Common use of Consequence of Termination Clause in Contracts

Consequence of Termination. It is expressly agreed by and among the Parties that in case of termination of this Agreement by any Party under Clause 13.1 <other than (e) and (f)>, SEIL shall have the right to require GPL including its PERMITTED NOMINEES to sell their entire shareholding in the JVC to SEIL and GPL/PERMITTED NOMINEES shall be obliged to sell their shares to SEIL at the price mutually agreed between the Parties failing which at the fair price determined in accordance with Clause 5.3. In case Purchasing Parties has notified Selling Party in writing that they or their PERMITTED NOMINEES do not wish to purchase the entire shareholding of Selling Party including its PERMITTED NOMINEES, in that event, Selling Party shall be entitled to sell all the share held by it/its PERMITTED NOMINEES to a third party at a price not less than the fair price referred to in Clause 14.1, provided that such a third party is acceptable to Purchasing Parties and agrees in writing as a condition precedent to the transfer of shares to it to be bound by the terms and conditions of this Agreement as though it was a signatory to this Agreement. No waiver of antecedent breach and no grant of time and indulgence shall prejudice any subsequent right to terminate this Agreement. The termination shall not prejudice the right of non-defaulting Party or Parties against the defaulting Party that may have accrued prior to the date of termination or expiration of this Agreement. On the termination of this Agreement the Parties hereto shall refrain from any acts, indications, publicity or advertisements which may mislead any third party into the belief that the Parties hereto still maintain business relationships with one another with reference to the JVC and neither Party hereto shall commit any act detrimental to the business or reputation of the other Parties; also the Parties shall ensure that the JVC shall not use the name of the outgoing shareholder in any manner either in publicity material or otherwise. When this Agreement is terminated due to the circumstances set out in sub Clause (f) of Clause 13.1, if the JVC is in existence, Purchasing Parties shall have the right to require Selling Party including its PERMITTED NOMINEES to sell their entire shareholding in the JVC to Purchasing Parties and Selling Party /PERMITTED NOMINEES shall be obliged to sell their shares to Purchasing Parties at a mutually agreed price failing which at the fair price which shall determined in accordance with Clause 5.3 of this Agreement. In case Purchasing Parties has notified Selling Party in writing that they or their PERMITTED NOMINEES do not wish to purchase the entire shareholding of Selling Party including its PERMITTED NOMINEES, in the event, Selling Party shall be entitled to sell all the share held by it/its PERMITTED NOMINEES to a third party at a price not less than the fair price referred to in Clause 14.1, provided that such a third party is acceptable to Purchasing Parties and agree in writing as a condition precedent to the transfer of shares to it to be bound by the terms and conditions of this Agreement as though it was a signatory to this Agreement. Where this Agreement is terminated under the said sub Clause neither of the Parties shall be entitled to claim compensation from the other Parties for any damage which may be incurred.

Consequence of Termination. It is expressly agreed by and among the Parties that in case of Upon termination or expiry of this Agreement Agreement: - 17.1 the Partner shall immediately cease to be and to refer to itself as a member of the Partnership Program and shall remove from all signage and documentation, including its corporate stationery, any references to BEE123 and the Partnership Program; 17.2 the Partner shall cease to promote, market or advertise the Products and the Portal, or to make any use of the Trade Marks, and shall return all advertising and promotional matter, stationery, printed material or the like featuring any Trademark or description of any sort which it obtained from, or was authorised to use by BEE123, if any; 17.3 immediately remove any Party under Clause 13.1 <other than (e) and (f)>hyperlinks and/or references to the Portal, SEIL BEE123 or the Products on any of its web sites, stationery or marketing material; 17.4 the Partner shall have no claim against BEE123 for compensation for loss of distribution rights, loss of goodwill or any similar loss; 17.5 all unfulfilled orders will be furnished in writing to BEE123, who will be entitled, but not obliged, to fulfil such orders and BEE123 will not be required to pay any Rebates to the right Partner in respect thereof, or in respect of any renewals pursuant to require GPL including its PERMITTED NOMINEES fulfilled orders; 17.6 the Partner shall have no claim against BEE123 in respect of any benefits that may or would have accrued to sell their entire shareholding in it following the JVC date of such termination; 17.7 the Partner will forthwith deliver to SEIL BEE123 any software and GPL/PERMITTED NOMINEES materials that are the property of BEE123 and BEE123 may enter any premises and recover possession of and remove such software and materials; 17.8 the Partner shall be obliged to sell their shares to SEIL not remove or interfere with any matter of BEE123, which is at the price mutually agreed between the Parties failing premises of a BEE123 Customer and shall by no act or omission do anything which at the fair price determined could prejudice BEE123’s name, image, business prospects or interest in accordance any way with Clause 5.3. In case Purchasing Parties has notified Selling Party in writing that they any BEE123 Customer; and 17.9 except as otherwise provided herein, and subject to any rights or their PERMITTED NOMINEES do not wish to purchase the entire shareholding of Selling Party including its PERMITTED NOMINEES, in that event, Selling Party shall be entitled to sell all the share held by it/its PERMITTED NOMINEES to a third party at a price not less than the fair price referred to in Clause 14.1, provided that such a third party is acceptable to Purchasing Parties and agrees in writing as a condition precedent to the transfer of shares to it to be bound by the terms and conditions of this Agreement as though it was a signatory to this Agreement. No waiver of antecedent breach and no grant of time and indulgence shall prejudice any subsequent right to terminate this Agreement. The termination shall not prejudice the right of non-defaulting Party or Parties against the defaulting Party that may obligations which have accrued prior to termination, neither Party shall have any further obligation to the date of termination or expiration of other under this Agreement. On the termination of this Agreement the Parties hereto shall refrain from any acts, indications, publicity or advertisements which may mislead any third party into the belief that the Parties hereto still maintain business relationships with one another with reference to the JVC and neither Party hereto shall commit any act detrimental to the business or reputation of the other Parties; also the Parties shall ensure that the JVC shall not use the name of the outgoing shareholder in any manner either in publicity material or otherwise. When this Agreement is terminated due to the circumstances set out in sub Clause (f) of Clause 13.1, if the JVC is in existence, Purchasing Parties shall have the right to require Selling Party including its PERMITTED NOMINEES to sell their entire shareholding in the JVC to Purchasing Parties and Selling Party /PERMITTED NOMINEES shall be obliged to sell their shares to Purchasing Parties at a mutually agreed price failing which at the fair price which shall determined in accordance with Clause 5.3 of this Agreement. In case Purchasing Parties has notified Selling Party in writing that they or their PERMITTED NOMINEES do not wish to purchase the entire shareholding of Selling Party including its PERMITTED NOMINEES, in the event, Selling Party shall be entitled to sell all the share held by it/its PERMITTED NOMINEES to a third party at a price not less than the fair price referred to in Clause 14.1, provided that such a third party is acceptable to Purchasing Parties and agree in writing as a condition precedent to the transfer of shares to it to be bound by the terms and conditions of this Agreement as though it was a signatory to this Agreement. Where this Agreement is terminated under the said sub Clause neither of the Parties shall be entitled to claim compensation from the other Parties for any damage which may be incurred.

Consequence of Termination. It is expressly agreed 23.1 The Parties acknowledge and agree that where a Party exercises a right to terminate a Approved Service Order under this MSA that Party shall use Best Endeavours to mitigate any Losses it may suffer as a result of exercising its right to terminate. 23.2 On termination or expiry of this MSA, the Parties shall promptly return all and any property of the other, including but not limited to any Intellectual Property and Confidential Information, belonging to the other Party. In particular, FirstWord shall return to the Customer and permanently delete from all computer and/or electronic media all Confidential Information (including all copies thereof) belonging to the Customer in its possession or under its control at termination of the MSA and shall provide to the Customer a certificate signed by and among FirstWord authorised representative confirming that FirstWord has not retained any Confidential Information belonging to the Customer. 23.3 Any rights of the Parties that in case of termination of this Agreement by any Party under Clause 13.1 <other than (e) and (f)>, SEIL shall have the right to require GPL including its PERMITTED NOMINEES to sell their entire shareholding in the JVC to SEIL and GPL/PERMITTED NOMINEES shall be obliged to sell their shares to SEIL at the price mutually agreed between the Parties failing which at the fair price determined in accordance with Clause 5.3. In case Purchasing Parties has notified Selling Party in writing that they arose or their PERMITTED NOMINEES do not wish to purchase the entire shareholding of Selling Party including its PERMITTED NOMINEES, in that event, Selling Party shall be entitled to sell all the share held by it/its PERMITTED NOMINEES to a third party at a price not less than the fair price referred to in Clause 14.1, provided that such a third party is acceptable to Purchasing Parties and agrees in writing as a condition precedent to the transfer of shares to it to be bound by the terms and conditions of this Agreement as though it was a signatory to this Agreement. No waiver of antecedent breach and no grant of time and indulgence shall prejudice any subsequent right to terminate this Agreement. The termination shall not prejudice the right of non-defaulting Party or Parties against the defaulting Party that may have accrued prior to the date of termination or expiration expiry of this Agreement. On the termination of this Agreement the Parties hereto MSA shall refrain from any acts, indications, publicity or advertisements which may mislead any third party into the belief that the Parties hereto still maintain business relationships with one another with reference to the JVC survive and neither Party hereto shall commit any act detrimental to the business or reputation of the continue in full force and effect but all other Parties; also the Parties shall ensure that the JVC shall not use the name of the outgoing shareholder in any manner either in publicity material or otherwise. When this Agreement is terminated due to the circumstances set out in sub Clause (f) of Clause 13.1, if the JVC is in existence, Purchasing Parties shall have the right to require Selling Party including its PERMITTED NOMINEES to sell their entire shareholding in the JVC to Purchasing Parties rights and Selling Party /PERMITTED NOMINEES shall be obliged to sell their shares to Purchasing Parties at a mutually agreed price failing which at the fair price which shall determined in accordance with Clause 5.3 of this Agreement. In case Purchasing Parties has notified Selling Party in writing that they or their PERMITTED NOMINEES do not wish to purchase the entire shareholding of Selling Party including its PERMITTED NOMINEES, in the event, Selling Party shall be entitled to sell all the share held by it/its PERMITTED NOMINEES to a third party at a price not less than the fair price referred to in Clause 14.1, provided that such a third party is acceptable to Purchasing Parties and agree in writing as a condition precedent to the transfer of shares to it to be bound by the terms and conditions of this Agreement as though it was a signatory to this Agreement. Where this Agreement is terminated under the said sub Clause neither obligations of the Parties shall cease immediately. 23.4 Termination of this MSA shall not relieve a Party of obligations imposed upon such by any applicable laws or by this Agreement prior to its termination. 23.5 The exercise of any termination right set out in (Termination Clause) by a Party shall be entitled without prejudice to the Party’s other rights and remedies under this MSA. 23.6 On termination of this MSA, howsoever arising, each Service Order then in force at the date of such termination shall nevertheless continue in full force and effect for the remainder of the term of such Service Order, unless earlier terminated in accordance with the terms of such Service Order. 23.7 Termination of any Approved Service Order shall not affect any other Service Order or this Agreement. 23.8 Following the termination of a Service Order – 23.8.1 the Customer shall immediately pay to FirstWord all of FirstWord’s outstanding unpaid invoices and interest and, in respect of Services that have been performed, but for which no invoice has been submitted, FirstWord may submit an invoice, which shall be payable immediately on receipt. 23.9 On termination of the MSA: 23.9.1 the accrued rights, remedies, obligations and liabilities of the Parties as at termination shall not be affected, including the right to claim compensation from damages in respect of any breach of the other Parties for any damage MSA which may be incurredexisted at or before the date of termination; and 23.9.2 clauses which expressly or by implication have effect after termination shall continue in full force and effect, including: clause 1 (Interpretation), clause 22 and 23 (Termination and Consequences of Termination), clause 13 (Dispute Resolution), clause 12 (Limitation of liability), clause 17 (Notices and Domicillia). 23.10 In so far as the Customer does not fall within the ambit of the Consumer Protection Act 68 of 2008, the Customer acknowledges that FirstWord places specific reliance on the Approved Service Order agreed upon by the Parties, and, on this basis FirstWord invests time and resources in the Service Order(s) and incurs specific costs in order to facilitate the rendering of Services and provision of Products to the Customer in terms of the Service Order(s). Should the Customer terminate a Service Order prior to the conclusion of the Service Order term, the Customer agrees that an amount equivalent to the remaining value of the Service Order shall accrue to FirstWord and shall become due, owing and payable to FirstWord upon receipt of the Customer’s notice to terminate the Service Order.

Consequence of Termination. 15.1 It is expressly agreed by and among the Parties that in case of termination of this Agreement by any Party under Clause 13.1 <other than (e) and (f)>, SEIL shall have the right to require GPL including its PERMITTED NOMINEES to sell their entire shareholding in the JVC to SEIL and GPL/PERMITTED NOMINEES shall be obliged to sell their shares to SEIL at the price mutually agreed between the Parties failing which at the fair price determined in accordance with Clause 5.3. . 15.2 In case Purchasing Parties has notified Selling Party in writing that they or their PERMITTED NOMINEES do not wish to purchase the entire shareholding of Selling Party including its PERMITTED NOMINEES, in that event, Selling Party shall be entitled to sell all the share held by it/its PERMITTED NOMINEES to a third party at a price not less than the fair price referred to in Clause 14.1, provided that such a third party is acceptable to Purchasing Parties and agrees in writing as a condition precedent to the transfer of shares to it to be bound by the terms and conditions of this Agreement as though it was a signatory to this Agreement. . 15.3 No waiver of antecedent breach and no grant of time and indulgence shall prejudice any subsequent right to terminate this Agreement. . 15.4 The termination shall not prejudice the right of non-defaulting Party or Parties against the defaulting Party that may have accrued prior to the date of termination or expiration of this Agreement. . 15.5 On the termination of this Agreement the Parties hereto shall refrain from any acts, indications, publicity or advertisements which may mislead any third party into the belief that the Parties hereto still maintain business relationships with one another with reference to the JVC and neither Party hereto shall commit any act detrimental to the business or reputation of the other Parties; also the Parties shall ensure that the JVC shall not use the name of the outgoing shareholder in any manner either in publicity material or otherwise. . 15.6 When this Agreement is terminated due to the circumstances set out in sub Clause (f) of Clause 13.1, if the JVC is in existence, Purchasing Parties shall have the right to require Selling Party including its PERMITTED NOMINEES to sell their entire shareholding in the JVC to Purchasing Parties and Selling Party /PERMITTED NOMINEES shall be obliged to sell their shares to Purchasing Parties at a mutually agreed price failing which at the fair price which shall determined in accordance with Clause 5.3 of this Agreement. In case Purchasing Parties has notified Selling Party in writing that they or their PERMITTED NOMINEES do not wish to purchase the entire shareholding of Selling Party including its PERMITTED NOMINEES, in the event, Selling Party shall be entitled to sell all the share held by it/its PERMITTED NOMINEES to a third party at a price not less than the fair price referred to in Clause 14.1, provided that such a third party is acceptable to Purchasing Parties and agree in writing as a condition precedent to the transfer of shares to it to be bound by the terms and conditions of this Agreement as though it was a signatory to this Agreement. Where this Agreement is terminated under the said sub Clause neither of the Parties shall be entitled to claim compensation from the other Parties for any damage which may be incurred.

Consequence of Termination. It 16.1 Without prejudice to any rights and remedies which toe TDC has or may have against toe Consultant (including such rights of action as shall have accrued to toe TDC prior to toe termination) under this Agreement or otherwise, ifthis Agreement is terminated by toe TDC: (a) the Consultant shall be liable for any amount in excess of toe overall cost of this Agreement incurred by toe TDC in awarding, assigning and/or engaging another consultant to complete toe uncompleted Consultancy Services; (b) toe Consultant shall further be liable to toe TDC for any legal, professional or other costs and expenses reasonably incurred for or in pursuance of any provisions hereof; (c) all rights and obligations of the parties under this Agreement shall automatically terminate except for such rights of action as shall have accrued prior thereto and any obligation which expressly agreed or by and among implication is intended to come into or continue in force on or after such termination; (d) no compensation Whatsoever shall be payable by the Parties that TDC to toe Consultant as a result of suspension or early termination of this Agreement. The TDC shall not be responsible for any loss or expenses suffered or incurred by toe Consultant due to suspension or early termination ofthis Agreement; (e) the TDC shall cease to have any further obligation under this Agreement upon its termination, including without limitation the obligation to make further instalment payments; 1 (f) any amounts paid in case respect of the Consultancy Services which have not been performed at the date of suspension or termination shall be refunded to die TDC on a pro-rata basis; and (g) in the event of termination of this Agreement by any Party under Clause 13.1 <other than (e15.3 by the TDC, Clauses 16.1(a) and (f)>, SEIL b) shall have the right to require GPL including its PERMITTED NOMINEES to sell their entire shareholding in the JVC to SEIL not apply and GPL/PERMITTED NOMINEES shall be obliged to sell their shares to SEIL at the price mutually agreed between the Parties failing which at the fair price determined in accordance with Clause 5.3. In case Purchasing Parties has notified Selling Party in writing that they or their PERMITTED NOMINEES do not wish to purchase the entire shareholding of Selling Party including its PERMITTED NOMINEES, in that event, Selling Party shall be entitled to sell all the share held by it/its PERMITTED NOMINEES to a third party at a price not less than the fair price referred to in Clause 14.1, provided that such a third party is acceptable to Purchasing Parties and agrees in writing as a condition precedent subject to the transfer of shares to it to be bound by the other terms and conditions of this Agreement as though it was a signatory to this Agreement. No waiver of antecedent breach and no grant of time and indulgence shall prejudice any subsequent right to terminate this Agreement. The termination shall not prejudice , the right of non-defaulting Party or Parties against the defaulting Party that may have accrued prior TDC will pay die Consultant for die Consultancy Services rendered up to the date of suspension or termination on a pro-rata basis. 16.2 Upon the expiration or expiration early termination of this Agreement. On , the termination of this Agreement the Parties hereto Consultant shall refrain from any acts, indications, publicity or advertisements which may mislead any third party into the belief that the Parties hereto still maintain business relationships with one another with reference at its expense promptly deliver and send to the JVC TDC all the Materials (finished or unfinished) and neither Party hereto shall commit the documents containing the Confidential Information, including without limitation any act detrimental products, documents, drafts and working papers in whatever medium which are in the custody, control or possession of the Consultant, its sub-coritractors or their respective officers, employees and agents. 16.3 In the event of termination prior to the business or reputation completion of the Consultancy Services, the TDC may itself complete the Consultancy Services or (at the option of the TDC) may engage, use or employ any other Parties; also consultant to complete die said services and the Parties shall ensure that the JVC shall not TDC or such odier consultant may use the name of the outgoing shareholder in any manner either in publicity material Materials (whether or otherwise. When this Agreement is terminated due not tide has passed to the circumstances set out TDC in sub Clause (frespect thereof) of Clause 13.1, if and the JVC is in existence, Purchasing Parties shall have the right to require Selling Party including its PERMITTED NOMINEES to sell their entire shareholding in the JVC to Purchasing Parties and Selling Party /PERMITTED NOMINEES shall be obliged to sell their shares to Purchasing Parties at a mutually agreed price failing which at the fair price which shall determined in accordance with Clause 5.3 of this Agreement. In case Purchasing Parties has notified Selling Party in writing that they Licensed Property or their PERMITTED NOMINEES do not wish to purchase the entire shareholding of Selling Party including its PERMITTED NOMINEES, in the event, Selling Party shall be entitled to sell all the share held by it/its PERMITTED NOMINEES to a third party at a price not less than the fair price referred to in Clause 14.1, provided that any part thereof for such a third party is acceptable to Purchasing Parties and agree in writing as a condition precedent to the transfer of shares to it to be bound by the terms and conditions of this Agreement as though it was a signatory to this Agreement. Where this Agreement is terminated under the said sub Clause neither of the Parties shall be entitled to claim compensation from the other Parties for any damage which may be incurredcompletion.

Consequence of Termination. It 16.1 Without prejudice to any rights and remedies which the TDC has or may have against the Consultant (including such rights of action as shall have accrued to the TDC prior to the termination) under this Agreement or otherwise, if this Agreement is terminated by the TDC: (a) the Consultant shall be liable for any amount in excess of the overall cost of this Agreement incurred by the TDC in awarding, assigning and/or engaging another consultant to complete the uncompleted Consultancy Services; (b) the Consultant shall further be liable to the TDC for any legal, professional or other costs and expenses reasonably incurred for or in pursuance of any provisions hereof; (c) all rights and obligations of the parties under this Agreement shall automatically terminate except for such rights of action as shall have accrued prior thereto and any obligation which expressly agreed or by and among implication is intended to come into or continue in force on or after such termination; (d) no compensation whatsoever shall be payable by the Parties that TDC to the Consultant as a result of suspension or early termination of this Agreement. The TDC shall not be responsible for any loss or expenses suffered or incurred by the Consultant' due to suspension or early termination of this Agreement; (e) the TDC shall cease to have'any further obligation under this Agreement upon its termination, including without limitation the'obligation to make Received by NSD/FARA Registration Unit 05/20/2019 10:28:46 AM Received by NSD/FARA Registration Unit 05/20/2019 10:28:46 AM further instalment payments; (f) any amounts paid in case respect of the Consultancy Services which have not been performed at the date of suspension or termination shall be refunded to the TDC on a pro-rata basis; and (g) in the event of termination of this Agreement by any Party under Clause 13.1 <other than (e15.3 by the TDC,- Clauses 16.1(a) and (f)>, SEIL b) shall have the right to require GPL including its PERMITTED NOMINEES to sell their entire shareholding in the JVC to SEIL not apply and GPL/PERMITTED NOMINEES shall be obliged to sell their shares to SEIL at the price mutually agreed between the Parties failing which at the fair price determined in accordance with Clause 5.3. In case Purchasing Parties has notified Selling Party in writing that they or their PERMITTED NOMINEES do not wish to purchase the entire shareholding of Selling Party including its PERMITTED NOMINEES, in that event, Selling Party shall be entitled to sell all the share held by it/its PERMITTED NOMINEES to a third party at a price not less than the fair price referred to in Clause 14.1, provided that such a third party is acceptable to Purchasing Parties and agrees in writing as a condition precedent subject to the transfer of shares to it to be bound by the other terms and conditions of this Agreement as though it was a signatory to this Agreement. No waiver of antecedent breach and no grant of time and indulgence shall prejudice any subsequent right to terminate this Agreement. The termination shall not prejudice , the right of non-defaulting Party or Parties against TDC will pay the defaulting Party that may have accrued prior Consultant for the Consultancy Services rendered up to the date of suspension or termination on a pro-rata basis. 16.2 Upon the expiration or expiration early termination of this Agreement. On , the termination of this Agreement the Parties hereto Consultant shall refrain from any acts, indications, publicity or advertisements which may mislead any third party into the belief that the Parties hereto still maintain business relationships with one another with reference at its expense promptly deliver and send to the JVC TDC all the Materials (finished or unfinished) and neither Party hereto shall commit the documents containing the Confidential Information, including without limitation any act detrimental products, documents, drafts and working papers in whatever medium which are in the custody, control or possession of the Consultant, its sub-contractors or their respective officers, employees and 16.3 In the event of termination prior to the business or reputation completion of the Consultancy Services, the XDC may itself complete the Consultancy Services or (at the option of the TDC) may engage, use or employ any other Parties; also consultant to complete the Parties shall ensure that said services and the JVC shall not TDC or such other consultant may use the name of the outgoing shareholder in any manner either in publicity material Materials (whether or otherwise. When this Agreement is terminated due not title has passed to the circumstances set out TDC in sub Clause (frespect thereof) of Clause 13.1, if and the JVC is in existence, Purchasing Parties shall have the right to require Selling Party including its PERMITTED NOMINEES to sell their entire shareholding in the JVC to Purchasing Parties and Selling Party /PERMITTED NOMINEES shall be obliged to sell their shares to Purchasing Parties at a mutually agreed price failing which at the fair price which shall determined in accordance with Clause 5.3 of this Agreement. In case Purchasing Parties has notified Selling Party in writing that they Licensed Property or their PERMITTED NOMINEES do not wish to purchase the entire shareholding of Selling Party including its PERMITTED NOMINEES, in the event, Selling Party shall be entitled to sell all the share held by it/its PERMITTED NOMINEES to a third party at a price not less than the fair price referred to in Clause 14.1, provided that any part thereof for such a third party is acceptable to Purchasing Parties and agree in writing as a condition precedent to the transfer of shares to it to be bound by the terms and conditions of this Agreement as though it was a signatory to this Agreement. Where this Agreement is terminated under the said sub Clause neither of the Parties shall be entitled to claim compensation from the other Parties for any damage which may be incurredcompletion.