Breach Default and Termination. (a) Any of the following events shall constitute a breach of this Agreement by either party:
(i) An affirmative act of insolvency or the filing of a petition under any bankruptcy reorganization, insolvency, or any law for the relief of, or relating to debt, or the appointment of a receiver or trustee to take possession of any property of such party; or
(ii) A breach of any representation or warranty, or non-fulfillment of any covenant or obligation by such party.
(b) Upon any breach by either party of this Agreement, the non-breaching party shall give the breaching party notice of such breach pursuant to the notice provisions of Paragraph 5 hereof and the non-breaching party shall have five business days once notice has been so given thereunder to cure such breach and if not cured (or be diligently attempting such cure) within such period of time, the non-breaching party shall have the right to declare this Agreement in default and immediately terminate this Agreement upon notice to the breaching party pursuant to said notice provisions. Upon such default, the non-breaching party shall be entitled to pursue whatever remedies may be available to it/him on a cumulative basis at law and/or in equity.
(c) This Agreement may be terminated: (i) upon the death or permanent disability of Arnt, (ii) upon mutual agreement of the parties, (iii) by either party without cause upon 30 days’ prior written notice to the other party, or (iv) upon default by either party of this Agreement pursuant to Paragraph 6(b). Upon any termination, all sums or other interests, which shall otherwise be due to either party shall be promptly paid, and all Confidential Information shall be returned to or as directed by Aleph.
Breach Default and Termination. 19.01 Upon the occurrence of any breach of the Contract by Supplier, RÖCHLING will provide written notice specifying the nature of the breach in reasonable detail. If, within ten (10) days following the date of such written notice: (a) Supplier has not remedied such breach;
(b) the breach is not capable of being remedied during a ten (10) day period and Supplier has not commenced to remedy the breach during such ten (10) day period and continuously used commercially reasonable efforts which are expected to cure the breach within an amount of time acceptable to RÖCHLING; OR (c) the breach cannot be cured; then RÖCHLING shall be entitled to declare the breach a default of the Contract. RÖCHLING’s remedies for default include, but are not limited to terminating the Contract, including any or all of the Contract documents, in whole or in part, upon written notice of termination.
19.02 In the event of bankruptcy, receivership, dissolution or insolvency of Supplier or assignment by Supplier for the benefit of creditors of Supplier, RÖCHLING shall be entitled, at its option, to terminate this Contract, and subsection (1) above shall apply.
19.03 Upon termination of Supplier for default, RÖCHLING may immediately take possession of all materials, component parts, equipment, drawings, documents and supplies located on RÖCHLING premises and/or require all portions of the System in progress or in transit (including, without limitation, drawings, specifications and other engineering work product, on whatever media is available) and all work or services performed by Supplier up to and including the date of termination (including, without limitation, drawings, specifications and other engineering work product, on whatever media is available) to be delivered to RÖCHLING, and either finish the System with its own forces or employ any other person or persons to finish the System involved, or any combination of such options. Supplier will fully cooperate with the turnover of all such assets and RÖCHLING’s efforts to complete the System. In the event that the cost and expense of finishing the System exceed the amount remaining to be paid to Supplier to complete the System had this Contract or any of the other Contract documents not been terminated, then Supplier shall be liable for and shall pay such reasonable and actually incurred excess cost and expense to RÖCHLING upon demand.
Breach Default and Termination. (a) No Company Group Member is in material default of any material contract to which it is a party, nor has anything occurred or been omitted which would be a material default but for the requirements of notice or lapse of time or both under that material contract.
(b) No person is in material breach or default under any material contract with the relevant Company Group Member, nor has anything occurred or been omitted which would be a material breach or default but for the requirements of notice or lapse of time or both under any material contract to which a Company Group Member is a party.
Breach Default and Termination. (a) So far as the Sellers are aware:
(i) no person is in material breach or default under any contract with a Group Company, nor has anything occurred which would be a material breach or default but for the requirements of notice or lapse of time or both under any contract; and Schedule 4 | page | 73
(ii) there are no grounds for invalidity, termination, rescission, avoidance or repudiation of any Material Contact.
(b) No Group Company is party to a contract which contains provisions that the contract will:
(i) terminate; or
(ii) have terms imposed which are less favourable to the Buyer than the current terms, as a result of a change of ownership of the Shares.
Breach Default and Termination. Breach of any of the terms of this Agreement shall constitute a default under this Agreement. If the party in breach does not cure the default within thirty (30) days after written notice thereof has been issued any other party(ies) not in breach, the party(ies) not in breach may terminate the Agreement.
Breach Default and Termination
