason of a Xxxxxxx Insolvency etc. as detailed in Article 15.2.1, then Xxxxxxx undertakes subject to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, Article 15.4 to terminate this Agreement forthwith without any liability and without prejudice to any claims which repurchase from the Aggrieved Party may have for damages against Distributor all Products (as defined below) in the Defaulting Party.
26.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms inventory of the Insolvency Act, 24 Distributor and Its Dealers as at the date of 1936 [as amended termination. The Distributor shall be responsible for all repurchase of Engines and Parts from time to time], or if its Dealers before any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) repurchase by Xxxxxxx. The enforcement by the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subject.
26.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control Distributor of the Supplier/Service Provider by notice in writing to Xxxxxxx repurchase obligation shall be the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership sole and exclusive remedy of the board Distributor in the events of directors, agreement or otherwisetermination as referenced above.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 1 contract
Samples: Distribution Agreement (Power Solutions International, Inc.)
BREACH AND TERMINATION. 26.1 Termination 15.1. If either Party breaches a material term of this Agreement in accordance a way which is not capable of being remedied, the aggrieved Party shall be entitled to cancel this Agreement with clause Error! Reference source not foundimmediate effect on written notice, without prejudice to its other rights in law including its right to claim damages.
15.2. [Term and Cancellation] If:
15.2.1. a Party breaches a material term of this Agreement in a way which is capable of being remedied, it shall on its own accord or upon receipt of written notice from the non-defaulting Party, within 7 (seven) days of it becoming aware of the breach or within 7 (seven) days (or such longer period as may be specified in the notice) of receipt of written notice from the non-defaulting Party, as the case may be, submit a plan to remedy or sufficiently mitigate the effect of such material breach which meets the approval of the non-defaulting Party (which approval shall not be unreasonably withheld) (“Remedy Plan”). If the defaulting Party does not remedy such breach:
15.2.1.1. within 30 (thirty) days of submission of the Remedy Plan to the non- defaulting Party, or such longer or shorter period as may be stated in the Remedy Plan and agreed to and approved by the non- defaulting Party; and/or
15.2.1.2. within the service level parameters contemplated in the Remedy Plan; or
15.2.2. an Insolvency Event occurs in respect of a Party; or
15.2.3. a Party intentionally does anything which is calculated to injure the reputation of or the goodwill attaching to the other Party, then the other Party shall be entitled to cancel this Agreement with immediate effect on written notice, without prejudice or affect to its other rights in law including its right to claim damages.
15.3. For purposes of this clause 15 (Breach), but without limiting the generality of the concept of a material breach, a breach of a material term of this Agreement includes:
15.3.1. subject to clause 5.4, the non-adherence due to the conduct of the NHI Administrator to:
15.3.1.1. a specific Critical Service Level over a period of 3 (three) consecutive months; or
15.3.1.2. any right combination of action or remedy Critical Service Levels over a period of 3 (three) consecutive months, 2 (two) of which Critical Service Levels shall have accrued or shall thereafter accrue not been adhered to for 2 (two) months in such 3 (three) month period; or
15.3.2. either Party and all provisions which are having been proven to survive this Agreement have committed any corrupt or impliedly do so shall remain fraudulent conduct in force and connection with the procurement process conducted by the National Department of Health in effect.
26.2 On termination respect of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [any other third-party procurement process; or,
15.3.3. either Party defaulting in the event performance of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have obligations in terms of or arising from this Agreement; or
15.3.4. either Party failing to materially comply with applicable obligations or requirements provided for in the Act or any other statute, to terminate this Agreement forthwith without any liability and without prejudice including but not limited to any claims which the Aggrieved Party may have for damages against the Defaulting Partylicensing, registration or accreditation requirements.
26.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subject.
26.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider15.4. For the purposes avoidance of this clausedoubt, control means the right to direct Parties acknowledge and record that the affairs breaches contemplated in:
15.4.1. clause 15.3.1, constitutes a material breach, capable of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise.
26.8 Notwithstanding this being remedied as contemplated in clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement.15.2.1;
Appears in 1 contract
Samples: Administration Agreement
BREACH AND TERMINATION. 26.1 21.1 Termination in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
26.2 21.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done.
26.3 21.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 21.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not
26.5 21.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party.
26.6 21.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subject.
26.7 21.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise.
26.8 21.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 21.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 1 contract
Samples: Master Agreement
BREACH AND TERMINATION. 26.1 Termination in accordance with clause Error! Reference source not found13.1. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Either Party and all provisions which are to survive (“Non-Defaulting Party”) may terminate this Agreement or impliedly do so shall remain in force and in effect.
26.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control before expiry of the Service Provider, Term with immediate effect upon written notice to the other Party (“Defaulting Party”) if:
13.1.1. the Defaulting Party fails to deliver the Product and certify to Transnet in writing that this has been done.
26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held.
26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. remedy within [Term and Cancellation***], or in pay any undisputed sum payable under this Agreement [***] after a written demand issued after the event that a Work Order is terminated by Transnet under clause Error! Reference source notoriginal due date;
26.5 If either Party [13.1.2. the Defaulting Party] Party makes or has made a material misrepresentation or commits a material breach of its obligations under this Agreement and and, if the breach is capable of remedy, fails to remedy such it during the period of [***] starting on the date of receipt of notice from the Non-Defaulting Party generally identifying the breach and requiring it to be remedied;
13.1.3. there has been a filing of a bankruptcy or insolvency petition by or against a Defaulting Party, or entry by the Defaulting Party into an arrangement with its creditors, or application for or consent to the appointment of a receiver or trustee by the Defaulting Party, or the making of an assignment by the Defaulting Party for the benefit of creditors, or the Defaulting Party suffering or permitting the entry of an order adjudicating it as a bankrupt or insolvent which is not removed, dismissed or cured within 30 [thirty] calendar days sixty (60) days, or any shareholders’ meeting convened for the dissolution of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party.
26.6 Either 13.2. Unless agreed otherwise between the Parties, upon the termination of this Agreement, BUYER will purchase the Product in respect of which orders have been placed and accepted by SUPPLIER prior to expiration or termination of this Agreement, but not yet supplied on the date of termination.
13.3. In the event that a condition of Force Majeure as defined in Article 16, prevents a Party from performing any of its material obligations for more than [***], the other Party may terminate this Agreement forthwith by giving written notice in writing to the other Party when which has been prevented from performing with immediate effect.
13.4. In the other Party case SUPPLIER is unable not able to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms deliver Products within the Specification within [***] after SUPPLIER detected and informed BUYER immediately and/or BUYER detected that the manufactured / delivered Products are out of the Insolvency ActSpecification, 24 of 1936 [as amended from time BUYER is entitled to time], or if any action, application or proceeding is made with regard to it for:
a) a voluntary arrangement or composition or reconstruction of its debts;
b) its winding-up or dissolution;
c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
d) any similar action, application or proceeding in any jurisdiction to which it is subject.
26.7 Transnet may terminate this Agreement at any time within 2 [two] months by written notice with immediate effect.
13.5. In the event of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the Supplier/Service Provider. For the purposes termination or expiration of this clauseAgreement for any reason whatsoever, control means neither Party shall be entitled as a result of such termination to any consequential damages or other similar payment whatsoever from the right to direct the affairs other, whether in respect of a company whether by ownership goodwill, loss of shares, membership of the board of directors, agreement profit or otherwise.
26.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or
26.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement.
Appears in 1 contract
Samples: Reagent Supply and Technology Transfer Agreement (89bio, Inc.)
