Common use of BREACH AND TERMINATION Clause in Contracts

BREACH AND TERMINATION. 17.1 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 Notwithstanding this clause 17, Transnet may cancel this Agreement: (a) without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 The provisions of clauses 2 [Definitions], 11 [Warranties], 16 [Rights on Cancellation], 20 [Confidentiality], 23 [Limitation of Liability], 24 [Intellectual Property Rights], 27 [Dispute Resolution] and 31.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 20.1 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 20.2 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 20.3 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 20.4 Notwithstanding this clause 1720, Transnet may cancel this Agreement: (a) without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 20.5 The provisions of clauses 2 [Definitions], 11 14 [Warranties], 16 19 [Rights on Cancellation], 20 23 [Confidentiality], 23 26 [Limitation of Liability], 24 27 [Intellectual Property Rights], 27 30 [Dispute Resolution] and 31.1 34.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 20.1 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 05 [thirtyfive] calendar working days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 20.2 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 20.3 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 20.4 Notwithstanding this clause 1720, Transnet may cancel this Agreement: (a) without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 20.5 The provisions of clauses 2 [Definitions], 11 14 [Warranties], 16 19 [Rights on Cancellation], 20 24 [Confidentiality], 23 26 [Limitation of Liability], 24 27 [Intellectual Property Rights], 27 30 [Dispute Resolution] and 31.1 34.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 18.1 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 18.2 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 18.3 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier Service Provider by notice in writing to the SupplierService 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. 17.4 18.4 Notwithstanding this clause 1718, Transnet may cancel this Agreement: (a) without cause by giving 30 [thirty] calendar days prior written notice thereof to the SupplierService Provider, or (b) by notice in writing to the SupplierService Provider, where the Supplier Service Provider fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 18.5 The provisions of clauses 2 [Definitions], 11 12 [Warranties], 16 17 [Rights on Cancellation], 20 21 [Confidentiality], 23 24 [Limitation of Liability], 24 [Intellectual Property Rights], 27 26 [Dispute Resolution] and 31.1 30.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;; or d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 Notwithstanding this clause 17, Transnet may cancel this Agreement: (a) Agreement without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 The provisions of clauses 2 [Definitions], 11 [Warranties], 16 [Rights on Cancellation], 20 [Confidentiality], 23 22 [Limitation of Liability], 24 23 [Intellectual Property Rights], 27 26 [Dispute Resolution] and 31.1 30.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 If either Party [the Defaulting Party] commits a material breach of this the 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 the Agreement, to terminate this the Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 . Either Party may terminate this the Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) : a voluntary arrangement or composition or reconstruction of its debts; b) ; its winding-up or dissolution; c) ; the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) ; any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 Transnet . Employer may terminate this the Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 . Notwithstanding this clause 1720, Transnet AUTOPAX may cancel this the Agreement: (a) : without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) or by notice in writing to the Supplier, where the Supplier fails to provide Transnet Employer with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this the Agreement. 17.5 . The provisions of clauses 2 [Definitions], 11 14 [Warranties], 16 19 [Rights on Cancellation], 20 24 [Confidentiality], 23 26 [Limitation of Liability], 24 27 [Intellectual Property Rights], 27 30 [Dispute Resolution] and 31.1 34.1 [Governing Law] shall survive termination or expiry of this the Agreement. This Contract may be terminated by either Party by giving a 30 (thirty) days’ notice or following the occurrence of either the Contractor’s Default or Employer’s Default. If termination is as a result of the Employer’s Default, the Contractor shall be entitled to payment for all the Services undertaken by the Contractor up to the date of termination.

BREACH AND TERMINATION. 17.1 If either A Party [to this Agreement shall be in default if it: Fails to pay any amount due by it in terms of this Agreement, by the Defaulting Party] commits due date, and fails to remedy such breach within 14(fourteen) days of written notice to do so; or Commits a material breach of any provision of this Agreement and fails to remedy such breach within 30 [(thirty] calendar ) days of following a written notice thereofto do so by the other party. If any document, information, representation and data provided on the basis of which this Agreement has been entered into is found to be incorrect, misleading or false. Notwithstanding the tenor stipulated hereinabove, this Agreement may be terminated at any time by either Party, for any cause whatsoever and without assigning a reason upon giving thirty (30) days prior written notice to the other Party. If a Party is in Default, the other aggrieved Party [hereinafter the Aggrieved Party], shall be entitled, entitled to terminate this Agreement in addition to all other remedies it may be entitled in law. Notwithstanding anything stated herein, a Party may without prejudice to any other rights therein, at any time and remedies by giving written notice, forthwith terminate the Agreement if: The Party has any reason to believe that the other Party or anyone employed by him/her/it may or acting on his/her/its behalf, whether with or without the Party’s knowledge, engage in a fraudulent practice in connection with this Agreement. There is a substantial change of ownership or in the control of the other Party (save in the event of the restructuring of the group of companies of which the parties form part), without prior notification of such change to the other Party; The other party fail to satisfy a judgment against him/her/it within 21 (twenty one) days after becoming aware of the judgment, except if the Party provides evidence on an ongoing basis to the reasonable satisfaction of the other Party that steps have been initiated within the 21 (twenty one) days to appeal or rescind the judgment and to procure suspension of execution of the judgment and that steps are being expeditiously pursued. The period of 21 (twenty one) days shall run from the date following the date on which the attempts to procure the suspension of the execution fail; or The other Party act against the expressed policies and instructions of the Agreement as expressed in terms of this Agreement. The Super Agent shall be entitled to terminate the Agreement (in addition to whatever other rights which it has at law) with immediate effect on grounds of gross misconduct, fraud or forgery committed by the Super-Agent without notice and liability for compensation or damages on the happening of any of the following events: The Independent-Agent fails to comply with any of its express or implied obligations under this Agreement. The Independent-Agent fails to perform its duties under this Agreement to Super Agent’s reasonable satisfaction. The Independent-Agent or any of its personnel/representative is guilty of any misconduct or willful neglect in the discharge of its duties under this Agreement. The Independent-Agent is guilty of any act which brings the Super Agent into disrepute or which in the Super Agent’s reasonable opinion is prejudicial to its interest. The Independent-Agent’s services are no longer required by the Super Agent. Notwithstanding any other provision contained in this Agreement, in the event that the Super-Agent fails to provide the Agent Banking Services as agreed, then the Super Agent shall be permitted to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for claim damages against the Defaulting Partyor loss suffered in lieu of such failure. 17.2 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 Notwithstanding this clause 17, Transnet may cancel this Agreement: (a) without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 The provisions of clauses 2 [Definitions], 11 [Warranties], 16 [Rights on Cancellation], 20 [Confidentiality], 23 [Limitation of Liability], 24 [Intellectual Property Rights], 27 [Dispute Resolution] and 31.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 If 26.1 Subject to the provisions of this clause 26, in the event of 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. 17.2 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. 17.3 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 the Supplier by notice in writing to other rights it may have against the Supplier. For the purposes of this clause, control means including the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 Notwithstanding this clause 17, Transnet may cancel this Agreement: (a) without cause by giving 30 [thirty] calendar days prior written notice thereof to claim and recover damages from the Supplier, or (b) by providing written notice in writing of such termination to the Supplier, where Supplier in the event that the Supplier fails – 26.3.1 breaches the provisions of clause 25; 26.3.2 makes any statement or representation to provide Transnet NSA which NSA considers to be materially incorrect or untrue in connection with a valid Tax Clearance Certificate issued any information furnished by the South African Revenue Service at any time during the currency it in respect of this Agreement. 17.5 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, 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 clauses 2 [Definitions]this Agreement up to the expiry of the said period of 30 (thirty) days. 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, 11 [Warranties]in its sole and unfettered discretion then such action shall be deemed to be a breach of this Agreement and, 16 [Rights on Cancellation]notwithstanding any provision to the contrary contained herein, 20 [Confidentiality]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, 23 [Limitation it is specifically agreed that NSA may terminate any SOW at any time by giving the Supplier 30 (thirty) days' prior written notice of Liability]such termination without having to provide any reason for termination. 26.7 Any termination of this Agreement pursuant to the provisions of 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, 24 [Intellectual Property Rights]3, 27 [Dispute Resolution] 18, 19, 21, 25, 26, 27, 28, 29, 32, 34, 35 and 31.1 [Governing Law] 38 shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 19.1 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 19.2 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 19.3 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 19.4 Notwithstanding this clause 1719, Transnet may cancel this Agreement: (a) without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 19.5 The provisions of clauses 2 [Definitions], 11 13 [Warranties], 16 18 [Rights on Cancellation], 20 23 [Confidentiality], 23 25 [Limitation of Liability], 24 26 [Intellectual Property Rights], 27 29 [Dispute Resolution] and 31.1 33.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 32.1 Termination in accordance with clause 6 [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect. 32.2 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 32.3 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 32.4 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 32.5 Notwithstanding this clause 1732, Transnet may cancel this Agreement: (a) Agreement without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 32.6 The provisions of clauses 2 [Definitions], 11 25 [Warranties], 16 31 [Rights on Cancellation], 20 36 [Confidentiality], 23 38 [Limitation of Liability], 24 [Intellectual Property Rights], 27 41 [Dispute Resolution] and 31.1 45.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 16.1 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 16.2 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 16.3 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 16.4 Notwithstanding this clause 1716, Transnet may cancel this Agreement: (a) without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 16.5 The provisions of clauses 2 [Definitions], 11 10 [Warranties], 16 15 [Rights on Cancellation], 20 19 [Confidentiality], 23 22 [Limitation of Liability], 24 23 [Intellectual Property Rights], 27 26 [Dispute Resolution] and 31.1 30.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 If either 12.1 Should a 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. 17.2 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. 17.3 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 Notwithstanding this clause 17, Transnet may cancel this Agreement: (a) without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 The provisions of clauses 2 [Definitions], 11 [Warranties], 16 [Rights on Cancellation], 20 [Confidentiality], 23 [Limitation of Liability], 24 [Intellectual Property Rights], 27 [Dispute Resolution] and 31.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 16.1 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 16.2 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 16.3 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 16.4 Notwithstanding this clause 1716, Transnet may cancel this Agreement: (a) without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 16.5 The provisions of clauses 2 [Definitions], 11 10 [Warranties], 16 15 [Rights on Cancellation], 20 [Confidentiality], 23 22 [Limitation of Liability], 24 23 [Intellectual Property Rights], 27 26 [Dispute Resolution] and 31.1 30.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 29.1 Termination in accordance with clause 6 [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect. 29.2 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 29.3 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 29.4 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 29.5 Notwithstanding this clause 1729, Transnet may cancel this Agreement: (a) Agreement without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 29.6 The provisions of clauses 2 [Definitions], 11 22 [Warranties], 16 28 [Rights on Cancellation], 20 33 [Confidentiality], 23 35 [Limitation of Liability], 24 [Intellectual Property Rights], 27 38 [Dispute Resolution] and 31.1 42.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 23.1 Termination in accordance with clause 6 [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect. 23.2 In the event that this Agreement is terminated by the Supplier under clause 6 [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause 23 [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. 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. 17.2 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. 17.3 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 by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 23.6 Notwithstanding this clause 1723, Transnet may cancel this Agreement: (a) without Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 23.7 The provisions of clauses 2 [Definitions], 11 17 [Warranties], 16 22 [Rights on Cancellation], 20 27 [Confidentiality], 23 29 [Limitation of Liability], 24 30 [Intellectual Property Rights], 27 33 [Dispute Resolution] and 31.1 37.1 [Governing Law] shall survive termination or expiry of this Agreement.