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 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; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 Transnet 13.1 MRC/UVRI & LSHTM 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 not less than thirty (30) days’ written notice thereof to the Supplier, or. (b) 13.2 In the event of a material breach of this Agreement by notice in writing to the Supplier, where MRC/UVRI & LSHTM shall give the Supplier 14 days’ written notice of such breach, and if the Supplier fails to provide Transnet remedy the breach forthwith to the satisfaction of MRC/UVRI & LSHTM, MRC/UVRI & LSHTM shall have the right to terminate this Agreement immediately, without prejudice to its right to claim damages (contractual and / or delictual). 13.3 MRC/UVRI & LSHTM may terminate this Agreement in terms of clause 5.3; in terms of clause 6.4; in terms of clause 9.11; in terms of clause 13.1, or the Supplier becomes Insolvent or there is a change in the ownership, control or management of the Supplier; or for any other reason expressed for termination in this Agreement, all without prejudice to its right to claim damages (contractual and / or delictual). 13.4 For these purposes, a party shall be deemed "Insolvent" upon commencement of insolvency proceedings, or any arrangement with creditors, business rescue, winding up, dissolution, administration, liquidation, receivership (administrative or otherwise), bankruptcy, the suspension of payments, any form of seizure not lifted within 2 months, a moratorium of indebtedness, or any similar proceedings in any jurisdiction in each case in respect of that party. 13.5 The Supplier's only right of termination will be to terminate this Agreement if MRC/UVRI & LSHTM fails to pay an amount due under a valid Tax Clearance Certificate issued invoice submitted by the South African Revenue Service Supplier (and the amount of such invoice is not subject to a genuine dispute), and that failure has not been rectified within 30 days of receipt of the second of two written notices being at any time during the currency of this Agreementleast 14 days apart, requiring payment to be made. 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 13.6 Following termination or expiry of this Agreement (as the case may be) the Supplier must immediately return or, at MRC/UVRI & LSHTM's request, destroy all property, materials or records in its possession or under its control belonging or relating to MRC/UVRI & LSHTM to which the Agreement relates. 13.7 Should this Agreement terminate by the effluxion of time and the Supplier and MRC/UVRI & LSHTM continue to operate as if this Agreement is in force, and the parties fail to renew this Agreement, the parties shall be deemed to have entered into a periodic agreement on the same terms and conditions as this Agreement, subject to the right of MRC/UVRI & LSHTM to terminate on 30 days written notice to the Supplier. 13.8 The Supplier acknowledges that the termination of this Agreement in accordance with its terms shall simply be a termination of Services. MRC/UVRI & LSHTM shall not be obliged to take over the employment of the Supplier’s employees and / or be liable for any claims by the Supplier’s employees as a result of the termination of this Agreement. The Supplier shall at all times whether during or after termination or expiry of this Agreement indemnify, on an after tax basis, and keep indemnified MRC/UVRI & LSHTM against all losses, claims, damages, liabilities and expenses (including all reasonable legal fees on an attorney and own client basis) incurred by or awarded against MRC/UVRI & LSHTM arising out of or in relation to any claim or potential claim by the Supplier or any of its employees under any labour legislation in Uganda.

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 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 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 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.

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 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 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 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 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 If either Party [7.1 Without prejudice to Clause 7.3 or the Defaulting Party] commits a material breach other provisions of this Agreement the Company shall be in breach of the terms of this Agreement if subject to the Manager not being in default of this Agreement , it omits or refuses to , fails or defaults in paying the Management Fees due to the Manager at the times herein provided. 7.2 Without prejudice to Clause 7.3 or the other provisions of this Agreement the Manager shall be in breach of the terms of this Agreement if it omits or refuses to, fails or defaults in complying or meeting its obligations set out herein. 7.3 Should any party (the "defaulting party") :- --- 7.3.1 commit any act of insolvency or bankruptcy as defined in the insolvency or bankruptcy legislation applicable in Malaysia; or 7.3.2 be wound up, whether provisionally or finally and fails whether compulsorily or voluntarily or be placed under judicial management or have a receiver appointed over the whole or any part of its assets; or 7.3.3 enter into any arrangement or compromise with any of its creditors; or 7.3.4 be the subject of any resolution passed for its winding up or dissolution or bankruptcy; or 7.3.5 have a judgment given against it/him in any court of law which, if appealable, is not appealed against within the period allowed for the lodging of such an appeal or if not subject to an appeal, remains unsatisfied for a period of sixty (60) days; or 7.3.6 breach any of the terms and conditions of this Agreement; 3.1 to 7.3.5, both inclusive, and in the case of Clause 7.1, 7.2 and sub-Clause 7. 3.6 where the defaulting party has failed to remedy such breach within 30 [thirty] calendar a period of thirty (30) business days after receipt or deemed receipt of written notice thereof, the other Party [hereinafter (pursuant to Clause 21) by the Aggrieved Party], shall be entitled, in addition party requiring it to any other rights and remedies that it may have in terms of this Agreementdo so, to terminate this Agreement forthwith without any liability by written notice to that effect given to the defaulting party, which termination shall be effective immediately upon delivery or deemed delivery of the said notice and without prejudice to any claims other rights which the Aggrieved Party aggrieved party may have for damages against the Defaulting Partyat law. 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 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.