Common use of Suspension and Termination Clause in Contracts

Suspension and Termination. a) Each Party may, so long as the events listed in Paragraphs i through viii below continues, at its sole discretion and in addition to any other legal remedies it may have, forthwith upon giving notice to the other Party either suspend Deliveries of the Oil or terminate the Agreement if: i) as applicable to Seller, Buyer for any reason whatsoever fails to make any payment due to Seller under the Agreement by due date; or ii) the other Party is in substantial or material breach of its obligations under the Agreement; or iii) as applicable to the other Party, Buyer fails to take Delivery, or Seller fails to make Delivery, of the Oil in accordance with the provisions of the Agreement and such failure is not excused by any other provision of the Agreement; or iv) a petition is filed with a court having jurisdiction or an order is made or an effective resolution is passed for the dissolution, liquidation or winding up of the other Party or its parent company; or v) there is a more than fifty one percent (51%) change in the direct or indirectly ownership of the other Party; or vi) the other Party or its parent company becomes insolvent or is adjudged bankrupt or makes an assignment for the benefit of its creditors or does not pay, or is in Buyer’s or Seller’s, as applicable, reasonable opinion expected to be unable or unwilling to pay, its debts as they become due; or vii) a receiver is appointed or an encumbrancer takes possession of the whole or a significant part of the assets or undertaking of the other Party or its parent company; or viii) the other Party or its parent company ceases or threatens to cease to carry on its business or a major part thereof or a distress, execution or other process is levied or enforced or sued out upon or against any significant part of the property of the other Party or its parent company and is not Delivered within fourteen (14) Days. b) If pursuant to the provisions of this Clause, a Party withholds, reduces or suspends deliveries or receipts of the Oil, then such Party shall be under no obligation to make up any quantity of the Oil which would have been delivered or received but for such withholding, reduction or suspension. c) Any termination of the Agreement shall be without prejudice to the rights and obligations of each Party that have accrued as of the date of termination. d) The Parties agree that if at any time during the term of the Agreement, any laws or regulations are changed or new laws or regulations have become or are due to become effective, whether by law, decree or regulation or by response to the insistence or request of any governmental or public authority or any person purporting to act for such organizations, and the material effect of such changed or new law or regulation is i) not covered by any other provision of the Agreement; and ii) has or will have a material and substantial adverse economic effect on the Seller or Buyer, then the affected Party shall have the option to negotiate in good faith with the unaffected Party based on such changed or new laws or regulations the price(s) or other relevant terms of the Agreement. Such option may be exercised by the affected Party at any time after such changed or new laws or regulations are notified by giving notice to the unaffected Party. Such notice shall contain the new price(s) or terms and conditions proposed by the affected Party and the information explaining the material and substantial adverse economic affect that it imposes on the affected Party. If the Parties do not agree upon the new price(s) or terms and conditions within thirty (30) days after the date of the affected Party’s notice, the unaffected Party shall have the right to terminate the Agreement immediately at the end of such thirty (30) Day period. Any Oil Delivered during such thirty (30) Day period shall be sold and purchased at the price(s) and on the terms and conditions specified under the Agreement without any adjustment in respect of the new or changed regulations.

Suspension and Termination. a) Each Party may, so long as the events listed in Paragraphs i through viii below continues, at its sole discretion and in addition to any other legal remedies it may have, forthwith upon giving notice 12.1 Without prejudice to the other Party provisions of Article 10, and without prejudice to the right to claim compensation, IMCD may suspend the fulfilment of its obligations under the Agreement either suspend Deliveries of the Oil wholly or in part or terminate the Agreement if:either wholly or in part, without need for a court order, by means of a written notification, without any obligation to pay compensation, in the event that (there is a reasonable expectation that): i(a) as applicable to Seller, Buyer for any reason whatsoever the Purchaser materially fails to make any payment due to Seller under the Agreement by due date; or ii) the other Party is in substantial or material breach fulfil one of its obligations under the Agreement; or, such as its obligation to pay on time and in full; iii(b) as applicable to an attachment is made against the other Party, Buyer fails to take Delivery, or Seller fails to make Delivery, of Purchaser; (c) the Oil in accordance with the provisions of the Agreement and such failure Purchaser is not excused by any other provision of the Agreement; orgranted a moratorium; iv(d) a petition is filed with a court having jurisdiction or an order is made or an effective resolution is passed for the dissolutionPurchaser's bankruptcy, liquidation or winding up the Purchaser is declared bankrupt; (e) the Purchaser makes a payment arrangement with one or more of its creditors; (f) the other Party or its parent companyPurchaser, if a natural person, dies, is placed under guardianship or, in the context of a legal person, is put into administration; or v) there is a more than fifty one percent (51%) change in the direct or indirectly ownership of the other Party; or vig) the other Party Purchaser’s business is sold or its parent company becomes insolvent or is adjudged bankrupt or makes an assignment for the benefit of its creditors or does not paydissolved. If, or is in Buyer’s or Seller’saccordance with Article 12.1, as applicable, reasonable opinion expected to be unable or unwilling to pay, its debts as they become due; or vii) a receiver is appointed or an encumbrancer takes possession of the whole or a significant part of the assets or undertaking of the other Party or its parent company; or viii) the other Party or its parent company ceases or threatens to cease to carry on its business or a major part thereof or a distress, execution or other process is levied or enforced or sued out upon or against any significant part of the property of the other Party or its parent company and is not Delivered within fourteen (14) Days. b) If pursuant to the provisions of this Clause, a Party withholds, reduces or IMCD suspends deliveries or receipts of the Oil, then such Party shall be under no obligation to make up any quantity of the Oil which would have been delivered or received but for such withholding, reduction or suspension. c) Any termination of the Agreement shall be without prejudice to the rights and obligations of each Party that have accrued as of the date of termination. d) The Parties agree that if at any time during the term performance of the Agreement, the Purchaser shall, at the request of IMCD, extend any laws or regulations are changed or new laws or regulations have become or are due to become effective, whether letters of credit prescribed by law, decree or regulation or by response the Agreement and/or security required in accordance with Article 2.5 of these Terms and Conditions up to the insistence new delivery date. 12.2 If, in accordance with Article 12.1, IMCD terminates the Agreement in whole or request of in part, IMCD may claim back, as its property, any governmental or public authority or products delivered but not yet paid for in full, offset against any person purporting sums already paid, without prejudice to act for such organizations, and the material effect of such changed or new law or regulation isits right to compensation. i) not covered by any other provision 12.3 If one of the Agreement; andsituations described in Article 12.1 arises, all amounts owed by the Purchaser to IMCD shall be due and payable in full and immediately, without prior notice of default being required. ii) has 12.4 The Purchaser may not suspend compliance with its obligations under or will have a material and substantial adverse economic effect on the Seller or Buyer, then the affected Party shall have the option to negotiate in good faith connection with the unaffected Party based Agreement or these Terms and Conditions on such changed or new laws or regulations the price(s) or other relevant terms of the Agreement. Such option may be exercised by the affected Party at any time after such changed or new laws or regulations are notified by giving notice to the unaffected Party. Such notice shall contain the new price(s) or terms and conditions proposed by the affected Party and the information explaining the material and substantial adverse economic affect that it imposes on the affected Party. If the Parties do not agree upon the new price(s) or terms and conditions within thirty (30) days after the date of the affected Party’s notice, the unaffected Party shall have the right to terminate the Agreement immediately at the end of such thirty (30) Day period. Any Oil Delivered during such thirty (30) Day period shall be sold and purchased at the price(s) and on the terms and conditions specified under the Agreement without any adjustment in respect of the new or changed regulationswhatever grounds.

Suspension and Termination. a) Each Party may, so long as the events listed in Paragraphs i through viii below continues, at its sole discretion and in addition to any other legal remedies it may have, forthwith upon giving notice 12.1 Without prejudice to the other Party provisions of Article 10, and without prejudice to the right to claim compensation, IMCD may suspend the fulfilment of its obligations under the Agreement either suspend Deliveries of the Oil wholly or in part or terminate the Agreement if:either wholly or in part, without need for a court order, by means of a written notification, without any obligation to pay compensation, in the event that (there is a reasonable expectation that): i(a) as applicable to Seller, Buyer for any reason whatsoever the Purchaser materially fails to make any payment due to Seller under the Agreement by due date; or ii) the other Party is in substantial or material breach fulfil one of its obligations under the Agreement; or, such as its obligation to pay on time and in full and duly receipt of delivery; iii(b) as applicable to an attachment is made against the other Party, Buyer fails to take Delivery, or Seller fails to make Delivery, of Purchaser; (c) the Oil in accordance with the provisions of the Agreement and such failure Purchaser is not excused by any other provision of the Agreement; orgranted a moratorium; iv(d) a petition is filed with a court having jurisdiction or an order is made or an effective resolution is passed for the dissolutionPurchaser's bankruptcy, liquidation or winding up the Purchaser is declared bankrupt; (e) the Purchaser makes a payment arrangement with one or more of its creditors; (f) the other Party or its parent companyPurchaser, if a natural person, dies, is placed under guardianship or, in the context of a legal person, is put into administration; or v) there is a more than fifty one percent (51%) change in the direct or indirectly ownership of the other Party; or vig) the other Party Purchaser’s business is sold or its parent company becomes insolvent or is adjudged bankrupt or makes an assignment for the benefit of its creditors or does not paydissolved. If, or is in Buyer’s or Seller’saccordance with Article 12.1, as applicable, reasonable opinion expected to be unable or unwilling to pay, its debts as they become due; or vii) a receiver is appointed or an encumbrancer takes possession of the whole or a significant part of the assets or undertaking of the other Party or its parent company; or viii) the other Party or its parent company ceases or threatens to cease to carry on its business or a major part thereof or a distress, execution or other process is levied or enforced or sued out upon or against any significant part of the property of the other Party or its parent company and is not Delivered within fourteen (14) Days. b) If pursuant to the provisions of this Clause, a Party withholds, reduces or IMCD suspends deliveries or receipts of the Oil, then such Party shall be under no obligation to make up any quantity of the Oil which would have been delivered or received but for such withholding, reduction or suspension. c) Any termination of the Agreement shall be without prejudice to the rights and obligations of each Party that have accrued as of the date of termination. d) The Parties agree that if at any time during the term performance of the Agreement, the Purchaser shall, at the request of IMCD, extend any laws or regulations are changed or new laws or regulations have become or are due to become effective, whether letters of credit prescribed by law, decree or regulation or by response the Agreement and/or security required in accordance with Article 2.5 of these Terms and Conditions up to the insistence new delivery date. 12.2 If, in accordance with Article 12.1, IMCD terminates the Agreement in whole or request in part, IMCD may claim back, as its property, any products delivered but not yet paid for in full, offset against any sums already paid, without prejudice to its right to compensation for any kind of any governmental or public authority or any person purporting to act for such organizations, its damages. 12.3 If one of the situations described in Article 12.1 arises and the material effect of such changed Agreement is not terminated in whole or new law or regulation is i) not covered in part by any other provision of the Agreement; and, all amounts owed by the Purchaser to IMCD shall be due and payable in full and immediately, without prior notice of default being required. ii) has 12.4 The Purchaser may not suspend compliance with its obligations under or will have a material and substantial adverse economic effect on the Seller or Buyer, then the affected Party shall have the option to negotiate in good faith connection with the unaffected Party based Agreement or these Terms and Conditions on such changed or new laws or regulations the price(s) or other relevant terms of the Agreement. Such option may be exercised by the affected Party at any time after such changed or new laws or regulations are notified by giving notice to the unaffected Party. Such notice shall contain the new price(s) or terms and conditions proposed by the affected Party and the information explaining the material and substantial adverse economic affect that it imposes on the affected Party. If the Parties do not agree upon the new price(s) or terms and conditions within thirty (30) days after the date of the affected Party’s notice, the unaffected Party shall have the right to terminate the Agreement immediately at the end of such thirty (30) Day period. Any Oil Delivered during such thirty (30) Day period shall be sold and purchased at the price(s) and on the terms and conditions specified under the Agreement without any adjustment in respect of the new or changed regulationswhatever grounds.

Suspension and Termination. a) Each Party may, so long as the events listed in Paragraphs i through viii below continues, at its sole discretion and in addition to any other legal remedies it may have, forthwith upon giving notice 12.1 Without prejudice to the other Party provisions of Article 10, and without prejudice to the right to claim compensation, IMCD may suspend the fulfilment of its obligations under the Agreement either suspend Deliveries of the Oil wholly or in part or terminate the Agreement if:either wholly or in part, without need for a court order, by means of a written notification, without any obligation to pay compensation, in the event that (there is a reasonable expectation that): i(a) as applicable to Seller, Buyer for any reason whatsoever the Purchaser materially fails to make any payment due to Seller under the Agreement by due date; or ii) the other Party is in substantial or material breach fulfil one of its obligations under the Agreement; or, such as its obligation to pay on time and in full; iii(b) as applicable to an attachment is made against the other Party, Buyer fails to take Delivery, or Seller fails to make Delivery, of Purchaser; (c) the Oil in accordance with the provisions of the Agreement and such failure Purchaser is not excused by any other provision of the Agreement; orgranted a moratorium; iv(d) a petition is filed with a court having jurisdiction or an order is made or an effective resolution is passed for the dissolutionPurchaser's bankruptcy, liquidation or winding up the Purchaser is declared bankrupt; (e) the Purchaser makes a payment arrangement with one or more of its creditors; (f) the other Party or its parent companyPurchaser, if a natural person, dies, is placed under guardianship or, in the context of a legal person, is put into administration; or v) there is a more than fifty one percent (51%) change in the direct or indirectly ownership of the other Party; or vig) the other Party Purchaser’s business is sold or its parent company becomes insolvent or is adjudged bankrupt or makes an assignment for the benefit of its creditors or does not paydissolved. If, or is in Buyer’s or Seller’saccordance with Article 12.1, as applicable, reasonable opinion expected to be unable or unwilling to pay, its debts as they become due; or vii) a receiver is appointed or an encumbrancer takes possession of the whole or a significant part of the assets or undertaking of the other Party or its parent company; or viii) the other Party or its parent company ceases or threatens to cease to carry on its business or a major part thereof or a distress, execution or other process is levied or enforced or sued out upon or against any significant part of the property of the other Party or its parent company and is not Delivered within fourteen (14) Days. b) If pursuant to the provisions of this Clause, a Party withholds, reduces or IMCD suspends deliveries or receipts of the Oil, then such Party shall be under no obligation to make up any quantity of the Oil which would have been delivered or received but for such withholding, reduction or suspension. c) Any termination of the Agreement shall be without prejudice to the rights and obligations of each Party that have accrued as of the date of termination. d) The Parties agree that if at any time during the term performance of the Agreement, the Purchaser shall, at the request of IMCD, extend any laws or regulations are changed or new laws or regulations have become or are due to become effective, whether letters of credit prescribed by law, decree or regulation or by response the Agreement and/or security required in accordance with Article 2.5 of these Terms and Conditions up to the insistence new delivery date. 12.2 If, in accordance with Article 12.1, IMCD terminates the Agreement in whole or request of in part, IMCD may claim back, as its property, any governmental or public authority or products delivered, but not yet paid for in full, offset against any person purporting sums already paid, without prejudice to act for such organizations, and the material effect of such changed or new law or regulation isits right to compensation. i) not covered by any other provision 12.3 If one of the Agreement; andsituations described in Article 12.1 arises, all amounts owed by the Purchaser to IMCD shall be due and payable in full and immediately, without prior notice of default being required. ii) has 12.4 The Purchaser may not suspend compliance with its obligations under or will have a material and substantial adverse economic effect on the Seller or Buyer, then the affected Party shall have the option to negotiate in good faith connection with the unaffected Party based Agreement or these Terms and Conditions on such changed or new laws or regulations the price(s) or other relevant terms of the Agreement. Such option may be exercised by the affected Party at any time after such changed or new laws or regulations are notified by giving notice to the unaffected Party. Such notice shall contain the new price(s) or terms and conditions proposed by the affected Party and the information explaining the material and substantial adverse economic affect that it imposes on the affected Party. If the Parties do not agree upon the new price(s) or terms and conditions within thirty (30) days after the date of the affected Party’s notice, the unaffected Party shall have the right to terminate the Agreement immediately at the end of such thirty (30) Day period. Any Oil Delivered during such thirty (30) Day period shall be sold and purchased at the price(s) and on the terms and conditions specified under the Agreement without any adjustment in respect of the new or changed regulationswhatever grounds.

Suspension and Termination. a) Each Party may, so long as the events listed in Paragraphs i through viii below continues, at its sole discretion and in addition to any other legal remedies it may have, forthwith upon giving notice 12.1 Without prejudice to the other Party either provisions of Article 10, and without prejudice to the right to claim compensation, IMCD may suspend Deliveries the fulfilment of the Oil or terminate the Agreement if: i) as applicable to Seller, Buyer for any reason whatsoever fails to make any payment due to Seller its obligations under the Agreement either wholly or in part by due date; or ii) means of a written notification, without any obligation to pay compensation, in the other Party event that (there is in substantial or material breach a reasonable expectation that): - the Purchaser materially fails to fulfil one of its obligations under the Agreement, such as its obligation to pay on time and in full; or iii) as applicable to - an attachment is made against the other Party, Buyer fails to take Delivery, or Seller fails to make Delivery, of Purchaser; - the Oil in accordance with the provisions of the Agreement and such failure Purchaser is not excused by any other provision of the Agreementgranted a moratorium; or iv) - a petition is filed with a court having jurisdiction or an order is made or an effective resolution is passed for the dissolutionPurchaser's bankruptcy, liquidation or winding up of the other Party Purchaser is declared bankrupt; - the Purchaser makes a payment arrangement with one or its parent company; or v) there is a more than fifty one percent (51%) change in the direct or indirectly ownership of the other Party; or vi) the other Party or its parent company becomes insolvent or is adjudged bankrupt or makes an assignment for the benefit of its creditors creditors; - the Purchaser dies, is placed under guardianship or does not pay, put into administration; or - the Purchaser’s business is in Buyer’s sold or Seller’s, as applicable, reasonable opinion expected to be unable or unwilling to pay, its debts as they become due; or vii) a receiver is appointed or an encumbrancer takes possession of the whole or a significant part of the assets or undertaking of the other Party or its parent company; or viii) the other Party or its parent company ceases or threatens to cease to carry on its business or a major part thereof or a distress, execution or other process is levied or enforced or sued out upon or against any significant part of the property of the other Party or its parent company and is not Delivered within fourteen (14) Daysdissolved. b) If pursuant to the provisions of this Clause12.2 If, a Party withholdsin accordance with Article 12.1, reduces or IMCD suspends deliveries or receipts of the Oil, then such Party shall be under no obligation to make up any quantity of the Oil which would have been delivered or received but for such withholding, reduction or suspension. c) Any termination of the Agreement shall be without prejudice to the rights and obligations of each Party that have accrued as of the date of termination. d) The Parties agree that if at any time during the term performance of the Agreement, the Purchaser must, at the request of IMCD, extend any laws or regulations are changed or new laws or regulations have become or are due to become effective, whether letters of credit prescribed by law, decree or regulation or by response the Agreement and/or security required in accordance with these CGVs up to the insistence or request of any governmental or public authority or any person purporting to act for such organizations, and the material effect of such changed or new law or regulation isdelivery date. i) not covered by any other provision of the Agreement; and ii) has or will have a material and substantial adverse economic effect on the Seller or Buyer, then the affected Party shall have the option to negotiate in good faith with the unaffected Party based on such changed or new laws or regulations the price(s) or other relevant terms of the Agreement. Such option may be exercised by the affected Party at any time after such changed or new laws or regulations are notified by giving notice to the unaffected Party. Such notice shall contain the new price(s) or terms and conditions proposed by the affected Party and the information explaining the material and substantial adverse economic affect that it imposes on the affected Party. 12.3 If the Parties do not agree upon Purchaser fails to timely fulfil its obligations and particularly timely pay the new price(s) or terms and conditions within thirty (30) days after the date of the affected Party’s noticeprice, the unaffected Party IMCD shall have the right to terminate the Agreement immediately at in whole or in part without any court order according to art. 1456 ICC and claim back, as its property, any delivered products not yet paid for in full, offset against any sums already paid, without prejudice to its right to compensation 12.4 According to art. 1186 ICC, if one of the end of such thirty (30) Day period. Any Oil Delivered during such thirty (30) Day period situations described in this Article 12 arises, all amounts owed by the Purchaser to IMCD shall be sold due and purchased at the price(s) payable in full and on the terms and conditions specified immediately, without prior notice of default being required. 12.5 The Purchaser may not suspend compliance with its obligations under or in connection with the Agreement without any adjustment in respect of the new or changed regulationsthese CGVs on whatever grounds.

Suspension and Termination. a) Each Party may, so long as 8.1. In the events listed event that any sum is not paid by the Client to the Building Control Approver in Paragraphs i through viii below continues, at its sole discretion accordance with clause 4 the Building Control Approver shall be entitled to: 8.1.1. Suspend performance of all or any part of the Services by giving not less than 7 days’ notice in writing to the Client; and/or 8.1.2. Terminate this Contract immediately by notice in the event the Client has not paid any sums due and outstanding to the Building Control Approver in addition accordance with clause 4 within 30 days of written notice from the Building Control Approver requiring such sums to any other legal remedies it be paid. 8.2. The Client may have, terminate this Contract forthwith upon giving by written notice to the other Party either suspend Deliveries of the Oil or terminate the Agreement Building Control Approver if: i) as applicable to Seller, Buyer for any reason whatsoever fails to make any payment due to Seller under the Agreement by due date; or ii) the other Party 8.2.1. The Building Control Approver is in substantial or material breach of its obligations under this Contract and has failed to remedy the Agreementbreach within 28 days of the Client notifying the Building Control Approver of the same; or iii) as applicable 8.2.2. The Building Control Approver becomes Insolvent. 8.3. The Building Control Approver may terminate this Contract forthwith by written notice to the other Party, Buyer fails Client if: 8.3.1. The Client is in breach of its obligations under this Contract and has failed to take Delivery, or Seller fails to make Delivery, remedy the breach within 28 days of the Oil Building Control Approver notifying the Client of the same; 8.3.2. The Building Control Approver is prevented or impeded in performing the Services as a result of (i) Force Majeure and/or (ii) any changes and/or amendments to laws, orders, rules, regulations, codes of practice and/or decisions of a government body (including any changes required as a result of and/or in relation to the Building Regulations, the Building Act and the Building Safety Act); 8.3.3. The Client becomes Insolvent; 8.3.4. The Building Control Approver reasonably believes that it will not be in a position to issue a Final Certificate; 8.3.5. The Building Control Approver considers that there is a conflict between its obligations under this Contract and the Statutory Functions; 8.3.6. The Building Control Approver considers that it is necessary to cancel the Initial Notice under Section 52(1) of the Building Act; 8.3.7. The Building Control Approver is unable to maintain professional indemnity insurance and/or public liability insurance in accordance with clause 6.1; 8.3.8. The BSR suspends, terminates or places restrictions on the provisions of Building Control Approver’s registration which prevent the Agreement and such failure is not excused by Building Control Approver from carrying out the Services or from undertaking any other provision of the AgreementAdditional Work instructed pursuant to clause 4.5; orand/or iv) a petition is filed with a court having jurisdiction 8.3.9. The Project constitutes or an order is made or an effective resolution is passed for the dissolution, liquidation or winding up of the other Party or its parent company; or v) there is a more than fifty one percent (51%) change in the direct or indirectly ownership of the other Party; or vi) the other Party or its parent company becomes insolvent or is adjudged bankrupt or makes an assignment for the benefit of its creditors or does not pay, or is in Buyer’s or Seller’s, as applicable, reasonable opinion expected to be unable or unwilling to pay, its debts as they become due; or vii) a receiver is appointed or an encumbrancer takes possession of the whole or a significant part of the assets or undertaking of the other Party or its parent company; or viii) the other Party or its parent company ceases or threatens to cease to carry on its business or a major part thereof or a distress, execution or other process is levied or enforced or sued out upon or against any significant part of the property of the other Party or its parent company and is not Delivered within fourteen (14) Daysinvolves HRB Work. b) 8.4. If pursuant this Contract has been terminated, the Client shall pay to the provisions Building Control Approver all sums owed under this Contract in respect of this Clause, a Party withholds, reduces or suspends deliveries or receipts of the Oil, then such Party shall be under no obligation Services and/or Additional Work carried out up to make up any quantity of the Oil which would have been delivered or received but for such withholding, reduction or suspension. c) Any termination of the Agreement shall be without prejudice to the rights and obligations of each Party that have accrued as of the date of termination. d) The Parties agree that if at any time during the term of the Agreement, any laws or regulations are changed or new laws or regulations have become or are due to become effective, whether by law, decree or regulation or by response termination and not previously paid to the insistence or request of any governmental or public authority or any person purporting to act for such organizations, and the material effect of such changed or new law or regulation is i) not covered by any other provision of the Agreement; and ii) has or will have a material and substantial adverse economic effect on the Seller or Buyer, then the affected Party shall have the option to negotiate in good faith with the unaffected Party based on such changed or new laws or regulations the price(s) or other relevant terms of the Agreement. Such option may be exercised Building Control Approver by the affected Party Client at any time after such changed or new laws or regulations are notified by giving notice to the unaffected Party. Such notice shall contain the new price(s) or terms and conditions proposed by the affected Party and the information explaining the material and substantial adverse economic affect that it imposes on the affected Party. If the Parties do not agree upon the new price(s) or terms and conditions within thirty (30) days after the date of termination along with any costs or expenses incurred by the affected Party’s notice, Building Control Approver as a result of termination where the unaffected Party shall have the right to terminate the Agreement immediately at the end of such thirty (30) Day period. Any Oil Delivered during such thirty (30) Day period shall be sold and purchased at the price(s) and on the terms and conditions specified under the Agreement without any adjustment Contract is terminated in respect of the new or changed regulationsaccordance with clauses 8.1 and/or 8.3.

Suspension and Termination. a) Each Party may, so long as the events listed in Paragraphs i through viii below continues, at its sole discretion and in addition to any other legal remedies it may have, forthwith upon giving notice 12.1 Without prejudice to the other Party provisions of Article 10, and without prejudice to the right to claim compensation, MATRIX FINE CHEMICALS GMBH may suspend the fulfilment of its obligations under the Agreement either suspend Deliveries of the Oil wholly or in part or terminate the Agreement if:either wholly or in part, without need for a court order, by means of a written notification, without any obligation to pay compensation, in the event that (there is a reasonable expectation that): i(a) as applicable to Seller, Buyer for any reason whatsoever the Purchaser materially fails to make any payment due to Seller under the Agreement by due date; or ii) the other Party is in substantial or material breach fulfil one of its obligations under the Agreement; or, such as its obligation to pay on time and in full; iii(b) as applicable to an attachment is made against the other Party, Buyer fails to take Delivery, or Seller fails to make Delivery, of Purchaser; (c) the Oil in accordance with the provisions of the Agreement and such failure Purchaser is not excused by any other provision of the Agreement; orgranted a moratorium; iv(d) a petition is filed with a court having jurisdiction or an order is made or an effective resolution is passed for the dissolutionPurchaser's bankruptcy, liquidation or winding up the Purchaser is declared bankrupt; (e) the Purchaser makes a payment arrangement with one or more of its creditors; (f) the other Party or its parent companyPurchaser, if a natural person, dies, is placed under guardianship or, in the context of a legal person, is put into administration; or v) there is a more than fifty one percent (51%) change in the direct or indirectly ownership of the other Party; or vig) the other Party Purchaser’s business is sold or its parent company becomes insolvent or is adjudged bankrupt or makes an assignment for the benefit of its creditors or does not paydissolved. If, or is in Buyer’s or Seller’saccordance with Article 12.1, as applicable, reasonable opinion expected to be unable or unwilling to pay, its debts as they become due; or vii) a receiver is appointed or an encumbrancer takes possession of the whole or a significant part of the assets or undertaking of the other Party or its parent company; or viii) the other Party or its parent company ceases or threatens to cease to carry on its business or a major part thereof or a distress, execution or other process is levied or enforced or sued out upon or against any significant part of the property of the other Party or its parent company and is not Delivered within fourteen (14) Days. b) If pursuant to the provisions of this Clause, a Party withholds, reduces or MATRIX FINE CHEMICALS GMBH suspends deliveries or receipts of the Oil, then such Party shall be under no obligation to make up any quantity of the Oil which would have been delivered or received but for such withholding, reduction or suspension. c) Any termination of the Agreement shall be without prejudice to the rights and obligations of each Party that have accrued as of the date of termination. d) The Parties agree that if at any time during the term performance of the Agreement, the Purchaser shall, at the request of MATRIX FINE CHEMICALS GMBH, extend any laws or regulations are changed or new laws or regulations have become or are due to become effective, whether letters of credit prescribed by law, decree or regulation or by response the Agreement and/or security required in accordance with Article 2.5 of these Terms and Conditions up to the insistence new delivery date. 12.2 If, in accordance with Article 12.1, MATRIX FINE CHEMICALS GMBH terminates the Agreement in whole or request of in part, MATRIX FINE CHEMICALS GMBH may claim back, as its property, any governmental or public authority or products delivered, but not yet paid for in full, offset against any person purporting sums already paid, without prejudice to act for such organizations, and the material effect of such changed or new law or regulation isits right to compensation. i) not covered by any other provision 12.3 If one of the Agreement; andsituations described in Article 12.1 arises, all amounts owed by the Purchaser to MATRIX FINE CHEMICALS GMBH shall be due and payable in full and immediately, without prior notice of default being required. ii) has 12.4 The Purchaser may not suspend compliance with its obligations under or will have a material and substantial adverse economic effect on the Seller or Buyer, then the affected Party shall have the option to negotiate in good faith connection with the unaffected Party based Agreement or these Terms and Conditions on such changed whatever grounds. 13.1 The products which MATRIX FINE CHEMICALS GMBH supplies to the Purchaser shall remain the property of MATRIX FINE CHEMICALS GMBH until the Purchaser has paid all amounts, including interest and costs, it owes to MATRIX FINE CHEMICALS GMBH under or new laws or regulations the price(s) or other relevant terms of in connection with the Agreement. Such option may be exercised by Before payment has been made in full, the affected Party at any time after such changed Purchaser shall not have the right to fully or new laws or regulations are notified by giving notice partially pledge the products to third parties. Purchaser shall further not have the unaffected Party. Such notice shall contain the new price(s) or terms and conditions proposed by the affected Party and the information explaining the material and substantial adverse economic affect that it imposes on the affected Party. If the Parties do not agree upon the new price(s) or terms and conditions within thirty (30) days after the date right to transfer ownership of the affected Party’s noticeproducts, other than in accordance with its normal activities or the normal use of the products. The Purchaser is required upon request of MATRIX FINE CHEMICALS GMBH to provide assistance with any measures that are necessary to protect MATRIX FINE CHEMICALS GMBH's property; in particular, the unaffected Party Purchaser shall authorize MATRIX FINE CHEMICALS GMBH upon conclusion of the Agreement to undertake, at the Purchaser's cost, the registration or pre- registration of title in public registers, books and similar in accordance with the relevant national laws and to perform all related formalities. 13.2 The Purchaser shall keep the products delivered subject to a reservation of title with due care and as the recognisable property of MATRIX FINE CHEMICALS GMBH and shall insure these products against damage and theft. 13.3 If one of the situations described in Article 12.1 arises, MATRIX FINE CHEMICALS GMBH shall have the right to terminate take back itself, or have someone else take back, the Agreement immediately products which are its property, at the end Purchaser’s expense, from the place where they are located. The Purchaser shall cooperate fully and hereby authorizes MATRIX FINE CHEMICALS GMBH irrevocably, if that situation arises, to enter, or have someone enter, the premises in use by or for the Purchaser. 13.4 The Purchaser shall not be permitted to rely upon a right of such thirty (30) Day period. Any Oil Delivered during such thirty (30) Day period retention with regard to the costs incurred in connection with the safekeeping pursuant to Article 13.2, or to offset those costs against its performance. 13.5 If the Purchaser forms a new product from, or partly from, the products delivered to it by MATRIX FINE CHEMICALS GMBH, MATRIX FINE CHEMICALS GMBH shall be sold have co-ownership title and purchased at the price(s) and rights on the terms and conditions specified under the Agreement without any adjustment new product in respect proportion of the value of the products processed or mixed in relation to the new or changed regulationsproduct. Furthermore, the Purchaser shall keep (part of) the product for MATRIX FINE CHEMICALS GMBH, and MATRIX FINE CHEMICALS GMBH shall always remain the owner equal to its share of co-ownership until all the obligations referred to Article 13.1 have been fulfilled.

Suspension and Termination. a) Each Party 18.1 Either party may, so long on expiry of the Term, terminate this agreement by providing the other party fourteen (14) days’ written notice thereof, after which time the Goods, Services and/or Equipment (and this agreement) will automatically terminate. In the event of termination by the Seller as per this clause, the events listed in Paragraphs i through viii below continues, at its sole discretion and in addition to any other legal remedies it may have, forthwith upon giving notice Seller will repay to the other Party either suspend Deliveries Customer a proportion of the Oil Charges which reflects the unfulfilled Term for provision of the Goods, Services and/or Equipment (or part thereof) which has yet to expire. Any termination of this agreement by the Customer within the Term will render the Customer liable to pay the Charges due in respect of the remainder of the Term. 18.2 The Customer acknowledges that the Seller may suspend or terminate the Agreement ifGoods, Services and/or Equipment under this agreement at any time, without prior notice or refund, and without affecting any of the Seller’s accrued rights or claims, either: i(a) as applicable to Sellerthe Seller reasonably believes that the Goods, Buyer Services and/or Equipment are being used in breach of this agreement; (b) for non-payment (when due) of the Charges or any other sum due from the Customer under this agreement or any other agreement between the parties; (c) for any reason whatsoever fails to make other material breach of this agreement by the Customer; (d) where the Customer has breached this agreement in any payment due to Seller under the Agreement by due dateother way on three (3) or more occasions; or ii(e) where the other Party is in substantial or material breach of its obligations under the Agreement; or iii) as applicable to the other Party, Buyer fails to take DeliveryCustomer is, or Seller fails becomes, insolvent or suffer any distress or execution or other legal process to make Deliverybe levied or enforced or sued upon or against any part of their property, of the Oil in accordance with the provisions of the Agreement assets or revenue and such failure which is not excused by any other provision of the Agreement; or ivdischarged or stayed within seven (7) a petition is filed with a court having jurisdiction or an order is made or an effective resolution is passed for the dissolution, liquidation or winding up of the other Party or its parent company; or v) there is a more than fifty one percent (51%) change in the direct or indirectly ownership of the other Party; or vi) the other Party or its parent company becomes insolvent or is adjudged bankrupt or makes an assignment for the benefit of its creditors or does not paydays, or is in Buyer’s or Seller’s, as applicable, reasonable opinion expected to be unable or unwilling to pay, its debts as they become due; or vii) a receiver is appointed or an encumbrancer takes possession of if the whole or a significant part of the assets or undertaking of the other Party or its parent company; or viii) the other Party or its parent company Customer ceases or threatens to cease to carry on its business or business. 18.3 Where this agreement is terminated for any reason, the Goods, Services and/or Equipment will automatically terminate and the Customer will be subject to a major part thereof or a distress, execution or other process is levied or enforced or sued out upon or against any significant part disconnection fee at the Seller’s discretion. 18.4 Any suspension of the property of Goods, Services and/or Equipment by the other Party or its parent company and is Seller in accordance with this agreement will not Delivered within fourteen (14) Days. b) If pursuant to the provisions of this Clause, constitute a Party withholds, reduces or suspends deliveries or receipts of the Oil, then such Party shall be under no obligation to make up any quantity of the Oil which would have been delivered or received but for such withholding, reduction or suspension. c) Any termination of the Agreement shall be without prejudice agreement and the Seller may require the Customer to pay a reconnection fee to recommence the Goods, Services and/or Equipment together with the relevant Charges. 18.5 Upon termination of this agreement, the Seller will immediately delete all files and content relating to the rights Customer and obligations the Goods, Services and/or Equipment provided thereto. 18.6 It is the Customer’s responsibility to make arrangements for the transfer of each Party that have accrued their data prior to the termination date. The Seller accepts no liability for any loss or damage incurred by the Customer as a result of the date of termination. d) The Parties agree that if at any time during the term of the Agreement, any laws or regulations are changed or new laws or regulations have become or are due to become effective, whether by law, decree or regulation or by response to the insistence or request of any governmental or public authority or any person purporting to act for such organizations, and the material effect deletion of such changed or new law or regulation is i) not covered by any other provision of the Agreement; and ii) has or will have a material and substantial adverse economic effect on the Seller or Buyer, then the affected Party shall have the option to negotiate in good faith with the unaffected Party based on such changed or new laws or regulations the price(s) or other relevant terms of the Agreement. Such option may be exercised by the affected Party at any time after such changed or new laws or regulations are notified by giving notice to the unaffected Party. Such notice shall contain the new price(s) or terms and conditions proposed by the affected Party and the information explaining the material and substantial adverse economic affect that it imposes on the affected Party. If the Parties do not agree upon the new price(s) or terms and conditions within thirty (30) days after the date of the affected Party’s notice, the unaffected Party shall have the right to terminate the Agreement immediately at the end of such thirty (30) Day period. Any Oil Delivered during such thirty (30) Day period shall be sold and purchased at the price(s) and on the terms and conditions specified under the Agreement without any adjustment in respect of the new or changed regulationsdata.

Suspension and Termination. a9.1 PAYO may at any time by written notice suspend all or part of the Purchase Order for any reason whatsoever. The Supplier must cease work according to the notice of suspension upon receipt of the notice. 9.2 The Supplier must resume the work under the Purchase Order promptly upon any notice by PAYO that the suspension is to cease. 9.3 In the event of a breach by the Supplier of any material term or condition of the Agreement which is not capable of remedy or is not remedied within seven (7) Each Party maydays of PAYO notifying the Supplier of any such breach, so long as PAYO may terminate the events listed Purchase Order in Paragraphs i through viii below continues, at its sole discretion and in addition to any other legal remedies it may have, forthwith upon giving whole or part by written notice to the other Party either suspend Deliveries Supplier. For the purposes of this clause 9.3, a failure to perform any obligation by the time stipulated in the Purchase Order is deemed to be a breach of a material term or condition of the Oil or Agreement. 9.4 PAYO may terminate the Agreement if: i) as applicable to Seller, Buyer for any reason whatsoever fails to make any payment due to Seller under the this Agreement by due date; or ii) the other Party is in substantial or material breach of its obligations under the Agreement; or iii) as applicable written notice to the other PartySupplier if the Supplier is or becomes subject to proceedings which may result in the Supplier becoming bankrupt, Buyer fails wound up, under voluntary liquidation or subject to take Delivery, the control of a receiver or Seller fails to make Delivery, of the Oil in accordance with the provisions of the Agreement receiver and such failure is not excused by manager. 9.5 Notwithstanding any other provision of this Agreement, PAYO may terminate the Agreement; orPurchase Order at any time. iv9.6 In the event of suspension under clause 9.1 or termination under clause 9.5 the Supplier shall: (a) where XXXX has not yet paid the Supplier, be entitled to payment by PAYO for any reasonable costs actually incurred by the Supplier as a petition is filed with a court having jurisdiction or an order is made or an effective resolution is passed for the dissolution, liquidation or winding up direct result of the other Party suspension or its parent company; or v) there is a more than fifty one percent (51%) change in the direct or indirectly ownership of the other Party; or vi) the other Party or its parent company becomes insolvent or is adjudged bankrupt or makes an assignment for the benefit of its creditors or does not pay, or is in Buyer’s or Seller’s, as applicable, reasonable opinion expected to be unable or unwilling to pay, its debts as they become due; or vii) a receiver is appointed or an encumbrancer takes possession of the whole or a significant part of the assets or undertaking of the other Party or its parent company; or viii) the other Party or its parent company ceases or threatens to cease to carry on its business or a major part thereof or a distress, execution or other process is levied or enforced or sued out upon or against any significant part of the property of the other Party or its parent company and is not Delivered within fourteen (14) Days. b) If pursuant termination up to the provisions of this Clause, a Party withholds, reduces date the suspension ceased or suspends deliveries or receipts of the Oil, then such Party shall be under no obligation to make up any quantity of the Oil which would have been delivered or received but for such withholding, reduction or suspension. c) Any termination of the Agreement shall be without prejudice to the rights and obligations of each Party that have accrued as of the date of termination, provided the Supplier provides adequate evidence of its costs to PAYO; and (b) where XXXX has paid the Supplier, reimburse PAYO for the Goods and/or Services not yet delivered or supplied to PAYO, within 14 days of termination. d) The Parties agree that if at any time during 9.7 Termination of the term of Purchase Order will operate to terminate the Agreement, any laws or regulations are changed or new laws or regulations have become or are due to become effective, whether by law, decree or regulation or by response except in relation to the insistence or request of any governmental or public authority or any person purporting provisions referred to act for such organizations, and the material effect of such changed or new law or regulation is i) not covered by any other provision of the Agreement; and ii) has or will have a material and substantial adverse economic effect on the Seller or Buyer, then the affected Party shall have the option in clause 10.7 which are expressed to negotiate in good faith with the unaffected Party based on such changed or new laws or regulations the price(s) or other relevant terms of the Agreement. Such option may be exercised by the affected Party at any time after such changed or new laws or regulations are notified by giving notice to the unaffected Party. Such notice shall contain the new price(s) or terms and conditions proposed by the affected Party and the information explaining the material and substantial adverse economic affect that it imposes on the affected Party. If the Parties do not agree upon the new price(s) or terms and conditions within thirty (30) days after the date of the affected Party’s notice, the unaffected Party shall have the right to terminate the Agreement immediately at the end of such thirty (30) Day period. Any Oil Delivered during such thirty (30) Day period shall be sold and purchased at the price(s) and on the terms and conditions specified under the Agreement without any adjustment in respect of the new or changed regulationssurvive termination.

Suspension and Termination. a) Each Party may, so long as the events listed in Paragraphs i through viii below continues, at its sole discretion and in addition to any other legal remedies it may have, forthwith upon giving notice 12.1 Without prejudice to the other Party either provisions of Article 10, and without prejudice to the right to claim compensation, IMCD may suspend Deliveries the fulfilment of the Oil or terminate the Agreement if: i) as applicable to Seller, Buyer for any reason whatsoever fails to make any payment due to Seller its obligations under the Agreement by due date; or iieither wholly or in part or terminate ("ontbinden") the other Party Agreement either wholly or in part out of court by means of a written notification, without any obligation to pay compensation, in the event that (there is in substantial or material breach a reasonable expectation that): a) the Purchaser materially fails to fulfil one of its obligations under the Agreement; or, such as its obligation to pay on time and in full; iiib) as applicable to an attachment is made against the other Party, Buyer fails to take Delivery, or Seller fails to make Delivery, of Purchaser; c) the Oil in accordance with the provisions of the Agreement and such failure Purchaser is not excused by any other provision of the Agreement; orgranted a moratorium; ivd) a petition is filed with a court having jurisdiction or an order is made or an effective resolution is passed for the dissolutionPurchaser's bankruptcy, liquidation or winding up of the other Party or its parent company; orPurchaser is declared bankrupt; v) there is a more than fifty one percent (51%) change in the direct or indirectly ownership of the other Party; or vie) the other Party Purchaser makes a payment arrangement with one or its parent company becomes insolvent or is adjudged bankrupt or makes an assignment for the benefit more of its creditors or does not pay, or is in Buyer’s or Seller’s, as applicable, reasonable opinion expected to be unable or unwilling to pay, its debts as they become due; orcreditors; vii) a receiver is appointed or an encumbrancer takes possession of the whole or a significant part of the assets or undertaking of the other Party or its parent company; or viiif) the other Party Purchaser dies, is placed under guardianship or its parent company ceases put into administration; or threatens to cease to carry on its g) the Purchaser’s business is sold or a major part thereof or a distress, execution or other process is levied or enforced or sued out upon or against any significant part of the property of the other Party or its parent company and is not Delivered within fourteen (14) Daysdissolved. b) If pursuant to the provisions of this Clause12.2 If, a Party withholdsin accordance with Article 12.1, reduces or IMCD suspends deliveries or receipts of the Oil, then such Party shall be under no obligation to make up any quantity of the Oil which would have been delivered or received but for such withholding, reduction or suspension. c) Any termination of the Agreement shall be without prejudice to the rights and obligations of each Party that have accrued as of the date of termination. d) The Parties agree that if at any time during the term performance of the Agreement, the Purchaser must, at the request of IMCD, extend any laws or regulations letters of credit prescribed by the These Terms and Conditions are changed or new laws or regulations have become or are due to become effective, whether by law, decree or regulation or by response filed with the Chamber of Commerce in Rotterdam. Agreement and/or security required in accordance with Article 2.4 of these Terms and Conditions up to the insistence new delivery date. 12.3 If, in accordance with Article 12.1, IMCD terminates the Agreement in whole or request of in part, IMCD may claim back, as its property, any governmental or public authority or products delivered but not yet paid for in full, offset against any person purporting sums already paid, without prejudice to act for such organizations, and the material effect of such changed or new law or regulation isits right to compensation. i) not covered by any other provision 12.4 If one of the Agreement; andsituations described in Article 12.1 arises, all amounts owed by the Purchaser to IMCD shall be due and payable in full and immediately, without prior notice of default being required. ii) has 12.5 The Purchaser may not suspend compliance with its obligations under or will have a material and substantial adverse economic effect on the Seller or Buyer, then the affected Party shall have the option to negotiate in good faith connection with the unaffected Party based Agreement or these Terms and Conditions on such changed or new laws or regulations the price(s) or other relevant terms of the Agreement. Such option may be exercised by the affected Party at any time after such changed or new laws or regulations are notified by giving notice to the unaffected Party. Such notice shall contain the new price(s) or terms and conditions proposed by the affected Party and the information explaining the material and substantial adverse economic affect that it imposes on the affected Party. If the Parties do not agree upon the new price(s) or terms and conditions within thirty (30) days after the date of the affected Party’s notice, the unaffected Party shall have the right to terminate the Agreement immediately at the end of such thirty (30) Day period. Any Oil Delivered during such thirty (30) Day period shall be sold and purchased at the price(s) and on the terms and conditions specified under the Agreement without any adjustment in respect of the new or changed regulationswhatever grounds.

Suspension and Termination. a18.1 Optomany may suspend access to axept® Services (or any part) Each Party may, so long as the events listed in Paragraphs i through viii below continues, at its sole discretion and in addition to any other legal remedies it may have, forthwith upon giving notice to the other Party either suspend Deliveries all or some of the Oil Authorised Users or terminate the Agreement if: i) as applicable to Seller, Buyer for 18.1.1 Optomany suspects that there has been any reason whatsoever misuse of the Services or breach of the Agreement; 18.1.2 the Merchant fails to make pay any payment sums due to Seller Optomany by the due date for payment; or 18.1.3 the Merchant’s Relevant Acquirer ceases for whatever reason to permit the processing of the Merchant’s transactions or otherwise requires a change to the Subscribed Services which is outside of the scope of this Agreement and the Merchant is unable to find a suitable replacement relevant acquirer within the required time frame; 18.1.4 Optomany is required by law or by any body with applicable authority to so suspend or terminate the Agreement (or any part of it). If Optomany is not permitted to notify the Merchant of a suspension Optomany may suspend the provision of the Subscribed Services under the Agreement by due date; orwith immediate effect and without notice to the Merchant; 18.1.5 if the Merchant repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify, in the opinion of the Optomany, that taken together, such repeated breaches are either: (i) material, or (ii) are inconsistent with the Merchant’s intention to give effect to the terms of this Agreement; 18.1.6 the Merchant is an individual or partnership and the individual or any partner dies or any step is taken to enter into any voluntary arrangement with creditors, whether formal or informal by such individual or any partner, whether in the UK or in any other Party is jurisdiction; 18.1.7 any other event or series of events, whether related or not, occurs (including any material adverse change in substantial the business assets or material breach financial condition of its the Merchant) which in the opinion of Optomany may affect the ability or willingness of the Merchant to comply with all or any of the Merchant’s obligations under the Agreement; or; iii) as applicable 18.1.8 any act or omission occurs affecting the Merchant which in the opinion of Optomany damages or could result in damage to the other Party, Buyer fails to take Delivery, or Seller fails to make Delivery, reputation of the Oil in accordance with the provisions of the Agreement and such failure is not excused by any other provision of the Agreement; or iv) Optomany, a petition is filed with a court having jurisdiction or an order is made or an effective resolution is passed for the dissolution, liquidation or winding up of the other Party or its parent company; or v) there is a more than fifty one percent (51%) change in the direct or indirectly ownership of the other Party; or vi) the other Party or its parent company becomes insolvent or is adjudged bankrupt or makes an assignment for the benefit of its creditors or does not pay, or is in Buyer’s or Seller’s, as applicable, reasonable opinion expected to be unable or unwilling to pay, its debts as they become due; or vii) a receiver is appointed or an encumbrancer takes possession of the whole relevant acquirer or a significant part of the assets Card Scheme or undertaking of the other Party their respective logo, trade or its parent company; orservice marks; viii) the other Party 18.1.9 if Optomany or its parent company ceases or threatens to cease to carry on its business or a major part thereof or a distress, execution or other process is levied or enforced or sued out upon or against any significant part of the property of the other Party or its parent company and is not Delivered within fourteen (14) Days. b) If pursuant to the provisions of this Clause, a Party withholds, reduces or suspends deliveries or receipts of the Oil, then such Party shall be under no obligation to make up any quantity of the Oil which would have been delivered or received but for such withholding, reduction or suspension. c) Any termination of the Agreement shall be without prejudice to the rights and obligations of each Party that have accrued as of the date of termination. d) The Parties agree that if at any time during the term of the Agreement, any laws or regulations DNAP are changed or new laws or regulations have become or are due to become effective, whether by law, decree or regulation or by response to the insistence or request of any governmental or public authority or any person purporting to act for such organizations, and the material effect of such changed or new law or regulation is i) not covered by any other provision of the Agreement; and ii) has or will have a material and substantial adverse economic effect on the Seller or Buyer, then the affected Party shall have the option to negotiate in good faith with the unaffected Party based on such changed or new laws or regulations the price(s) or other relevant terms of the Agreement. Such option may be exercised by the affected Party at any time after such changed or new laws or regulations are notified by giving notice to the unaffected Party. Such notice shall contain the new price(s) or terms and conditions proposed by the affected Party and the information explaining the material and substantial adverse economic affect that it imposes on the affected Party. If the Parties do not agree upon the new price(s) or terms and conditions within thirty (30) days after the date of the affected Party’s notice, the unaffected Party shall have the right entitled to terminate the Agreement immediately at In accordance with clause 19 of Schedule 2; 18.1.10 there is, in Optomany’s opinion, any material change in the end of such thirty (30) Day period. Any Oil Delivered during such thirty (30) Day period shall be sold and purchased at the price(s) and on the terms and conditions specified under the Agreement without any adjustment in respect nature or type of the new business undertaken by the Merchant. 18.2 Optomany may terminate or changed regulationssuspend the provision of Free or Trial Services (and all related Support Services) at any time with or without notice. 18.3 Where the reason for the suspension is suspected misuse of axept® Services or breach of our Agreement, Optomany will take steps to investigate the issue and may restore or continue to suspend access at its discretion. 18.4 In relation to suspensions under clause 18.1.2, access to axept® Services will be restored promptly after Optomany receives payment in full and cleared funds. 18.5 Fees shall remain payable during any period of suspension notwithstanding that the Merchant, Authorised Affiliates or some or all of the Authorised Users may not have access to the Services.

Suspension and Termination. a) Each Party may, so long as the events listed in Paragraphs i through viii below continues, at its sole discretion and in addition to any other legal remedies it may have, forthwith upon giving notice to the other Party either suspend Deliveries 11.1. The appointment of the Oil Partner shall continue to remain in full force and effect unless terminated by Prudent or terminate the Agreement if: i) as applicable to SellerPartner, Buyer for any reason whatsoever fails to make any payment due to Seller under the Agreement by due date; or ii) the other Party is in substantial or material breach of its obligations under the Agreement; or iii) as applicable to the other Party, Buyer fails to take Delivery, or Seller fails to make Delivery, of the Oil in accordance with the provisions contained herein. 11.2. Both the parties are free to terminate this arrangement by serving one month advance notice to the other party without assigning any reason. 11.3. Prudent shall be entitled to terminate the engagement of the Agreement and such failure Partner forthwith, if: a) the Partner is not excused found to be a minor or adjudicated as an insolvent or found to be of unsound mind by any other provision of the Agreement; or iv) a petition is filed with a court having jurisdiction or an order is made or an effective resolution is passed for the dissolution, liquidation or winding up of the other Party or its parent company; or v) there is a more than fifty one percent (51%) change in the direct or indirectly ownership of the other Party; or vi) the other Party or its parent company becomes insolvent or is adjudged bankrupt or makes an assignment for the benefit of its creditors or does not pay, or is in Buyer’s or Seller’s, as applicable, reasonable opinion expected to be unable or unwilling to pay, its debts as they become due; or vii) a receiver is appointed or an encumbrancer takes possession of the whole or a significant part of the assets or undertaking of the other Party or its parent company; or viii) the other Party or its parent company ceases or threatens to cease to carry on its business or a major part thereof or a distress, execution or other process is levied or enforced or sued out upon or against any significant part of the property of the other Party or its parent company and is not Delivered within fourteen (14) Days.competent jurisdiction; b) If pursuant to It is found that the provisions of this ClausePartner has knowingly participated in or connived in any fraud, a Party withholds, reduces dishonesty or suspends deliveries misrepresentation against Prudent or receipts of the Oil, then such Party shall be under no obligation to make up any quantity of the Oil which would have been delivered or received but for such withholding, reduction or suspensionclient. c) Any termination of statement made by the Agreement shall Partner in the Partner Empanelment Form is found to be without prejudice false or misleading or intended to the rights and obligations of each Party that have accrued as of the date of terminationmislead. d) The Parties agree that if at partner conducts or acts in any time during the term of the Agreementmanner, any laws or regulations are changed or new laws or regulations have become or are due to become effective, whether by law, decree or regulation or by response which is deemed prejudicial to the insistence interest of Prudent, its service providers, other Partners or request associates. e) The Partner does not comply with all applicable legislations, statutes, ordinances, regulations, administrative rulings or requirements. f) The Partner remains inactive in business with Prudent for a considerable period of any governmental or public authority or any person purporting time, as decided by Prudent from time to act for such organizations, and the material effect of such changed or new law or regulation is i) not covered by any other provision of the Agreement; and ii) has or will have a material and substantial adverse economic effect on the Seller or Buyer, then the affected Party shall have the option to negotiate in good faith with the unaffected Party based on such changed or new laws or regulations the price(s) or other relevant terms of the Agreementtime. Such option may be exercised by the affected Party at any time after such changed or new laws or regulations are notified by giving notice to the unaffected Party. Such notice shall contain the new price(s) or terms and conditions proposed by the affected Party and the information explaining the material and substantial adverse economic affect that it imposes on the affected Party. If the Parties do not agree upon the new price(s) or terms and conditions within thirty (30) days after the date of the affected Party’s notice, the unaffected Party shall have Prudent also reserves the right to terminate suspend brokerage under such cases. g) The partner resorts to threat or abusive language or mental harassment in its conduct with employees or officials of Prudent h) Partner is collecting cash from the Agreement immediately at the end client and issuing cheques or demand drafts from his account or any other third party account or utilising such amounts for non-bonafide purposes. 00.0. Xx case of termination of this arrangement, all other Services shall also be terminated, irrespective of any tenure or subscription period remaining, if any. Partner shall not be entitled for any refund of any amount or compensation on account of termination here-in-under. 11.5. Prudent is not liable for any consequence arising from such suspension or termination of Partner. Prudent cannot be held liable for any refund of fees, actions, claims, damages, losses, suits, proceedings, demands or expenses, costs, and/or investments made in infrastructure, systems, employees, etc. or charges in respect thereof or otherwise on account of such thirty (30) Day periodsuspension or termination. 11.6. Any Oil Delivered during such thirty (30) Day period Upon the death of the individual Partner, the Partner status shall be sold and purchased at the price(s) and on the terms and conditions specified under the Agreement without any adjustment in respect of the new or changed regulations.deemed to be terminated

Suspension and Termination. a) Each Party may, so long as the events listed in Paragraphs i through viii below continues, at its sole discretion and in addition to any other legal remedies it may have, forthwith upon giving notice 12.1. Without prejudice to the other Party provisions of Article 10, and without prejudice to the right to claim compensation, IMCD may suspend the fulfilment of its obligations under the Agreement either suspend Deliveries of the Oil wholly or in part or terminate the Agreement if:either wholly or in part out of court by means of a written notification, without any obligation to pay compensation, in the event that (there is a reasonable expectation that): ia) as applicable to Seller, Buyer for any reason whatsoever the Purchaser materially fails to make any payment due to Seller under the Agreement by due date; or ii) the other Party is in substantial or material breach fulfil one of its obligations under the Agreement; or, such as its obligation to pay on time and in full; iiib) as applicable to an attachment is made against the other Party, Buyer fails to take Delivery, or Seller fails to make Delivery, of Purchaser; c) the Oil in accordance with the provisions of the Agreement and such failure Purchaser is not excused by any other provision of the Agreement; orgranted a moratorium; ivd) a petition is filed with a court having jurisdiction or an order is made or an effective resolution is passed for the dissolutionPurchaser's bankruptcy, liquidation or winding up the Purchaser is declared bankrupt (or applied to the courts for postponing of the other Party or its parent company; orbankruptcy); v) there is a more than fifty one percent (51%) change in the direct or indirectly ownership of the other Party; or vie) the other Party Purchaser makes a payment arrangement with one or its parent company becomes insolvent or is adjudged bankrupt or makes an assignment for the benefit more of its creditors or does not pay, or is in Buyer’s or Seller’s, as applicable, reasonable opinion expected to be unable or unwilling to pay, its debts as they become due; orcreditors; vii) a receiver is appointed or an encumbrancer takes possession of the whole or a significant part of the assets or undertaking of the other Party or its parent company; or viiif) the other Party Purchaser dies, is placed under guardianship or its parent company ceases put into administration; or threatens to cease to carry on its g) the Purchaser’s business is sold or a major part thereof or a distress, execution or other process is levied or enforced or sued out upon or against any significant part of the property of the other Party or its parent company and is not Delivered within fourteen (14) Daysdissolved. b) If pursuant to the provisions of this Clause12.2. If, a Party withholdsin accordance with Article 12.1, reduces or IMCD suspends deliveries or receipts of the Oil, then such Party shall be under no obligation to make up any quantity of the Oil which would have been delivered or received but for such withholding, reduction or suspension. c) Any termination of the Agreement shall be without prejudice to the rights and obligations of each Party that have accrued as of the date of termination. d) The Parties agree that if at any time during the term performance of the Agreement, the Purchaser must, at the request of IMCD, extend any laws or regulations are changed or new laws or regulations have become or are due to become effective, whether letters of credit prescribed by law, decree or regulation or by response the Agreement and/or security required in accordance with Article 2.4 of these Terms and Conditions up to the insistence new delivery date. 12.3. If, in accordance with Article 12.1, IMCD terminates the Agreement in whole or request of in part, IMCD may claim back, as its property, any governmental or public authority or products delivered but not yet paid for in full, offset against any person purporting sums already paid, without prejudice to act for such organizations, and the material effect of such changed or new law or regulation isits right to compensation. i) not covered by any other provision 12.4. If one of the Agreement; andsituations described in Article 12.1 arises, all amounts owed by the Purchaser to IMCD shall be due and payable in full and immediately, without prior notice of default being required. ii) has 12.5. The Purchaser may not suspend compliance with its obligations under or will have a material and substantial adverse economic effect on the Seller or Buyer, then the affected Party shall have the option to negotiate in good faith connection with the unaffected Party based Agreement or these Terms and Conditions on such changed or new laws or regulations the price(s) or other relevant terms of the Agreement. Such option may be exercised by the affected Party at any time after such changed or new laws or regulations are notified by giving notice to the unaffected Party. Such notice shall contain the new price(s) or terms and conditions proposed by the affected Party and the information explaining the material and substantial adverse economic affect that it imposes on the affected Party. If the Parties do not agree upon the new price(s) or terms and conditions within thirty (30) days after the date of the affected Party’s notice, the unaffected Party shall have the right to terminate the Agreement immediately at the end of such thirty (30) Day period. Any Oil Delivered during such thirty (30) Day period shall be sold and purchased at the price(s) and on the terms and conditions specified under the Agreement without any adjustment in respect of the new or changed regulationswhatever grounds.

Suspension and Termination. a) Each Party may, so long as the events listed in Paragraphs i through viii below continues, at its sole discretion and in addition to any other legal remedies it may have, forthwith upon giving notice 12.1 Without prejudice to the other Party provisions of Article 10, and without prejudice to the right to claim compensation, 4COS may suspend the fulfilment of its obligations under the Agreement either suspend Deliveries of the Oil wholly or in part or terminate the Agreement if:either wholly or in part out of court by means of a written notification, without any obligation to pay compensation, in the event that (there is a reasonable expectation that): ia) as applicable to Seller, Buyer for any reason whatsoever the Purchaser materially fails to make any payment due to Seller under the Agreement by due date; or ii) the other Party is in substantial or material breach fulfil one of its obligations under the Agreement; or, such as its obligation to pay on time and in full; iiib) as applicable to an attachment is made against the other Party, Buyer fails to take Delivery, or Seller fails to make Delivery, of Purchaser; c) the Oil in accordance with the provisions of the Agreement and such failure Purchaser is not excused by any other provision of the Agreement; orgranted a moratorium; ivd) a petition is filed with a court having jurisdiction or an order is made or an effective resolution is passed for the dissolutionPurchaser's bankruptcy, liquidation or winding up of the other Party or its parent company; orPurchaser is declared bankrupt; v) there is a more than fifty one percent (51%) change in the direct or indirectly ownership of the other Party; or vie) the other Party Purchaser makes a payment arrangement with one or its parent company becomes insolvent or is adjudged bankrupt or makes an assignment for the benefit more of its creditors or does not pay, or is in Buyer’s or Seller’s, as applicable, reasonable opinion expected to be unable or unwilling to pay, its debts as they become due; orcreditors; vii) a receiver is appointed or an encumbrancer takes possession of the whole or a significant part of the assets or undertaking of the other Party or its parent company; or viiif) the other Party Purchaser dies, is placed under guardianship or its parent company ceases put into administration; or threatens to cease to carry on its g) the Purchaser’s business is sold or a major part thereof or a distress, execution or other process is levied or enforced or sued out upon or against any significant part of the property of the other Party or its parent company and is not Delivered within fourteen (14) Daysdissolved. b) If pursuant to the provisions of this Clause12.2 If, a Party withholdsin accordance with Article 12.1, reduces or 4COS suspends deliveries or receipts of the Oil, then such Party shall be under no obligation to make up any quantity of the Oil which would have been delivered or received but for such withholding, reduction or suspension. c) Any termination of the Agreement shall be without prejudice to the rights and obligations of each Party that have accrued as of the date of termination. d) The Parties agree that if at any time during the term performance of the Agreement, the Purchaser must, at the request of 4COS, extend any laws or regulations are changed or new laws or regulations have become or are due to become effective, whether letters of credit prescribed by law, decree or regulation or by response the Agreement and/or security required in accordance with Article 2.4 of these Terms and Conditions up to the insistence new delivery date. 12.3 If, in accordance with Article 12.1, 4COS terminates the Agreement in whole or request of in part, 4COS may claim back, as its property, any governmental or public authority or products delivered but not yet paid for in full, offset against any person purporting sums already paid, without prejudice to act for such organizations, and the material effect of such changed or new law or regulation isits right to compensation. i) not covered by any other provision 12.4 If one of the Agreement; andsituations described in Article 12.1 arises, all amounts owed by the Purchaser to 4COS shall be due and payable in full and immediately, without prior notice of default being required. ii) has 12.5 The Purchaser may not suspend compliance with its obligations under or will have a material and substantial adverse economic effect on the Seller or Buyer, then the affected Party shall have the option to negotiate in good faith connection with the unaffected Party based Agreement or these Terms and Conditions on such changed or new laws or regulations the price(s) or other relevant terms of the Agreement. Such option may be exercised by the affected Party at any time after such changed or new laws or regulations are notified by giving notice to the unaffected Party. Such notice shall contain the new price(s) or terms and conditions proposed by the affected Party and the information explaining the material and substantial adverse economic affect that it imposes on the affected Party. If the Parties do not agree upon the new price(s) or terms and conditions within thirty (30) days after the date of the affected Party’s notice, the unaffected Party shall have the right to terminate the Agreement immediately at the end of such thirty (30) Day period. Any Oil Delivered during such thirty (30) Day period shall be sold and purchased at the price(s) and on the terms and conditions specified under the Agreement without any adjustment in respect of the new or changed regulationswhatever grounds.

Suspension and Termination. a) Each Party may, so long as the events listed in Paragraphs i through viii below continues, at its sole discretion and in addition to any other legal remedies it may have, forthwith upon giving notice 12.1 Without prejudice to the other Party provisions of Article 10, and without prejudice to the right to claim compensation, IMCD may suspend the fulfilment of its obligations under the Agreement either suspend Deliveries of the Oil wholly or in part or terminate the Agreement if:either wholly or in part, without need for a court order, by means of a written notification, without any obligation to pay compensation, in the event that (there is a reasonable expectation that):‌ i(a) as applicable to Seller, Buyer for any reason whatsoever the Purchaser materially fails to make any payment due to Seller under the Agreement by due date; or ii) the other Party is in substantial or material breach fulfil one of its obligations under the Agreement; or, such as its obligation to pay on time and in full; iii(b) as applicable to an attachment is made against the other Party, Buyer fails to take Delivery, or Seller fails to make Delivery, of Purchaser; (c) the Oil in accordance with the provisions of the Agreement and such failure Purchaser is not excused by any other provision of the Agreement; orgranted a moratorium; iv(d) a petition is filed with a court having jurisdiction or an order is made or an effective resolution is passed for the dissolutionPurchaser's bankruptcy, liquidation or winding up the Purchaser is declared bankrupt; (e) the Purchaser makes a payment arrangement with one or more of its creditors; (f) the other Party or its parent companyPurchaser, if a natural person, dies, is placed under guardianship or, in the context of a legal person, is put into administration; or v) there is a more than fifty one percent (51%) change in the direct or indirectly ownership of the other Party; or vig) the other Party Purchaser’s business is sold or its parent company becomes insolvent or is adjudged bankrupt or makes an assignment for the benefit of its creditors or does not pay, or is in Buyer’s or Seller’s, as applicable, reasonable opinion expected to be unable or unwilling to pay, its debts as they become due; or vii) a receiver is appointed or an encumbrancer takes possession of the whole or a significant part of the assets or undertaking of the other Party or its parent company; or viii) the other Party or its parent company ceases or threatens to cease to carry on its business or a major part thereof or a distress, execution or other process is levied or enforced or sued out upon or against any significant part of the property of the other Party or its parent company and is not Delivered within fourteen (14) Daysdissolved. b) If pursuant to the provisions of this Clause12.2 If, a Party withholdsin accordance with Article 12.1, reduces or IMCD suspends deliveries or receipts of the Oil, then such Party shall be under no obligation to make up any quantity of the Oil which would have been delivered or received but for such withholding, reduction or suspension. c) Any termination of the Agreement shall be without prejudice to the rights and obligations of each Party that have accrued as of the date of termination. d) The Parties agree that if at any time during the term performance of the Agreement, the Purchaser shall, at the request of IMCD, extend any laws or regulations are changed or new laws or regulations have become or are due to become effective, whether letters of credit prescribed by law, decree or regulation or by response the Agreement and/or security required in accordance with Article 2.5 of these Terms and Conditions up to the insistence new delivery date. 12.3 If, in accordance with Article 12.1, IMCD terminates the Agreement in whole or request of in part, IMCD may claim back, as its property, any governmental or public authority or products delivered but not yet paid for in full, offset against any person purporting sums already paid, without prejudice to act for such organizations, and the material effect of such changed or new law or regulation isits right to compensation.‌ i) not covered by any other provision 12.4 If one of the Agreement; andsituations described in Article 12.1 arises, all amounts owed by the Purchaser to IMCD shall be due and payable in full and immediately, without prior notice of default being required. ii) has 12.5 The Purchaser may not suspend compliance with its obligations under or will have a material and substantial adverse economic effect on the Seller or Buyer, then the affected Party shall have the option to negotiate in good faith connection with the unaffected Party based Agreement or these Terms and Conditions on such changed or new laws or regulations the price(s) or other relevant terms of the Agreement. Such option may be exercised by the affected Party at any time after such changed or new laws or regulations are notified by giving notice to the unaffected Party. Such notice shall contain the new price(s) or terms and conditions proposed by the affected Party and the information explaining the material and substantial adverse economic affect that it imposes on the affected Party. If the Parties do not agree upon the new price(s) or terms and conditions within thirty (30) days after the date of the affected Party’s notice, the unaffected Party shall have the right to terminate the Agreement immediately at the end of such thirty (30) Day period. Any Oil Delivered during such thirty (30) Day period shall be sold and purchased at the price(s) and on the terms and conditions specified under the Agreement without any adjustment in respect of the new or changed regulationswhatever grounds.

Suspension and Termination. a) Each Party may, so long as the events listed in Paragraphs i through viii below continues, at its sole discretion and in addition to any other legal remedies it may have, forthwith upon giving notice 12.1 Without prejudice to the other Party provisions of Article 10, and without prejudice to the right to claim compensation, IMCD may suspend the Version: 12th of May 2023 fulfilment of its obligations under the Agreement either suspend Deliveries of the Oil wholly or in part or terminate the Agreement if:either wholly or in part, without need for a court order, by means of a written notification, without any obligation to pay compensation, in the event that (there is a reasonable expectation that): i(a) as applicable to Seller, Buyer for any reason whatsoever the Purchaser materially fails to make any payment due to Seller under the Agreement by due date; or ii) the other Party is in substantial or material breach fulfil one of its obligations under the Agreement; or, such as its obligation to pay on time and in full and duly receipt of delivery; iii(b) as applicable to an attachment is made against the other Party, Buyer fails to take Delivery, or Seller fails to make Delivery, of Purchaser; (c) the Oil in accordance with the provisions of the Agreement and such failure Purchaser is not excused by any other provision of the Agreement; orgranted a moratorium; iv(d) a petition is filed with a court having jurisdiction or an order is made or an effective resolution is passed for the dissolutionPurchaser's bankruptcy, liquidation or winding up the Purchaser is declared bankrupt; (e) the Purchaser makes a payment arrangement with one or more of its creditors; (f) the other Party or its parent companyPurchaser, if a natural person, dies, is placed under guardianship or, in the context of a legal person, is put into administration; or v) there is a more than fifty one percent (51%) change in the direct or indirectly ownership of the other Party; or vig) the other Party Purchaser’s business is sold or its parent company becomes insolvent or is adjudged bankrupt or makes an assignment for the benefit of its creditors or does not paydissolved. If, or is in Buyer’s or Seller’saccordance with Article 12.1, as applicable, reasonable opinion expected to be unable or unwilling to pay, its debts as they become due; or vii) a receiver is appointed or an encumbrancer takes possession of the whole or a significant part of the assets or undertaking of the other Party or its parent company; or viii) the other Party or its parent company ceases or threatens to cease to carry on its business or a major part thereof or a distress, execution or other process is levied or enforced or sued out upon or against any significant part of the property of the other Party or its parent company and is not Delivered within fourteen (14) Days. b) If pursuant to the provisions of this Clause, a Party withholds, reduces or IMCD suspends deliveries or receipts of the Oil, then such Party shall be under no obligation to make up any quantity of the Oil which would have been delivered or received but for such withholding, reduction or suspension. c) Any termination of the Agreement shall be without prejudice to the rights and obligations of each Party that have accrued as of the date of termination. d) The Parties agree that if at any time during the term performance of the Agreement, the Purchaser shall, at the request of IMCD, extend any laws or regulations are changed or new laws or regulations have become or are due to become effective, whether letters of credit prescribed by law, decree or regulation or by response the Agreement and/or security required in accordance with Article 2.5 of these Terms and Conditions up to the insistence new delivery date. 12.2 If, in accordance with Article 12.1, IMCD terminates the Agreement in whole or request in part, IMCD may claim back, as its property, any products delivered but not yet paid for in full, offset against any sums already paid, without prejudice to its right to compensation for any kind of any governmental or public authority or any person purporting to act for such organizations, its damages. 12.3 If one of the situations described in Article 12.1 arises and the material effect of such changed Agreement is not terminated in whole or new law or regulation is i) not covered in part by any other provision of the Agreement; and, all amounts owed by the Purchaser to IMCD shall be due and payable in full and immediately, without prior notice of default being required. ii) has 12.4 The Purchaser may not suspend compliance with its obligations under or will have a material and substantial adverse economic effect on the Seller or Buyer, then the affected Party shall have the option to negotiate in good faith connection with the unaffected Party based Agreement or these Terms and Conditions on such changed or new laws or regulations the price(s) or other relevant terms of the Agreement. Such option may be exercised by the affected Party at any time after such changed or new laws or regulations are notified by giving notice to the unaffected Party. Such notice shall contain the new price(s) or terms and conditions proposed by the affected Party and the information explaining the material and substantial adverse economic affect that it imposes on the affected Party. If the Parties do not agree upon the new price(s) or terms and conditions within thirty (30) days after the date of the affected Party’s notice, the unaffected Party shall have the right to terminate the Agreement immediately at the end of such thirty (30) Day period. Any Oil Delivered during such thirty (30) Day period shall be sold and purchased at the price(s) and on the terms and conditions specified under the Agreement without any adjustment in respect of the new or changed regulationswhatever grounds.

Suspension and Termination. 7.1. In the event of any default by the Customer, OCGL shall be entitled to suspend the use of the Service in its discretion (including partially or temporarily) until the Customer remedies the default, including events of default where the Customer: (a) Each Party mayfails to pay any Fees or instalment(s) of the Fees, so long as the events listed in Paragraphs i through viii below continues, at its sole discretion and in addition to or any other legal remedies it may havepayment under this Agreement, forthwith upon giving notice to by the other Party either suspend Deliveries of the Oil or terminate the Agreement if: i) as applicable to Seller, Buyer for any reason whatsoever fails to make any payment relevant due to Seller under the Agreement by due datedate(s); or ii) the other Party is in substantial or material breach of its obligations under the Agreement; or iii) as applicable to the other Party, Buyer fails to take Delivery, or Seller fails to make Delivery, of the Oil in accordance with the provisions of the Agreement and such failure is not excused by any other provision of the Agreement; or iv) a petition is filed with a court having jurisdiction or an order is made or an effective resolution is passed for the dissolution, liquidation or winding up of the other Party or its parent company; or v) there is a more than fifty one percent (51%) change in the direct or indirectly ownership of the other Party; or vi) the other Party or its parent company becomes insolvent or is adjudged bankrupt or makes an assignment for the benefit of its creditors or does not pay, or is in Buyer’s or Seller’s, as applicable, reasonable opinion expected to be unable or unwilling to pay, its debts as they become due; or vii) a receiver is appointed or an encumbrancer takes possession of the whole or a significant part of the assets or undertaking of the other Party or its parent company; or viii) the other Party or its parent company ceases or threatens to cease to carry on its business or a major part thereof or a distress, execution or other process is levied or enforced or sued out upon or against any significant part of the property of the other Party or its parent company and is not Delivered within fourteen (14) Days. b) If pursuant to the provisions of this Clause, a Party withholds, reduces or suspends deliveries or receipts of the Oil, then such Party shall be under no obligation to make up any quantity of the Oil which would have been delivered or received but for such withholding, reduction or suspension. c) Any termination of the Agreement shall be without prejudice to the rights and obligations of each Party that have accrued as of the date of termination. d) The Parties agree that if at any time during the term of the Agreement, any laws or regulations are changed or new laws or regulations have become or are due to become effective, whether by law, decree or regulation or by response to the insistence or request is otherwise in material default of any governmental or public authority or any person purporting to act for such organizations, obligation under this Agreement (including without limitation the representations and warranties in Clause 11) and the material effect of Customer has not remedied such changed or new law or regulation is i) not covered by any other provision of the Agreement; and ii) has or will have a material and substantial adverse economic effect on the Seller or Buyer, then the affected Party shall have the option to negotiate in good faith with the unaffected Party based on such changed or new laws or regulations the price(s) or other relevant terms of the Agreement. Such option may be exercised by the affected Party at any time after such changed or new laws or regulations are notified by giving notice to the unaffected Party. Such notice shall contain the new price(s) or terms and conditions proposed by the affected Party and the information explaining the material and substantial adverse economic affect that it imposes on the affected Party. If the Parties do not agree upon the new price(s) or terms and conditions default within thirty seven (307) days after the date of the affected Party’s noticedefault (the “Default Notice”), the unaffected Party shall have the right to terminate the Agreement immediately at the end of such thirty (30) Day period. Any Oil Delivered during such thirty (30) Day period shall be sold and purchased at the price(s) and on the terms and conditions specified under the Agreement without any adjustment PROVIDED THAT in respect of any default under Clause 6.4, if such default is not remedied forthwith upon receipt of a Default Notice; or (c) makes a general assignment for the new benefit of its creditors, or changed regulationsshall be adjudicated as bankrupt or insolvent, or shall voluntarily or otherwise file a petition for its dissolution or winding up or pass a resolution to effectuate the same, all of which (unless for the purpose of a solvent reconstruction) shall be deemed as a default of the Customer upon a Default Notice being issued in respect thereof. 7.2. For the avoidance of doubt, the obligations of the Customer under this Agreement, including payment of the Fees, shall not be affected in any way during such period of suspension under Clause 7.1, and OCGL shall not be responsible to the Customer for any direct, indirect, consequential, reliance or other damages whatsoever as a consequence of such suspension. 7.3. In the event that the Customer fails to remedy its default to OCGL’s satisfaction after the relevant event of default or as specified in the Default Notice (whether the Service was suspended or not), OCGL shall be entitled to treat such failure as a repudiation of this Agreement and give notice to terminate this Agreement and the Customer’s use of the Service immediately. 7.4. Notwithstanding the above, if it is apparent that the Customer is unable or unwilling to remedy such default, then OCGL shall be entitled to treat such inability or unwillingness as a repudiation of this Agreement and give notice to immediately terminate this Agreement and the Customer’s use of the Service without any suspension or notice period and to recover from the Customer the outstanding Fees. 7.5. All outstanding Fees must be settled by the Customer within five (5) business days from the date of termination of this Agreement. OCGL may, at its sole discretion, recover from the Customer any administration fee and/or costs incurred due to the termination. 7.6. Notwithstanding termination or expiration of this Agreement, any clause intended to survive the termination or expiry of this Agreement shall do so (including without limitation, Clause 7 (Suspension and Termination), Clause 10 (Indemnification) and Clause 12 (Confidentiality)).