Common use of CEB Default Clause in Contracts

CEB Default. 16.2.1. In the event any of the defaults specified below shall have occurred, and CEB fails to cure such default within a Cure Period set forth below, or where no Cure Period is specified, then within a Cure Period of 60 (sixty) days, CEB shall be deemed to be in default of this Agreement (“CEB Default”) unless the default has occurred as a result of any breach of this Agreement by Seller or due to Force Majeure. The defaults referred to herein shall include: (a) CEB commits a material default in complying with any of the provisions of this Agreement and such default has a Material Adverse Effect on Seller; (b) CEB has failed to make any payment to Seller within the period specified in this Agreement; (c) CEB repudiates this Agreement or otherwise takes any action that amounts to or manifests an irrevocable intention not to be bound by this Agreement; (d) CEB has been, or is in the process of being liquidated, dissolved, wound-up, amalgamated or reconstituted in a manner that would cause, in the reasonable opinion of Seller, a Material Adverse Effect; (e) a resolution for winding up of CEB is passed, or any petition for winding up of CEB is admitted by a court of competent jurisdiction and a provisional liquidator or receiver is appointed and such order has not been set aside within 90 (ninety) days of the date thereof or CEB is ordered to be wound up by Court except for the purpose of amalgamation or reconstruction; provided that, as part of such amalgamation or reconstruction, the entire property, assets and undertaking of CEB are transferred to the amalgamated or reconstructed entity and that the amalgamated or reconstructed entity has unconditionally assumed the obligations of CEB under this Agreement; and provided that: (i) the amalgamated or reconstructed entity has the capability and operating experience necessary for the performance of its obligations under this Agreement; and (ii) the amalgamated or reconstructed entity has the financial standing to perform its obligations under this Agreement and has a credit worthiness at least as good as that of CEB. (f) any representation or warranty of CEB herein contained which is, as of the date hereof, found to be materially false or CEB is at any time hereafter found to be in breach thereof. 16.2.2. Without prejudice to any other right or remedy which Seller may have under this Agreement, upon occurrence of a CEB Default where there is no Cure Period or a CEB Default subsisting after the Cure Period, as applicable, Seller shall be entitled to terminate this Agreement by issuing a Termination Notice to CEB; provided that before issuing the Termination Notice, Seller shall by a Notice of Intended Termination inform CEB of its intention to issue the Termination Notice and grant 15 (fifteen) days to CEB to make a representation, and may after the expiry of such 15 (fifteen) days, whether or not it is in receipt of such representation, issue the Termination Notice.

CEB Default. 16.2.1. In the event any of the defaults specified below shall have occurred, and CEB fails to cure such default within a Cure Period set forth below, or where no Cure Period is specified, then within a Cure Period of 60 (sixty) days, CEB shall be deemed to be in default of this Agreement (“CEB Default”) unless the default has occurred as a result of any breach of this Agreement by Seller or due to Force Majeure. The defaults referred to herein shall include: (a) : CEB commits a material default in complying with any of the provisions of this Agreement and such default has a Material Adverse Effect on Seller; (b) ; CEB has failed to make any payment to Seller within the period specified in this Agreement; (c) ; CEB repudiates this Agreement or otherwise takes any action that amounts to or manifests an irrevocable intention not to be bound by this Agreement; (d) ; CEB has been, or is in the process of being liquidated, dissolved, wound-up, amalgamated or reconstituted in a manner that would cause, in the reasonable opinion of Seller, a Material Adverse Effect; (e) ; a resolution for winding up of CEB is passed, or any petition for winding up of CEB is admitted by a court of competent jurisdiction and a provisional liquidator or receiver is appointed and such order has not been set aside within 90 (ninety) days of the date thereof or CEB is ordered to be wound up by Court except for the purpose of amalgamation or reconstruction; provided that, as part of such amalgamation or reconstruction, the entire property, assets and undertaking of CEB are transferred to the amalgamated or reconstructed entity and that the amalgamated or reconstructed entity has unconditionally assumed the obligations of CEB under this Agreement; and provided that: (i) : the amalgamated or reconstructed entity has the capability and operating experience necessary for the performance of its obligations under this Agreement; and (ii) and the amalgamated or reconstructed entity has the financial standing to perform its obligations under this Agreement and has a credit worthiness at least as good as that of CEB. (f) . any representation or warranty of CEB herein contained which is, as of the date hereof, found to be materially false or CEB is at any time hereafter found to be in breach thereof. 16.2.2. Without prejudice to any other right or remedy which Seller may have under this Agreement, upon occurrence of a CEB Default where there is no Cure Period or a CEB Default subsisting after the Cure Period, as applicable, Seller shall be entitled to terminate this Agreement by issuing a Termination Notice to CEB; provided that before issuing the Termination Notice, Seller shall by a Notice of Intended Termination inform CEB of its intention to issue the Termination Notice and grant 15 (fifteen) days to CEB to make a representation, and may after the expiry of such 15 (fifteen) days, whether or not it is in receipt of such representation, issue the Termination Notice.