Common use of Member Defaults Clause in Contracts

Member Defaults. 19.1 Without prejudice to any other rights or remedies to which it may be entitled, ETI Europe may terminate this Agreement (including the Member’s Membership of ETI Europe) in its sole discretion and with immediate effect by giving written notice to the Member if: 19.1.1 the Member commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach (including any failure to pay any sums which are due and payable by the Member to ETI Europe pursuant to this Agreement) within a period of ten (10) days after being notified in writing to do so; or 19.1.2 the Member repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or 19.1.3 the Member takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction. 19.2 As an alternative to termination, ETI Europe may elect to suspend a Member’s Membership until the Member has remedied its default. 19.3 In the event that ETI Europe terminates this Agreement pursuant to this clause 22, ETI Europe shall not be responsible for a refund of any fees and charges paid by Member prior to termination of this Agreement. 19.4 The Member agrees to indemnify and hold harmless ETI Europe, its directors, officers, employees, volunteers, agents, and contractors against any reasonable, direct costs or expenses (including legal fees and costs) resulting from claims made by third parties arising out of Member’s gross negligence, willful misconduct, or material breach of this Agreement, provided that such indemnity shall not apply to any damages resulting from ETI Europe’s own gross negligence or willful misconduct.

Member Defaults. 19.1 Without prejudice to any other rights or remedies to which it may be entitled, ETI Europe may terminate this Agreement (including the Member’s Membership of ETI Europe) in its sole discretion and with immediate effect by giving written notice to the Member if: 19.1.1 the Member commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach (including any failure to pay any sums which are due and payable by the Member to ETI Europe pursuant to this Agreement) within a period of ten (10) days after being notified in writing to do so; or 19.1.2 the Member repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or 19.1.3 the Member takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction. 19.2 As an alternative to termination, ETI Europe may elect to suspend a Member’s Membership until the Member has remedied its default. 19.3 In the event that ETI Europe terminates this Agreement pursuant to this clause 22, ETI Europe shall not be responsible for a refund of any fees and charges paid by Member prior to termination of this Agreement. 19.4 The Member agrees to shall indemnify ETI Europe (on behalf of itself and hold harmless ETI Europe, its directors, officers, employees, volunteers, agents, other representatives, members and contractors contractors) against any reasonableall liabilities, direct costs or expenses costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal fees costs (calculated on a full indemnity basis) and costsall other professional costs and expenses) resulting from claims made suffered or incurred by third parties ETI Europe or any person referred to above arising out of Member’s gross negligence, willful misconduct, or material in connection with any breach of this Agreement, provided that such indemnity shall not apply to any damages resulting from ETI Europe’s own gross negligence or willful misconductAgreement by the Member.