Effectiveness and Termination of the Agreement. 8.1 This Agreement shall come into effect as of the date hereof (provided that any portion of this Agreement that requires the approval of any Government Authority shall not come into effect until such approval has been obtained) and the transfer of Transferred Shares contemplated under this Agreement shall become effective when the Revised Approval Certificate has been issued. 8.2 This Agreement may be terminated as follows: (a) At the election of the Seller or the Purchaser, if all Requisite Approvals shall not have been obtained or effectuated on or prior to the Outside Date, provided that (i) the terminating Party is not in material default of any of its obligations hereunder and (ii) the right to terminate this Agreement pursuant to this Article 8 shall not be available to any Party whose breach of any provision of this Agreement has been the cause of, or resulted, directly or indirectly, in, the failure to obtain or effectuate the Requisite Approvals; (b) By mutual written consent of the Seller and the Purchaser to terminate this Agreement; (c) At the election of the Seller, if the Purchaser does not comply with its obligations under Article 3.2; (d) At the election of the Seller or the Purchaser, in the event of a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of the other Party, which breach would, individually or in the aggregate, result in, if occurring or continuing on the Completion Date, the failure of any condition to the terminating Party’s obligations set forth in Article 7 to be satisfied, and which cannot be or has not been cured within 45 days after the giving of written notice to the breaching Party of such breach (or by the Outside Date, if earlier); provided, however, that the right to terminate this Agreement under this Section 8.2(d) shall not be available to any Party if the would-be terminating Party is then in material breach of its representations, warranties, agreements and covenants hereunder; or (e) at the election of the applicable Party pursuant to the second paragraph of Article 4.5. If the Revised Approval Certificate and/or the Revised Business License has, at the time of such termination, already been obtained, the Parties shall take all necessary steps, as soon as reasonably practicable, to procure the cancellation of Revised Approval Certificate and/or the Revised Business License and the reinstatement of the Seller as the registered owner of the Transferred Shares. 8.3 In the event of termination by the Purchaser or the Seller pursuant to Article 8.2, written notice shall be immediately given to the other Party and the transfer of Transferred Shares shall be abandoned, without further actions by the Purchaser or the Seller. In such event, each Party shall be relieved of its duties and obligations as of the date of termination and such termination shall be without liability for either Party, provided that no such termination shall relieve any Party from liability for any breach of this Agreement committed prior to the date of termination. 8.4 Except as set forth in Article 8.2, neither Party shall have right to terminate this Agreement.
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Effectiveness and Termination of the Agreement. 8.1 This 11.1. The Agreement shall come enters into effect as force from the moment of the date hereof (provided that any portion of this Agreement that requires Bank’s decision to provide the approval of any Government Authority shall not come into effect until such approval has been obtained) and Customer the transfer of Transferred Shares contemplated service defined under this Agreement shall become effective when the Revised Approval Certificate has been issued.
8.2 This Agreement may be terminated as follows:
(a) At the election of the Seller or the Purchaser, if all Requisite Approvals shall not have been obtained or effectuated on or prior to the Outside Date, provided that (i) the terminating Party is not in material default of any of its obligations hereunder and (ii) the right to terminate this Agreement pursuant to this Article 8 shall not be available to any Party whose breach of any provision of this Agreement has been the cause of, or resulted, directly or indirectly, in, the failure to obtain or effectuate the Requisite Approvals;
(b) By mutual written consent of the Seller and the Purchaser to terminate this Agreement;
(c) At the election of the Seller, if the Purchaser does not comply with its obligations under Article 3.2;
(d) At the election of the Seller or the Purchaser, in the event of a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part basis of execution by the Customer of the relevant Application and unless otherwise defined by the Additional Conditions (if any), stays effective indefinitely.
11.2. Early termination of the Service, Agreement and/or Other agreement associated thereto, in full or partially, is possible:
11.2.1. By either Party unilaterally, without any reason, at any stage of the Agreement – on the basis of a 30 (thirty) day prior notification sent to the other Party;
11.2.2. By either Party, which breach would, individually or in the aggregate, result inunilaterally, if occurring the other Party fails to discharge in full and properly any obligation defined by the Agreement;
11.2.2.1. After expiration of the additional 15 (fifteen) day term given by the terminating Party to the defaulting Party, without any results;
11.2.2.2. Immediately, in cases envisaged by the Legislation, and/or if it is obvious that giving additional term to the defaulting Party will be pointless.
11.2.3. by the written agreement of the Parties;
11.2.4. in other cases stipulated by the Agreement, Other agreement associated thereto and/or the
11.3. In case of early termination, in full or continuing on partially, of the Completion DateAgreement by the Bank, the failure of any condition to Customer shall pay the terminating Party’s obligations set forth Bank the cost in Article 7 to be satisfied, and which canaccordance with the actually provided Service. In such a case the Bank will not be or has not been cured within 45 days after obliged to compensate the giving of written notice to the breaching Party of such breach Customer for any damage (or by the Outside Date, if earlierloss); provided, however, that the right to terminate this Agreement under this Section 8.2(d) shall not be available to any Party if the would-be terminating Party is then in material breach of its representations, warranties, agreements and covenants hereunder; or;
(e) at the election 11.4. Termination of the applicable Party pursuant Agreement in full or partially does not relieve the Parties of the obligation to discharge (payment) in full and properly of obligations arisen under the second paragraph Agreement before termination of Article 4.5the Agreement.
11.5. If the Revised Approval Certificate results (responsibility) of termination of the Agreement and/or Other agreement associated thereto in full or partially are not stipulated by the Revised Business License has, at the time of such termination, already been obtainedAgreement and/or Other agreement associated thereto, the Parties shall take all necessary steps, be guided by the applicable Legislation.”
14. A new Article 13 of the “Terms and Conditions of Brokerage Service on the Government Securities Market for Natural Persons” shall be amended as soon as reasonably practicable, to procure the cancellation of Revised Approval Certificate and/or the Revised Business License follows and the reinstatement of the Seller as the registered owner of the Transferred Shares.
8.3 In the event of termination by the Purchaser or the Seller pursuant to Article 8.2, written notice following Articles shall be immediately given to the other Party and the transfer of Transferred Shares shall be abandoned, without further actions by the Purchaser or the Seller. In such event, each Party shall be relieved of its duties and obligations as of the date of termination and such termination shall be without liability for either Party, provided that no such termination shall relieve any Party from liability for any breach of this Agreement committed prior to the date of termination.
8.4 Except as set forth in Article 8.2, neither Party shall have right to terminate this Agreement.renumbered accordingly:
Appears in 1 contract
Samples: Terms and Conditions of Brokerage Service on the Government Securities Market
Effectiveness and Termination of the Agreement. 8.1 This 12.1. The Agreement shall come into effect as becomes effective from the moment of its execution by the Parties and unless otherwise provided in Annex No. 1 (Additional Conditions) (if any) of the date hereof (provided that any portion Agreement it shall remain effective until the Security is fully disposed off by the Client or fully covered / repaid by the issuer.
12.2. In the cases and under the terms defined by the Agreement, the Related Agreement(s) and/or the Legislation, the full or partial termination of this the Services, the Agreement that requires and/or the approval Related Agreement(s) is possible:
12.2.1. by the Bank, if: a) the Bank refuses provision of the the Services until full and proper fulfillment by the Client of any Government Authority of his/her/its obligations (including monetary obligations, Representations and Warrantees, any terms and condition and/or other obligation) defined by the Agreement and/or the Related Agreement(s) or b) the Client fails to discharge fully and properly any obligations (including monetary obligations, Representations and Warrantees, any terms and condition and/or other obligation) defined by the Agreement and/or Other the Related Agreement(s);
12.2.2. by the Parties’ written agreement;
12.2.3. in other cases stipulated by the Agreement, the Related Agreement(s) and/or Legislation, unless the cases stipulated by the Legislation conflict with the Agreement.
12.3. In case of existence of the circumstances set forth in Sub-paragraphs 12.2.1 and 12.2.3 of the Agreement, the Bank is authorized upon 15 (fifteen) calendar days notice to the Client to terminate unilaterally, fully or partially, without compensation of damage (loss), the Services, Agreement and/or the Related Agreement(s), unless the same notice envisages other term and/or conditions for full or partial termination of the Services, Agreement and/or the Related Agreement(s).
12.4. If based on and in accordance with the Legislation the Client decides to terminate the Agreement unilaterally in full or partially, he/she/it shall not come into effect until notify in writing the Bank about such approval has been obtained) decision, its basis and the transfer date on which the termination becomes effective, which shall be no less than 60 (sixty) calendar days from the date of Transferred Shares contemplated under this notice. If in cases stipulated by the Agreement shall become effective when and/or the Revised Approval Certificate Legislation the Agreement has been issued.
8.2 This to be terminated in shorter terms and/or the Bank finds it advisable to terminate the Agreement in a shorter term, the Agreement may be terminated as follows:in such shorter term.
(a) At 12.5. In case the election of Bank prematurely terminates the Seller Agreement in full or partially, the Purchaser, if all Requisite Approvals Client shall not have been obtained or effectuated on or prior to pay the Outside Date, provided that (i) Bank accrued fee for the terminating Party is not in material default of any of its obligations hereunder and (ii) Services actually rendered. In such case the right to terminate this Agreement pursuant to this Article 8 Bank shall not be available liable to compensate the Client for any Party whose breach kind of any provision of this Agreement has been the cause of, damage (loss).
12.6. Full or resulted, directly or indirectly, in, the failure to obtain or effectuate the Requisite Approvals;
(b) By mutual written consent partial termination of the Seller and Agreement and/or the Purchaser to terminate this Agreement;
(cRelated Agreement(s) At the election of the Seller, if the Purchaser does not comply with relieve the Client from the obligation of full and proper performance of his/her/its obligations under Article 3.2;
(dthe Agreement and/or the Related Agreement(s) At and/or the election of the Seller or the Purchaser, in the event of a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of the other Party, which breach would, individually or in the aggregate, result in, if occurring or continuing on the Completion Date, the failure of any condition to the terminating Party’s obligations set forth in Article 7 to be satisfied, and which cannot be or has not been cured within 45 days after the giving of written notice to the breaching Party of such breach (or prescribed by the Outside Date, if earlier); provided, however, that Legislation. Such obligation shall remain in force until the right to terminate this Agreement under this Section 8.2(d) shall not be available to any Party if the would-be terminating Party is then in material breach of its representations, warranties, agreements and covenants hereunder; orvoluntary or enforced fulfillment thereof.
(e) at the election of the applicable Party pursuant to the second paragraph of Article 4.512.7. If the Revised Approval Certificate results (responsibility) of full or partial termination of the Agreement and/or the Revised Business License has, at Related Agreement(s) are not stipulated by the time of such termination, already been obtainedAgreement and/or the Related Agreement(s), the Parties shall take all necessary steps, as soon as reasonably practicable, to procure the cancellation of Revised Approval Certificate and/or the Revised Business License and the reinstatement of the Seller as the registered owner of the Transferred Shares.
8.3 In the event of termination be guided by the Purchaser or the Seller pursuant to Article 8.2, written notice shall be immediately given to the other Party and the transfer of Transferred Shares shall be abandoned, without further actions by the Purchaser or the Seller. In such event, each Party shall be relieved of its duties and obligations as of the date of termination and such termination shall be without liability for either Party, provided that no such termination shall relieve any Party from liability for any breach of this Agreement committed prior to the date of terminationapplicable Legislation.
8.4 Except as set forth in Article 8.2, neither Party shall have right to terminate this Agreement.
Appears in 1 contract
Samples: Securities Custody and Registration Services Agreement
Effectiveness and Termination of the Agreement. 8.1 This Agreement shall come into effect as of the date hereof (provided that any portion of this Agreement that requires the approval of any Government Authority shall not come into effect until such approval has been obtained) and the transfer of Transferred Shares contemplated under this Agreement shall become effective when the Revised Approval Certificate has been issued.
8.2 This Agreement may be terminated as follows:
(a) At the election of the Seller or the Purchaser, if all Requisite Approvals shall not have been obtained or effectuated on or prior to the Outside Date, provided that (i) the terminating Party is not in material default of any of its obligations hereunder and (ii) the right to terminate this Agreement pursuant to this Article 8 shall not be available to any Party whose breach of any provision of this Agreement has been the cause of, or resulted, directly or indirectly, in, the failure to obtain or effectuate the Requisite Approvals;
(b) By mutual written consent of the Seller and the Purchaser to terminate this Agreement;
(c) At the election of the Seller, if the Purchaser does not comply with its obligations under Article 3.2;
(d) At the election of the Seller or the Purchaser, in the event of a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of the other Party, which breach would, individually or in the aggregate, result in, if occurring or continuing on the Completion Date, the failure of any condition to the terminating Party’s 's obligations set forth in Article 7 to be satisfied, and which cannot be or has not been cured within 45 days after the giving of written notice to the breaching Party of such breach (or by the Outside Date, if earlier); provided, however, that the right to terminate this Agreement under this Section 8.2(d) shall not be available to any Party if the would-be terminating Party is then in material breach of its representations, warranties, agreements and covenants hereunder; or
(e) at the election of the applicable Party pursuant to the second paragraph of Article 4.5. If the Revised Approval Certificate and/or the Revised Business License has, at the time of such termination, already been obtained, the Parties shall take all necessary steps, as soon as reasonably practicable, to procure the cancellation of Revised Approval Certificate and/or the Revised Business License and the reinstatement of the Seller as the registered owner of the Transferred Shares.
8.3 In the event of termination by the Purchaser or the Seller pursuant to Article 8.2, written notice shall be immediately given to the other Party and the transfer of Transferred Shares shall be abandoned, without further actions by the Purchaser or the Seller. In such event, each Party shall be relieved of its duties and obligations as of the date of termination and such termination shall be without liability for either Party, provided that no such termination shall relieve any Party from liability for any breach of this Agreement committed prior to the date of termination.
8.4 Except as set forth in Article 8.2, neither Party shall have right to terminate this Agreement.
Appears in 1 contract
Effectiveness and Termination of the Agreement. 8.1 This 11.1. The Agreement shall come enters into effect as force from the moment of the date hereof (provided that any portion of this Agreement that requires Bank’s decision to provide the approval of any Government Authority shall not come into effect until such approval has been obtained) and Customer the transfer of Transferred Shares contemplated service defined under this Agreement shall become effective when the Revised Approval Certificate has been issued.
8.2 This Agreement may be terminated as follows:
(a) At the election of the Seller or the Purchaser, if all Requisite Approvals shall not have been obtained or effectuated on or prior to the Outside Date, provided that (i) the terminating Party is not in material default of any of its obligations hereunder and (ii) the right to terminate this Agreement pursuant to this Article 8 shall not be available to any Party whose breach of any provision of this Agreement has been the cause of, or resulted, directly or indirectly, in, the failure to obtain or effectuate the Requisite Approvals;
(b) By mutual written consent of the Seller and the Purchaser to terminate this Agreement;
(c) At the election of the Seller, if the Purchaser does not comply with its obligations under Article 3.2;
(d) At the election of the Seller or the Purchaser, in the event of a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part basis of execution by the Customer of the relevant Application and unless otherwise defined by the Additional Conditions (if any), stays effective indefinitely.
11.2. In the cases and under the terms defined by the Agreement, the Related Agreement(s) and/or the Legislation, the full or partial termination of the Services, the Agreement and/or the Related Agreement(s) is possible:
11.2.1. By either Party unilaterally, without any reason, at any stage of the Agreement – on the basis of a 30 (thirty) day prior notification sent to the other Party, which breach would, individually or in the aggregate, result in, if occurring or continuing on the Completion Date, the failure of any condition to the terminating Party’s obligations set forth in Article 7 to be satisfied, and which cannot be or has not been cured within 45 days after the giving of written notice to the breaching Party of that such breach (or by the Outside Date, if earlier); provided, however, that the right to terminate this Agreement under this Section 8.2(d) termination shall not be available effective with regard to any Party the Security transferred to the Bank on the basis of this Agreement until such Security is fully disposed off by the Customer or fully covered / repaid by the issuer;
11.2.2. By either Party, unilaterally, if the would-be other Party fails to discharge in full and properly any obligation defined by the Agreement;
11.2.2.1. After expiration of the additional 15 (fifteen) day term given by the terminating Party to the defaulting Party, without any results;
11.2.2.2. Immediately, in cases envisaged by the Legislation, and/or if it is then obvious that giving additional term to the defaulting Party will be pointless.
11.2.3. by the Parties’ written agreement;
11.2.4. in material breach other cases stipulated by the Agreement, the Related Agreement(s) and/or Legislation, unless the cases stipulated by the Legislation conflict with the Agreement.
11.3. In case the Bank prematurely terminates the Agreement in full or partially, the Customer shall pay the Bank accrued fee for the Services actually rendered. In such case the Bank shall not be liable to compensate the Customer for any kind of its representations, warranties, agreements and covenants hereunder; ordamage (loss).
(e) at the election 11.4. Termination of the applicable Party pursuant Agreement in full or partially does not relieve the Parties of the obligation to discharge (payment) in full and properly of obligations arisen under the second paragraph Agreement before termination of Article 4.5the Agreement.
11.5. If the Revised Approval Certificate results (responsibility) of full or partial termination of the Agreement and/or the Revised Business License has, at Related Agreement(s) are not stipulated by the time of such termination, already been obtainedAgreement and/or the Related Agreement(s), the Parties shall take all necessary steps, as soon as reasonably practicable, to procure the cancellation of Revised Approval Certificate and/or the Revised Business License and the reinstatement of the Seller as the registered owner of the Transferred Shares.
8.3 In the event of termination be guided by the Purchaser or the Seller pursuant to Article 8.2, written notice shall be immediately given to the other Party and the transfer of Transferred Shares shall be abandoned, without further actions by the Purchaser or the Seller. In such event, each Party shall be relieved of its duties and obligations as of the date of termination and such termination shall be without liability for either Party, provided that no such termination shall relieve any Party from liability for any breach of this Agreement committed prior to the date of terminationapplicable Legislation.
8.4 Except as set forth in Article 8.2, neither Party shall have right to terminate this Agreement.”
Appears in 1 contract
Samples: Terms and Conditions of Securities Custody and Registration Services
Effectiveness and Termination of the Agreement. 8.1 This Agreement shall come into effect as of the date hereof (provided that any portion of this Agreement that requires the approval of any Government Authority shall not come into effect until such approval has been obtained) and the transfer of Transferred Shares contemplated under this Agreement shall become effective when the Revised Approval Certificate has been issued.
8.2 This Agreement may be terminated as follows:
(a) At the election of the Seller or the Purchaser, if all Requisite Approvals shall not have been obtained or effectuated on or prior to the Outside Date, provided that (i) the terminating Party is not in material default of any of its obligations hereunder and (ii) the right to terminate this Agreement pursuant to this Article 8 shall not be available to any Party whose breach of any provision of this Agreement has been the cause of, or resulted, directly or indirectly, in, the failure to obtain or effectuate the Requisite Approvals;
(b) By mutual written consent of the Seller and the Purchaser to terminate this Agreement;
(c) At the election of the Seller, if the Purchaser does not comply with its obligations under Article 3.2;
(d) At the election of the Seller or the Purchaser, in the event of a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of the other Party, which breach would, individually or in the aggregate, result in, if occurring or continuing on the Completion Date, the failure of any condition to the terminating Party’s 's obligations set forth in Article 7 to be satisfied, and which cannot be or has not been cured within 45 days after the giving of written notice to the breaching Party of such breach (or by the Outside Date, if earlier); provided, however, that the right to terminate this Agreement under this Section 8.2(d) shall not be available to any Party if the would-be terminating Party is then in material breach of its representations, warranties, agreements and covenants hereunder; or
(e) at the election of the applicable Party pursuant to the second paragraph of Article 4.5. If the Revised Approval Certificate and/or the Revised Business License has, at the time of such termination, already been obtained, the Parties shall take all necessary steps, as soon as reasonably practicable, to procure the cancellation of Revised Approval Certificate and/or the Revised Business License and the reinstatement of the Seller as the registered owner of the Transferred Shares.
8.3 In the event of termination by the Purchaser or the Seller pursuant to Article 8.2, written notice shall be immediately given to the other Party and the transfer of Transferred Shares shall be abandoned, without further actions by the Purchaser or the Seller. In such event, each Party shall be relieved of its duties and obligations as of the date of termination and such termination shall be without liability for either Party, provided that no such termination shall relieve any Party from liability for any breach of this Agreement committed prior to the date of termination.
8.4 Except as set forth in Article 8.2, neither Party shall have right to terminate this Agreement.
Appears in 1 contract
Samples: Share Transfer Agreement (General Motors Financial Company, Inc.)
Effectiveness and Termination of the Agreement. 8.1 This 11.1. The Agreement shall come enters into effect as force from the moment of the date hereof (provided that any portion of this Agreement that requires Bank’s decision to provide the approval of any Government Authority shall not come into effect until such approval has been obtained) and Customer the transfer of Transferred Shares contemplated service defined under this Agreement shall become effective when the Revised Approval Certificate has been issued.
8.2 This Agreement may be terminated as follows:
(a) At the election of the Seller or the Purchaser, if all Requisite Approvals shall not have been obtained or effectuated on or prior to the Outside Date, provided that (i) the terminating Party is not in material default of any of its obligations hereunder and (ii) the right to terminate this Agreement pursuant to this Article 8 shall not be available to any Party whose breach of any provision of this Agreement has been the cause of, or resulted, directly or indirectly, in, the failure to obtain or effectuate the Requisite Approvals;
(b) By mutual written consent of the Seller and the Purchaser to terminate this Agreement;
(c) At the election of the Seller, if the Purchaser does not comply with its obligations under Article 3.2;
(d) At the election of the Seller or the Purchaser, in the event of a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part basis of execution by the Customer of the relevant Application and unless otherwise defined by the Additional Conditions (if any), stays effective indefinitely.
11.2. The Customer does not have the right to unilaterally, fully or partially withdraw from the Service, Agreement and/or other Agreement related to the Agreement and demand reimbursement from the Bank of the Service Fee paid to the Bank and/or any other expenses incurred by the Customer.
11.3. Early termination of the Service, Agreement and/or Other agreement associated thereto, in full or partially, is possible:
11.3.1. By either Party unilaterally, without any reason, at any stage of the Agreement – on the basis of a 30 (thirty) day prior notification sent to the other Party;
11.3.2. By either Party, which breach would, individually or in the aggregate, result inunilaterally, if occurring or continuing on the Completion Date, the failure of any condition to the terminating Party’s obligations set forth in Article 7 to be satisfied, and which cannot be or has not been cured within 45 days after the giving of written notice to the breaching Party of such breach (or by the Outside Date, if earlier); provided, however, that the right to terminate this Agreement under this Section 8.2(d) shall not be available to any Party if the would-be terminating Party is then in material breach of its representations, warranties, agreements and covenants hereunder; or
(e) at the election of the applicable Party pursuant to the second paragraph of Article 4.5. If the Revised Approval Certificate and/or the Revised Business License has, at the time of such termination, already been obtained, the Parties shall take all necessary steps, as soon as reasonably practicable, to procure the cancellation of Revised Approval Certificate and/or the Revised Business License and the reinstatement of the Seller as the registered owner of the Transferred Shares.
8.3 In the event of termination by the Purchaser or the Seller pursuant to Article 8.2, written notice shall be immediately given to the other Party fails to discharge in full and the transfer of Transferred Shares shall be abandoned, without further actions properly any obligation defined by the Purchaser Agreement;
11.3.2.1. After expiration of the additional 15 (fifteen) day term given by the terminating Party to the defaulting
11.3.2.2. Immediately, in cases envisaged by the Legislation;
11.3.3. by the written agreement of the Parties;
11.4. In case of early termination, in full or partially, of the SellerAgreement by the Bank, the Customer shall pay the Bank the cost in accordance with the actually provided Service. In such event, each Party shall a case the Bank will not be relieved of its duties and obligations as obliged to compensate the Customer for any damage (loss) and/or return to the Customer the Service Fee paid by the Customer and/or reimburse any other expenses;
11.5. Termination of the date Agreement in full or partially does not relieve the Parties of the obligation and liability to discharge (payment) in full and properly of obligations arisen under the Agreement before termination and such termination shall be without liability for either Party, provided that no such termination shall relieve any Party from liability for any breach of this Agreement committed prior to the date of termination.
8.4 Except as set forth in Article 8.2, neither Party shall have right to terminate this Agreement.
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