Termination of this Agreement Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. federal or New York state authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 6 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.
Duration of this Agreement The Term of this Agreement shall be as specified in Schedule A hereto.
Termination of this Contract i. This Contract can be terminated by the Account Holder in accordance to Clause 6(ii) above and by Finductive in accordance with 6(iii) above; ii. In the event of gross negligence by one of the Parties, this Contract may be terminated with immediate effect by simple written notification from the prevailing Party. Gross Negligence by the Account Holder is understood to mean, but not limited to: • communication of false information • engaging in illegal activity • money laundering or financing of terrorism, or suspicion thereto • threats to agents of Finductive • defaulted payment • failure to comply with an obligation of this Contract • the nomination of a special mediator and insolvency administrator to initiate rehabilitation or liquidation proceedings Gross negligence by Finductive is understood to mean: • communication of false information • failure to comply with an obligation of this Contract • the nomination of a special mediator and insolvency administrator to initiate rehabilitation or liquidation proceedings. iii. Finductive shall also, have the right to terminate this Contract with immediate effect where the Payment Account is inactive for a period of six (6) months or more, or where the account does not contain funds for a continuous period of three (3) months at any point in time, throughout the duration of this Contract. iv. In the event of a modification to applicable regulations and their interpretation by the relevant regulatory authority that may affect the ability of Finductive to provide Payment Services, this Contract will automatically be terminated. The Account Holder may no longer send Payment Orders after the effective termination date. Payment Transactions initiated before the termination date might be affected by the termination request if the regulatory authority prohibits Finductive from processing any Payment Transactions. v. Finductive shall also have the right to terminate this Contract with immediate effect where the Account Xxxxxx’s change of circumstances results in Finductive’s inability to process any Payment Transactions. vi. The termination of this Contract will result in the permanent closure of the Payment Account. The closure of a Payment Account will not give rise to any compensation, regardless of any possible damage caused by said closure. The Account Xxxxxx is not authorised, unless explicitly authorised by Finductive, to open another Payment Account at Finductive. Any Payment Account opened in violation of this provision may be immediately closed by Finductive, without notice. vii. Any funds available in Payment Accounts which are being closed in accordance with this Contract will be debited to the Account Holder following written instructions by the Account Holder’s legal representatives, unless Finductive is prohibited to do so by law. In the absence of such written instructions, these funds will be subject to a monthly deduction equivalent to the dormant account fees and NI fees set out in the Pricing Schedule for Payment Accounts. viii. Finductive reserves the right to bring legal action to repair the damage suffered due to a breach of the Contract. ix. After the Payment Account is closed, Finductive will issue an updated Account Statement for the last thirteen (13) months, which will be sent to the Account Holder via email.
Construction of this Agreement The Parties agree that each Party and its legal counsel have reviewed and revised this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of this Agreement or any amendments or exhibits thereto.