Suspension and Termination. 12.1 GBG may suspend all or part of the Service immediately and without notice in the event that the Client breaches or GBG reasonably suspects that the Client has committed a material breach of any term of this Agreement. 12.2 Either Party may terminate this Agreement by giving at least 90 days' prior written notice to the other of such termination to take effect on the expiry of the Initial Period (or on the expiry of a Renewal Period). 12.3 Either Party may terminate this Agreement (or, if GBG wish, part of it) on immediate notice in writing to the other if any of the following applies: (a) the other Party commits a material or persistent breach of this Agreement, which is capable of remedy, and it fails to remedy the breach within 10 Business Days of a written notice to do so. A breach shall be capable of remedy if the Party in breach can comply with the provision in question in all respects other than as to the time of performance; (b) the other Party commits a material or persistent breach of this Agreement which cannot be remedied; or (c) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 12.4 When this Agreement terminates the Client will: (a) cease using the Service or in the case where access to a specific part of the Service has been terminated cease to use the specified part of the Service; and (b) promptly pay any outstanding and unpaid invoices due for the Service whether the invoice was submitted before or after the termination of this Agreement. 12.5 GBG will cease using Client Data (and any copies of it) and shall arrange for its safe return or destruction as shall be required by the Client (unless any relevant Privacy and Data Protection Requirements require storage of any Personal Data contained within the Client Data or an exemption under GDPR applies). 12.6 The Parties will return or destroy (at the option and request of the disclosing Party) any Confidential Information belonging to the other Party in its possession or control. 12.7 The termination of this Agreement does not affect the accrued rights, remedies and obligations or liabilities of the Parties existing at termination. Nor shall it affect the continuation in force of any provision of this Agreement that is expressly or by implication intended to continue in force after termination. 12.8 If GBG terminates this Agreement during the Initial Period following a breach of this Agreement by the Client the Client agrees to pay GBG the Charges due, if any, for the remaining part of the Initial Period in accordance with clause 12.4.
Appears in 2 contracts
Suspension and Termination. 12.1 11.1 GBG may suspend all or part of the Service immediately and without notice in the event that the Client breaches or GBG acting reasonably suspects that the Client has committed a material breach of any term of this Agreement.
12.2 11.2 Either Party may terminate this Agreement by giving at least 90 days' prior written notice to the other of such termination to take effect on the expiry of the Initial Period ([or on the expiry of a Renewal Period)].
12.3 11.3 Either Party may terminate this Agreement (or, if GBG wish, part of it) on immediate notice in writing to the other if any of the following applies:
(a) the other Party commits a material or persistent breach of this Agreement, which is capable of remedy, and it fails to remedy the breach within 10 Business Days of a written notice to do so. A breach shall be capable of remedy if the Party in breach can comply with the provision in question in all respects other than as to the time of performance;
(b) the other Party commits a material or persistent breach of this Agreement which cannot be remedied;
(c) any meeting of creditors of the other Party is held or any arrangement or composition with or for the benefit of its creditors (including any voluntary arrangement as defined in the Insolvency Act 1986) is proposed or entered into by or in relation to the other Party (other than for the purpose of a bona fide solvent re- construction, re-organisation or amalgamation);
(d) the other Party ceases or threatens to cease carrying on business or is or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Xxx 0000;
(e) a nominee, supervisor, receiver, administrator, administrative receiver or liquidator is appointed in respect of the other Party or any encumbrancer takes possession of, or any distress, lien, execution or other process is levied or enforced (and is not discharged within seven days) upon, the assets of the other Party;
(f) an order is made for the bankruptcy or winding-up of the other Party or a resolution for its winding up is passed;
(g) a notice of intention to appoint an administrator is filed with the court or served on any creditor of the other Party;
(h) an application for an administration order is issued at court in respect of the other Party;
(i) a meeting is convened for the purpose of considering a resolution for the winding up of the other Party or the making of an application for an administration order or the dissolution of the other Party; or
(cj) if the other Party becomes the subject any event analogous to any of a petition clauses 11.3(c)to (i) above occurs in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditorsjurisdiction.
12.4 11.4 When this Agreement terminates the Client will:
(a) cease using the Service or in the case where access to a specific part of the Service has been terminated cease to use the specified part of the Service; and
(b) promptly pay any outstanding and unpaid invoices due for the Service whether the invoice was submitted before or after the termination of this Agreement.
12.5 11.5 GBG will cease using Client Data (and any copies of it) and shall arrange for its safe return or destruction as shall be required by the Client (unless any relevant Privacy and Data Protection Requirements require European Union, Member States and/or UK Law requires storage of any Personal Data contained within the Client Data or an exemption under GDPR applies).
12.6 11.6 The Parties will return or destroy (at the option and request of the disclosing Party) any Confidential Information belonging to the other Party in its possession or control.
12.7 11.7 The termination of this Agreement does not affect the accrued rights, remedies and obligations or liabilities of the Parties existing at termination. Nor shall it affect the continuation in force of any provision of this Agreement that is expressly or by implication intended to continue in force after termination.
12.8 11.8 If GBG terminates this Agreement during the Initial Period following a breach of this Agreement by the Client the Client agrees to pay GBG the Charges due, if any, for the remaining part of the Initial Period in accordance with clause 12.411.4.
Appears in 2 contracts
Suspension and Termination. 12.1 GBG may suspend all 7.1 At the date of suspension or part of the Service immediately and without notice in the event that the Client breaches or GBG reasonably suspects that the Client has committed a material breach of any term termination of this AgreementAgreement for whatever reason any Certification granted under this Agreement shall immediately cease to be valid.
12.2 7.2 Either Party party may terminate this Agreement by giving at least 90 days' prior written days notice in writing to the other of such termination to take effect on the expiry of the Initial Period (or on the expiry of a Renewal Period)other.
12.3 7.3 BRE Global may immediately suspend any Certification granted or terminate the Agreement due to unsatisfactory performance, unsatisfactory results in meeting requirements of re-examination, unsatisfactory quality system or non- conformance with any part of this Agreement.
7.4 Either Party party may terminate this the Agreement (or, if GBG wish, part of it) on immediate forthwith by notice in writing to the other if any the other:
7.4.1 commits a breach of the following applies:
(a) Agreement which, in the other Party commits case of a material or persistent breach of this Agreement, which is capable of remedy, and it fails to remedy shall not have been remedied within 14 days of the receipt by the other of a notice from the innocent party identifying the breach within 10 Business Days of a written notice and requiring its remedy;
7.4.2 is unable to do so. A breach shall be capable of remedy if the Party in breach can comply with the provision in question in all respects pay its debts or enters into compulsory or voluntary liquidation (other than as for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the time obligations of performance;
(bthe relevant party under the Contract) or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrator appointed or ceases for any reason to carry on business or takes or suffers any similar action which in the opinion of the party giving notice means that the other Party commits a material or persistent breach of this Agreement which cannot may be remedied; or
(c) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating unable to insolvency, receivership, liquidation or assignment for the benefit of creditorspay its debts.
12.4 When this 7.5 Once the Agreement terminates has been accepted, the Client will:Supplier will be liable for costs incurred and committed until the date of termination.
(a) cease using the Service 7.6 Suspension or in the case where access to a specific part termination of the Service has been terminated cease to use the specified part of the Service; and
(b) promptly pay any outstanding and unpaid invoices due Agreement for the Service whether the invoice was submitted before or after the termination of this Agreement.
12.5 GBG will cease using Client Data (and any copies of it) and whatever reason shall arrange for its safe return or destruction as shall be required by the Client (unless any relevant Privacy and Data Protection Requirements require storage of any Personal Data contained within the Client Data or an exemption under GDPR applies).
12.6 The Parties will return or destroy (at the option and request of the disclosing Party) any Confidential Information belonging to the other Party in its possession or control.
12.7 The termination of this Agreement does not affect the accrued rights, remedies and obligations or liabilities rights of the Parties existing parties arising in any way out of the Agreement as at terminationthe date of suspension or termination and, in particular, but without limitation, the right to recover damages against the other. Nor The provisions of sub-clauses 2.9, 3.4, 6.2, 6.3, 6.4, 6.6, 6.7 and 14 shall it affect the continuation in force of survive any provision of this Agreement that is expressly or by implication intended to continue in force after termination.
12.8 If GBG terminates this Agreement during the Initial Period following a breach of this Agreement by the Client the Client agrees to pay GBG the Charges due, if any, for the remaining part of the Initial Period in accordance with clause 12.4.
Appears in 2 contracts
Suspension and Termination. 12.1 GBG may suspend all or part of the Service immediately and without notice in the event that the Client breaches or GBG reasonably suspects that the Client has committed a material breach of any term of this Agreement.
12.2 Either Party UOP may terminate this Agreement by giving at least 90 days' prior written immediately upon notice to Company upon the other occurrence of such termination to take effect on the expiry of the Initial Period (or on the expiry of a Renewal Period).
12.3 Either Party may terminate this Agreement (or, if GBG wish, part of it) on immediate notice in writing to the other if any of the following applies:
events: (a) the other Party commits a material Company fails to perform or persistent breach breaches any of its obligations and covenants under this Agreement, which is capable of remedy, and it fails to remedy the breach within 10 Business Days of a such default continues for more than sixty (60) calendar days after written notice specifying the failure to do so. A perform or breach shall (unless such breach is determined to be capable incapable of remedy if the Party cure, determined in breach can comply with the provision UOP's sole discretion, in question in all respects other than as to the time of performance;
which case termination is effective immediately); (b) the other Party commits a material or persistent breach Company fails to make any payment hereunder due within five (5) calendar days after written notice of such non-payment; (c) attempted assignment of this Agreement by Company or any rights hereunder without UOP’s prior written consent, which cannot be remediedincludes a sale or transfer of substantially all of Company’s assets, a majority interest in its voting stock, or a merger or consolidation with one or more entities; or
(cd) if Company experiences one or more of the other Party becomes of the subject following insolvency-related circumstances: (i) it ceases to function as a going concern or to conduct its operations in the normal course of business (including an inability to meet obligations as they mature), (ii) a petition in receiver is appointed for its assets, (iii) bankruptcy or any other proceeding relating to insolvencyinsolvency proceedings are brought by or against it, receivership, liquidation or (iv) it makes an assignment for the benefit of creditors.
12.4 When ; (e) Company violates the law or any of its owners, officers, principals, members or partners is indicted or convicted on charges of felony, conversion, embezzlement or any morally reprehensible act which could, in UOP’s sole discretion, adversely impact UOP; or (f) Company engages in any conduct or practice which, in UOP’s sole discretion, is or could be detrimental or harmful to the good name, goodwill and reputation of UOP or products. Termination does not affect any debt, claim, or cause of action accruing to any party against the other before the termination. The rights of termination provided in this clause are not exclusive of other remedies that a party may be entitled to under this Agreement terminates or in law or equity, including, without limitation, payment for services performed and for losses sustained for materials, tools, construction equipment and machinery, reasonable overhead, profit, and applicable damages. UOP may suspend performance of any services under this Agreement at Company’s expense if UOP determines that performance at Company’s site may violate the Client willlaw and/or cause a safety, security, or health risk. After any termination under this clause, neither party will have any further rights or obligations under this Agreement except:
(ai) cease using the Service or in the case where access Company will remain liable under this Agreement for any amounts accrued prior to a specific part of the Service has been terminated cease to use the specified part of the Servicetermination; and
(bii) promptly pay the restrictions on use, copying and disclosure of Proprietary Information under clause 6 and the liability limitations in clause 12 will remain in effect. foregoing, if Company cancels this Agreement or any outstanding and unpaid invoices due for portion thereof, it will owe a cancellation fee equal to the Service whether the invoice was submitted before or after the termination of total price under this Agreement.
12.5 GBG will cease using Client Data (and any copies of it) and shall arrange for its safe return or destruction as shall be required by the Client (unless any relevant Privacy and Data Protection Requirements require storage of any Personal Data contained within the Client Data or an exemption under GDPR applies).
12.6 The Parties will return or destroy (at the option and request Agreement of the disclosing Partyproduct(s) any Confidential Information belonging to the other Party in its possession or controlquestion.
12.7 The termination of this Agreement does not affect the accrued rights, remedies and obligations or liabilities of the Parties existing at termination. Nor shall it affect the continuation in force of any provision of this Agreement that is expressly or by implication intended to continue in force after termination.
12.8 If GBG terminates this Agreement during the Initial Period following a breach of this Agreement by the Client the Client agrees to pay GBG the Charges due, if any, for the remaining part of the Initial Period in accordance with clause 12.4.
Appears in 1 contract
Samples: Sales Contracts
Suspension and Termination. 12.1 11.1 GBG may suspend all or part of the Service immediately and without notice in the event that the Client breaches or GBG acting reasonably suspects that the Client has committed a material breach of any term of this Agreement.
12.2 11.2 Either Party may terminate this Agreement by giving at least 90 days' prior written notice to the other of such termination to take effect on the expiry of the Initial Period (or on the expiry of a Renewal Period).
12.3 11.3 Either Party may terminate this Agreement (or, if GBG wish, part of it) on immediate notice in writing to the other if any of the following applies:
(a) the other Party commits a material or persistent breach of this Agreement, which is capable of remedy, and it fails to remedy the breach within 10 Business Days of a written notice to do so. A breach shall be capable of remedy if the Party in breach can comply with the provision in question in all respects other than as to the time of performance;
(b) the other Party commits a material or persistent breach of this Agreement which cannot be remedied;
(c) any meeting of creditors of the other Party is held or any arrangement or composition with or for the benefit of its creditors (including any voluntary arrangement as defined in the Insolvency Act 1986) is proposed or entered into by or in relation to the other Party (other than for the purpose of a bona fide solvent re- construction, re-organisation or amalgamation);
(d) the other Party ceases or threatens to cease carrying on business or is or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Xxx 0000;
(e) a nominee, supervisor, receiver, administrator, administrative receiver or liquidator is appointed in respect of the other Party or any encumbrancer takes possession of, or any distress, lien, execution or other process is levied or enforced (and is not discharged within seven days) upon, the assets of the other Party;
(f) an order is made for the bankruptcy or winding-up of the other Party or a resolution for its winding up is passed;
(g) a notice of intention to appoint an administrator is filed with the court or served on any creditor of the other Party;
(h) an application for an administration order is issued at court in respect of the other Party;
(i) a meeting is convened for the purpose of considering a resolution for the winding up of the other Party or the making of an application for an administration order or the dissolution of the other Party; or
(j) any event analogous to any of clauses 11.3 (c) if the other Party becomes the subject of a petition to (i) above occurs in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditorsjurisdiction.
12.4 11.4 When this Agreement terminates the Client will:
(a) cease using the Service or in the case where access to a specific part of the Service has been terminated cease to use the specified part of the Service; and
(b) promptly pay any outstanding and unpaid invoices due for the Service whether the invoice was submitted before or after the termination of this Agreement.
12.5 GBG will cease using Client Data (and any copies of it) and shall arrange for its safe return or destruction as shall be required by 11.5 When this Agreement terminates the Client (unless any relevant Privacy and Data Protection Requirements require storage of any Personal Data contained within the Client Data or an exemption under GDPR applies).
12.6 The Parties will return or destroy (at the option and request of the disclosing Party) any Confidential Information belonging to the other Party in its possession or control.
12.7 11.6 The termination of this Agreement does not affect the accrued rights, remedies and obligations or liabilities of the Parties existing at termination. Nor shall it affect the continuation in force of any provision of this Agreement that is expressly or by implication intended to continue in force after termination.
12.8 11.7 If GBG terminates this Agreement during the Initial Period following a breach of this Agreement by the Client the Client agrees to pay GBG the Charges due, if any, for the remaining part of the Initial Period in accordance with clause 12.411.4.
Appears in 1 contract
Samples: Web Services Agreement
Suspension and Termination. 12.1 GBG I. The Employer may, by giving written notice to the Consultant, require the whole or part of the Services to be suspended at any time for the Employer’s own convenience and shall compensate the Consultant for all reasonable costs incurred directly as a result of such suspension. If the suspension of the performance of all or any part of the Services exceeds twelve (12) weeks in aggregate the Consultant may suspend by giving four (4) weeks’ written notice treat the part of the Services as abandoned and the appointment of the Consultant in respect of all or any part of the Services affected shall be automatically terminated.
II. The Employer shall have the right to terminate this Agreement or all or part of the Service immediately Services at any time by giving the Consultant twenty eight (28) day's written notice thereof and without notice the Consultant shall upon receipt of the Employer’s written notice, take reasonable steps to bring the Services to a close in the event that the Client breaches or GBG reasonably suspects that the Client has committed a prompt and orderly manner.
III. If either Party commits a material breach of any term of this Agreement.
12.2 Either Party may terminate its obligations under this Agreement by giving at least 90 days' prior written notice to the other of and (in cases where such termination to take effect on the expiry of the Initial Period (or on the expiry of a Renewal Period).
12.3 Either Party may terminate this Agreement (or, if GBG wish, part of it) on immediate notice in writing to the other if any of the following applies:
(a) the other Party commits a material or persistent breach of this Agreement, which is capable of remedy, and it fails to remedy the ) such breach shall not be remedied within 10 Business Days a period of fourteen (14) days of a notice by the affected Party the Agreement may be terminated forthwith by the affected Party by giving written notice notice.
IV. If either Party shall cease to do so. A breach trade or otherwise carry on a substantial or material part of its business, shall be capable of remedy if the Party in breach can comply with the provision in question in all respects enter into liquidation whether compulsory or voluntary (other than as for the purpose of an amalgamation or reconstruction not involving a realisation of capital), shall make any arrangement with its creditors or have an administration order made in respect of its undertaking or have a receiver appointed over all or any part of its assets or generally become unable to pay its debts within the time meaning of performance;
(b) Section 123 of the Insolvency Act 1986 the other Party commits a material or persistent breach of this may terminate the Agreement which cannot be remedied; or
(c) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditorsforthwith by giving written notice.
12.4 When this V. In the event of termination hereunder, the Consultant shall be entitled to payment for Services performed in accordance with the Agreement terminates prior to the Client will:
(a) cease using the Service or date of termination and, except in the case where access of termination as a result of the Consultant default or negligence pursuant to clause 12 (iii) all costs incurred by the Consultant in bringing the Services to a specific part of the Service has been terminated cease to use the specified part of the Service; and
(b) promptly pay any outstanding and unpaid invoices due for the Service whether the invoice was submitted before or after the termination of this Agreementclose.
12.5 GBG will cease using Client Data (and any copies of it) and shall arrange for its safe return or destruction as shall be required by the Client (unless any relevant Privacy and Data Protection Requirements require storage of any Personal Data contained within the Client Data or an exemption under GDPR applies).
12.6 The Parties will return or destroy (at the option and request of the disclosing Party) any Confidential Information belonging to the other Party in its possession or control.
12.7 The termination of this Agreement does not affect the accrued rights, remedies and obligations or liabilities of the Parties existing at termination. Nor shall it affect the continuation in force of any provision of this Agreement that is expressly or by implication intended to continue in force after termination.
12.8 If GBG terminates this Agreement during the Initial Period following a breach of this Agreement by the Client the Client agrees to pay GBG the Charges due, if any, for the remaining part of the Initial Period in accordance with clause 12.4.
Appears in 1 contract
Samples: Standard Terms and Conditions
Suspension and Termination. 12.1 11.1 GBG may suspend all or part of the provision of the Software and/or Service immediately and without notice in the event that the Client breaches has, or GBG acting reasonably suspects that the Client has has, committed a material breach of any term of this the Agreement.
12.2 11.2 Either Party may terminate this the Agreement by giving to the other Party at least 90 days' prior written notice to the other of such termination to take effect on the expiry of the Initial Period (or on the expiry of a Renewal Period).
12.3 11.3 Either Party may terminate this the Agreement (or, if GBG wishwishes, part of it) on immediate notice in writing to the other if any of the following applies:
(a) the other Party commits a material or persistent breach of this the Agreement, which is capable of remedy, and it fails to remedy the breach within 10 Business Days of a written notice to do so. A breach shall be capable of remedy if the Party in breach can comply with the provision in question in all respects other than as to the time of performance;
(b) the other Party commits a material or persistent breach of this the Agreement which cannot be remedied;
(c) any meeting of creditors of the other Party is held or any arrangement or composition with or for the benefit of its creditors (including where the directors of a company (other than one which is in administration or being wound up) may make a proposal to the company and to its creditors for a composition in satisfaction of its debts or a scheme of arrangement of its affairs) is proposed or entered into by or in relation to the other Party (other than for the purpose of a bona fide solvent re-construction, re-organisation or amalgamation);
(d) the other Party ceases or threatens to cease carrying on business or is or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Xxx 0000 or other applicable legislation;
(e) a nominee, supervisor, receiver, administrator, administrative receiver or liquidator is appointed in respect of the other Party or any encumbrancer takes possession of, or any distress, lien, execution or other process is levied or enforced (and is not discharged within seven days) upon, the assets of the other Party;
(f) an order is made for the bankruptcy or winding-up of the other Party or a resolution for its winding up is passed;
(g) a notice of intention to appoint an administrator is filed with the court or served on any creditor of the other Party;
(h) an application for an administration order is issued at court in respect of the other Party;
(i) a meeting is convened for the purpose of considering a resolution for the winding up of the other Party or the making of an application for an administration order or the dissolution of the other Party; or
(cj) if the other Party becomes the subject any event analogous to any of a petition clauses 11.3(c)to (i) above occurs in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditorsjurisdiction.
12.4 11.4 When this the Agreement terminates the Client willterminates:
(a) the Client will: • cease using the Hardware, Software and Service or or, in the case where access to a specific part of the Service has been terminated terminated, cease to use the specified part of the Service; and
(b) and • promptly pay any outstanding and unpaid invoices due for the provision or use of Hardware, Software and/or Service whether the invoice was submitted before or after the termination of this the Agreement.
12.5 (b) GBG will cease using the Client Data (and any copies of it) and shall arrange for its safe return or destruction as shall be required by the Client (unless any relevant Privacy and Data Protection Requirements require European Union, Member States and/or UK law requires storage of any Personal Data contained within the Client Data or an exemption under GDPR applies).
12.6 (c) The Parties will return or destroy (at the option and request of the disclosing Partyparty) any Confidential Information belonging to the other Party in its possession or control.
12.7 11.5 The termination of this the Agreement does not affect the accrued rights, remedies and obligations or liabilities of the Parties existing at termination. Nor shall it affect the continuation in force of any provision of this the Agreement that is expressly or by implication intended to continue in force after termination.
12.8 11.6 If GBG terminates this the Agreement during the Initial Period following a breach of this the Agreement by the Client the Client agrees to pay GBG the Charges due, if any, for the remaining part of the Initial Period in accordance with clause 12.411.4 (a).
Appears in 1 contract
Samples: General Terms and Conditions
Suspension and Termination. 12.1 16.1. GBG may suspend all or part of the Service immediately and without notice in the event that the Client Reseller or any of its Reseller End Users breaches or GBG acting reasonably suspects that the Client Reseller has or any of its Reseller End Users have committed a material breach of any term of this Agreement.
12.2 16.2. Either Party may terminate this Agreement by giving at least 90 days' prior written notice to the other of such termination to take effect on the expiry of the Initial Period (or on the expiry of a Renewal Period).
12.3 16.3. Either Party may terminate this Agreement (or, if GBG wish, part of it) on immediate notice in writing to the other if any of the following applies:
(a) the other Party commits a material or persistent breach of this Agreement, which is capable of remedy, and it fails to remedy the breach within 10 Business Days of a written notice to do so. A breach shall be capable of remedy if the Party in breach can comply with the provision in question in all respects other than as to the time of performance;
(b) the other Party commits a material or persistent breach of this Agreement which cannot be remedied;
(c) any meeting of creditors of the other Party is held or any arrangement or composition with or for the benefit of its creditors (including where the directors of a company (other than one which is in administration or being wound up) may make a proposal to the company and to its creditors for a composition in satisfaction of its debts or a scheme of arrangement of its affairs) is proposed or entered into by or in relation to the other Party (other than for the purpose of a bona fide solvent re-construction, re-organisation or amalgamation);
(d) the other Party ceases or threatens to cease carrying on business or is or becomes unable to pay its debts under applicable legislation;
(e) a nominee, supervisor, receiver, administrator, administrative receiver or liquidator is appointed in respect of the other Party or any encumbrancer takes possession of, or any distress, lien, execution or other process is levied or enforced (and is not discharged within seven days) upon, the assets of the other Party;
(f) an order is made for the bankruptcy or winding-up of the other Party or a resolution for its winding up is passed;
(g) a notice of intention to appoint an administrator is filed with the court or served on any creditor of the other Party;
(h) an application for an administration order is issued at court in respect of the other Party;
(i) a meeting is convened for the purpose of considering a resolution for the winding up of the other Party or the making of an application for an administration order or the dissolution of the other Party; or
(j) any event analogous to any of clauses 16.3 (c) if the other Party becomes the subject of a petition to (i) above occurs in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditorsjurisdiction.
12.4 16.4. When this Agreement terminates the Client will:terminates
(a) the Reseller will: cease using the Service and procure that all of its Reseller End Users cease using the Service, or in the case where access to a specific part of the Service has been terminated cease to use the specified part of the Service; and
(b) and promptly pay any outstanding and unpaid invoices due for the Service whether the invoice was submitted before or after the termination of this Agreement.
12.5 (b) GBG will cease using Client Reseller End User Data (and any copies of it) and shall arrange for its safe return or destruction as shall be required by the Client Reseller or Reseller End User (unless any relevant Privacy and Data Protection Requirements require requires storage of any Personal Data contained within the Client Reseller Data or an exemption under GDPR applies).
12.6 The 16.5. When this Agreement terminates the Parties will return or destroy (at the option and request of the disclosing Party) any Confidential Information belonging to the other Party in its possession or control.
12.7 16.6. The termination of this Agreement does not affect the accrued rights, remedies and obligations or liabilities of the Parties existing at termination. Nor shall it affect the continuation in force of any provision of this Agreement that is expressly or by implication intended to continue in force after termination.
12.8 16.7. If GBG terminates this Agreement during the Initial Period following a breach of this Agreement by the Client Reseller, the Client Reseller agrees to pay GBG the Charges due, if any, for the remaining part of the Initial Period in accordance with clause 12.416.4.
Appears in 1 contract
Samples: Reseller Agreement
Suspension and Termination. 12.1 GBG 21.1(a) Without prejudice to the rights of termination or suspension provided under this Agreement, this Agreement may suspend all or part be terminated upon the occurrence of any of the Service immediately following events:
(i) by mutual written consent of the Parties;
(ii) by either NNPC or CONSORTIUM, within ninety (90) days after receipt of notice from the other Party that any representation or warranty made by the other Party is untrue in any material respect or any condition to such Party's obligations cannot be satisfied;
(iii) by either NNPC or CONSORTIUM, if the other Party fails to meet its delivery obligations under Articles 3 and without notice in the event that the Client breaches 4 of this Agreement or GBG reasonably suspects that the Client has committed commits a material breach of any term of this Agreement.
12.2 Either Party may terminate this Agreement by giving at least 90 days' prior written notice to the other of such termination to take effect on the expiry of the Initial Period (terms or on the expiry of a Renewal Period).
12.3 Either Party may terminate this Agreement (or, if GBG wish, part of it) on immediate notice in writing to the other if any of the following applies:
(a) the other Party commits a material or persistent breach conditions of this Agreement, which is capable of remedy, and it fails to remedy such failure or the material breach within 10 Business Days of a continues without cure for thirty (30) days after written notice to do so. A breach shall be capable of remedy if the thereof by either Party in breach can comply with the provision in question in all respects other than as to the time of performanceother;
(biv) by either Party, if the other Party commits files a material petition or persistent breach otherwise commences or authorizes the commencement either by itself or by a third party, of this Agreement which cannot be remedied; ora proceeding under any bankruptcy, reorganization, or similar law, for the protection against creditors, or has any such petition filed or proceeding commenced against it;
(cv) by either Party, if the other Party becomes the subject of a petition in bankruptcy bankrupt or any other proceeding relating to insolvencyinsolvent, receivership, liquidation or makes an assignment for the benefit of creditors.
12.4 When this Agreement terminates the Client will:its creditors (however evidenced);
(avi) cease using the Service or by either Party, if there is a major change in the case where access direct or indirect ownership of any Company that may have material adverse effect on the performance of its obligations under this Agreement, provided that the provision of this Article shall not apply for any change relating to corporate restructuring;
(vii) by either Party, if a specific receiver is appointed or an encumbrancer takes possession of the whole or a significant part of the Service has been terminated assets or undertaking of the other Party;
(viii) by either Party, if the other Party ceases or threatens to cease to use the specified carry on its business or a major part thereof, or a distress, execution, or other process is levied or enforced against any significant part of its property and is not discharged within fourteen (14) days;
(ix) by either Party in the Service; andevent of Force Majeure that persists for sixty (60) consecutive days;
21.1 (b) promptly pay any outstanding and unpaid invoices due for the Service whether the invoice was submitted before or after the The termination of this Agreement.
12.5 GBG will cease using Client Data (, pursuant to the provisions of this Article 21 shall not in any way affect the rights and remedies of either Party against the other for any copies of it) and shall arrange for its safe return covenants, violation or destruction as shall be required by the Client (unless any relevant Privacy and Data Protection Requirements require storage breach of any Personal Data contained within the Client Data or an exemption under GDPR applies).
12.6 The Parties will return or destroy (at the option and request of the disclosing Party) any Confidential Information belonging to the representations, warranties or other Party in its possession or control.
12.7 The termination provisions of this Agreement does not affect occurring prior to the accrued rights, remedies and obligations or liabilities date of the Parties existing at termination. Nor shall it affect the continuation in force of any provision of this Agreement that is expressly or by implication intended to continue in force after termination.
12.8 If GBG terminates this Agreement during the Initial Period following a breach of this Agreement by the Client the Client agrees to pay GBG the Charges due, if any, for the remaining part of the Initial Period in accordance with clause 12.4.
Appears in 1 contract
Samples: Direct Sale Agreement
Suspension and Termination. 12.1 GBG may 15.1 The Supplier shall be entitled to suspend all the Service (or part thereof) on immediate notice: (i) in accordance with clause 5.5 and 8.10 (i) until the Client remedies its breach (ii) where the Client commits a material breach of this Agreement; or (iii) if the Service Supplier considers that the Client has or may issue Payment Instructions in breach of any law, regulation and/or guideline applicable to the Supplier or Client.
15.2 The Supplier may terminate this Agreement with immediate effect in the event that the Post Office terminates the PO Agreement with the Supplier.
15.3 The Supplier shall be entitled to suspend the service immediately and should the Supplier be required to deduct monies from the Advance Payment that are owed to the Supplier from the Client until such time as the Client has reimbursed any deduction in cleared funds
15.4 A party may terminate this Agreement without cause on not less than six (6) months’ prior written notice to the other party.
15.5 A party may terminate this Agreement immediately by giving written notice in the event that the Client breaches or GBG reasonably suspects that the Client has committed a other party is in material breach of its obligations under this Agreement and such breach is irremediable, or where such breach is remediable, such breach is not remedied within thirty (30) days (or any term other deadline stated in this Agreement) of a written request to do so.
15.6 A party may terminate this Agreement immediately by giving written notice in the event that the other party enters into any arrangement or composition with its creditors, has an order for winding up made against it, issues a notice to call a meeting to pass a resolution for winding up (except in the case of voluntary liquidation for the purpose of bona fide reconstruction or amalgamation), has a liquidator, receiver, manager, administrative receiver or administrator appointed over all or substantially all of its assets, ceases to carry on all of or a substantial part of its business, or in the case of the Client, is unable to meet its debts as they fall due.
15.7 The Supplier may terminate this Agreement on immediate notice if it has reason to consider that its connection with the Client or any given Payment Instruction will or might damage the reputation of the Supplier or Post Office or bring the Supplier or Post Office into disrepute, ridicule or to lessen its goodwill or favourable reputation.
15.8 Termination or expiry of this Agreement shall be without prejudice to the rights or obligations of either party, which may have accrued prior to the date of termination or expiry. The obligations of each party set out in any clause intended to survive such termination or expiry, including clauses 7 and 11, 12, 13, 19, 20, 26, and 29, shall continue in full force and effect notwithstanding termination or expiry of this Agreement.
12.2 Either Party may terminate this 15.9 Unless the Agreement is terminated by giving at least 90 days' prior written notice to the other of such Supplier under clause 15.7, upon termination to take effect on the or expiry of the Initial Period (or on Agreement the Supplier will still, subject always to the overriding requirements of clauses 5 and 6 in regard to payment into the Nominated Account and the maintenance of the Balance, honour all Payment Instructions presented prior to expiry of a Renewal the relevant Payment Instruction Validity Period). All Charges payable in respect of such matters will continue to accrue and be payable by the Client.
12.3 Either Party may terminate this Agreement (or, if GBG wish, part of it) on immediate notice in writing to the other if any 15.10 Upon termination or expiry of the following applies:
(a) the other Party commits a material or persistent breach of this Agreement, which is capable of remedy, and it fails to remedy the breach within 10 Business Days of a written notice to do so. A breach shall be capable of remedy if the Party in breach can comply with the provision in question in all respects other than as to the time of performance;
(b) the other Party commits a material or persistent breach of this Agreement which cannot be remedied; or
(c) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
12.4 When this Agreement terminates the Client will:
(a) cease using the Service or in the case where access shall use all reasonable endeavours to a specific part of advise its Customers that the Service has been terminated cease to use the specified part of the Service; and
(b) promptly pay any outstanding ceased, and unpaid invoices due for the Service whether the invoice was submitted before or after the termination of this Agreement.
12.5 GBG will cease using Client Data (and any copies of it) and shall arrange save as reasonably required for its safe return or destruction as records, it shall be required by the Client (unless any relevant Privacy at its own expense dispose of advertisements, promotional and Data Protection Requirements require storage of any Personal Data contained within the Client Data or an exemption under GDPR applies).
12.6 The Parties will return or destroy (at the option and request of the disclosing Party) any Confidential Information belonging to the other Party publicity materials in its possession or controlwhich refer to the Service.
12.7 The termination of this Agreement does not affect the accrued rights, remedies and obligations or liabilities of the Parties existing at termination. Nor shall it affect the continuation in force of any provision of this Agreement that is expressly or by implication intended to continue in force after termination.
12.8 If GBG terminates this Agreement during the Initial Period following a breach of this Agreement by the Client the Client agrees to pay GBG the Charges due, if any, for the remaining part of the Initial Period in accordance with clause 12.4.
Appears in 1 contract
Samples: Payout Service Terms and Conditions
Suspension and Termination. 12.1 11.1 GBG may suspend all or part of the provision of the Software and/or Service immediately and without notice in the event that the Client breaches has, or GBG acting reasonably suspects that the Client has has, committed a material breach of any term of this the Agreement.
12.2 11.2 Either Party may terminate this the Agreement by giving to the other Party at least 90 days' prior written notice to the other of such termination to take effect on the expiry of the Initial Period (or on the expiry of a Renewal Period).
12.3 11.3 Either Party may terminate this the Agreement (or, if GBG wishwishes, part of it) on immediate notice in writing to the other if any of the following applies:
(a) the other Party commits a material or persistent breach of this the Agreement, which is capable of remedy, and it fails to remedy the breach within 10 Business Days of a written notice to do so. A breach shall be capable of remedy if the Party in breach can comply with the provision in question in all respects other than as to the time of performance;
(b) the other Party commits a material or persistent breach of this the Agreement which cannot be remedied;
(c) any meeting of creditors of the other Party is held or any arrangement or composition with or for the benefit of its creditors (including where the directors of a company (other than one which is in administration or being wound up) may make a proposal to the company and to its creditors for a composition in satisfaction of its debts or a scheme of arrangement of its affairs) is proposed or entered into by or in relation to the other Party (other than for the purpose of a bona fide solvent re-construction, re-organisation or amalgamation);
(d) the other Party ceases or threatens to cease carrying on business or is or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Xxx 0000 or other applicable legislation;
(e) a nominee, supervisor, receiver, administrator, administrative receiver or liquidator is appointed in respect of the other Party or any encumbrancer takes possession of, or any distress, lien, execution or other process is levied or enforced (and is not discharged within seven days) upon, the assets of the other Party;
(f) an order is made for the bankruptcy or winding-up of the other Party or a resolution for its winding up is passed;
(g) a notice of intention to appoint an administrator is filed with the court or served on any creditor of the other Party;
(h) an application for an administration order is issued at court in respect of the other Party;
(i) a meeting is convened for the purpose of considering a resolution for the winding up of the other Party or the making of an application for an administration order or the dissolution of the other Party; or
(cj) if the other Party becomes the subject any event analogous to any of a petition clauses 11.3(c)to (i) above occurs in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditorsjurisdiction.
12.4 11.4 When this the Agreement terminates the Client willterminates:
(a) the Client will: cease using the Hardware, Software and Service or or, in the case where access to a specific part of the Service has been terminated terminated, cease to use the specified part of the Service; and
(b) and promptly pay any outstanding and unpaid invoices due for the provision or use of Hardware, Software and/or Service whether the invoice was submitted before or after the termination of this the Agreement.
12.5 (b) GBG will cease using the Client Data (and any copies of it) and shall arrange for its safe return or destruction as shall be required by the Client (unless any relevant Privacy and Data Protection Requirements require European Union, Member States and/or UK law requires storage of any Personal Data contained within the Client Data or an exemption under GDPR applies).
12.6 (c) The Parties will return or destroy (at the option and request of the disclosing Partyparty) any Confidential Information belonging to the other Party in its possession or control.
12.7 11.5 The termination of this the Agreement does not affect the accrued rights, remedies and obligations or liabilities of the Parties existing at termination. Nor shall it affect the continuation in force of any provision of this the Agreement that is expressly or by implication intended to continue in force after termination.
12.8 11.6 If GBG terminates this the Agreement during the Initial Period following a breach of this the Agreement by the Client the Client agrees to pay GBG the Charges due, if any, for the remaining part of the Initial Period in accordance with clause 12.411.4 (a).
Appears in 1 contract
Samples: General Terms and Conditions
Suspension and Termination. 12.1 GBG 8.1 The Client may suspend performance by the Designer of all or part any of the Service Services by giving 7 days written notice to the Designer. If the Services have been suspended for a period of more than 3 months either party may immediately and without terminate the Contract, by giving written notice in the event to that the Client breaches or GBG reasonably suspects that effect. Where the Client has committed a material breach suspended the Services and the Contract has not been terminated, the Client may, by giving reasonable written notice to the Designer, require the Designer to resume the performance of any term of this Agreement.the Services. Interior Design Consultancy Agreement CHAPTER 3 香港室內設計行業 THE INTERIOR DESIGN INDUSTRY IN HONG KONG
12.2 8.2 Either Party party may terminate this Agreement the Contract by giving at least 90 days' prior 28 days written notice to the other of such termination to take effect party.
8.3 If either party materially breaches his obligations under the Contract the other party may serve on the expiry of defaulting party a notice specifying the Initial Period (or on breach and requiring his remedy within 14 days, and if the expiry of a Renewal Period)defaulting party thereafter fails to remedy that breach within that period the other party may terminate the Contract by given written notice to the defaulting party.
12.3 Either Party may terminate this Agreement (or, if GBG wish, part of it) on immediate notice in writing to 8.4 If the other if any of Designer or the following appliesClient:
(a1) the other Party being a person, commits a material an act of bankruptcy or persistent breach of this Agreement, which is capable of remedy, and it fails to remedy the breach within 10 Business Days of a written notice to do so. A breach shall be capable of remedy if the Party in breach can comply with the provision in question in all respects other than as to the time of performance;
(b) the other Party commits a material or persistent breach of this Agreement which cannot be remedied; or
(c) if the other Party becomes the subject 專業指引 PROFESSIONAL GUILDELINE of a petition in bankruptcy or a sequestration order or enters into any scheme of arrangement or any composition with creditors or executes as a debtor a deed of arrangement or a deed of assignment; or
(2) being a corporation, has a mortgagee of the corporation enter into possession or assume control of any of the assets of undertaking of the corporation or takes or has taken or instituted against it any action or proceeding whether voluntary or compulsory which has as an object or may result in the winding up of the corporation or is placed under official management or enters into a compromise or other proceeding relating arrangement with its creditors or a receiver or receiver and manger is appointed to insolvency, receivership, liquidation or assignment carry on its business for the benefit of creditorsits creditors or any of them; the other party is entitled to terminate the Contract by giving notice to the Designer or the Client as the case may be (which notice will take effect on the date on which its was received by the relevant party) and the other party may recover from the Client or Designer as the case may be any loss or damage suffered as a consequence thereof.
12.4 When 8.5 These rights are in addition to those exercisable by the Designer under Clause 5.
8.6 If performance of the Services has been suspended under Clause 5 or this Agreement terminates Clause or the Client willContract has been terminated under the provisions of this Clause:
(a1) cease using the Service or in Client shall pay the case where access to a specific part Designer any instalments of the Service fees due to the Designer up to the date of suspension or termination together with a fair and reasonable proportion of the next following instalment commensurate with the Services performed by the Designer. 49 Interior Design Consultancy Agreement
(2) unless the performance of the Services has been suspended because of a material breach by the Designer, the Designer shall not be responsible for the consequence of any delay or disruption to the progress of the Project and the Client shall pay the Designer within 28 days of written demand the consequential costs necessarily incurred as a result of the suspension (including but not limited to cost of re- mobilizing resources for resuming the Project, if applicable).
(3) unless the Contract has been terminated cease to use the specified part of the Service; and
(b) promptly pay any outstanding and unpaid invoices due for the Service whether the invoice was submitted before or after the termination of this Agreement.
12.5 GBG will cease using Client Data (and any copies of it) and shall arrange for its safe return or destruction as shall be required by the Client (unless any relevant Privacy and Data Protection Requirements require storage because of any Personal Data contained within a material breach by the Designer, the Client Data or an exemption under GDPR applies).
12.6 The Parties will return or destroy (at shall pay the option and request Designer within 28 days of written demand the consequential costs necessarily incurred as a result of the disclosing Party) any Confidential Information belonging to the other Party in its possession or control.
12.7 The termination of this Agreement does not affect the accrued rights, remedies and obligations or liabilities of the Parties existing at termination. Nor shall it affect the continuation in force of any provision of this Agreement that is expressly or by implication intended to continue in force after termination.
12.8 If GBG terminates this Agreement during the Initial Period following a breach of this Agreement by the Client the Client agrees to pay GBG the Charges due, if any, for the remaining part 8.7 Termination of the Initial Period in accordance with clause 12.4Contract shall be without prejudice to any other rights and remedies of the parties under other provisions of the Contract or otherwise at common law.
Appears in 1 contract
Suspension and Termination. 12.1 11.1 GBG may suspend all or part of the Service immediately and without notice in the event that the Client breaches has, or GBG acting reasonably suspects that the Client has committed a material breach of any term of this Agreement.
12.2 11.2 Either Party may terminate this Agreement by giving to the other at least 90 days' prior written notice to the other of such termination to take effect on the expiry of the Initial Period (or on the expiry of a Renewal Period)termination.
12.3 11.3 Either Party may terminate this Agreement (or, if GBG wishwishes, part of it) on immediate notice in writing to the other if any of the following applies:
(a) the other Party commits a material or persistent breach of this Agreement, which is capable of remedy, and it fails to remedy the breach within 10 Business Days of a written notice to do so. A breach shall be capable of remedy if the Party in breach can comply with the provision in question in all respects other than as to the time of performance;
(b) the other Party commits a material or persistent breach of this Agreement which cannot be remedied;
(c) any meeting of creditors of the other Party is held or any arrangement or composition with or for the benefit of its creditors (including where the directors of a company (other than one which is in administration or being wound up) may make a proposal to the company and to its creditors for a composition in satisfaction of its debts or a scheme of arrangement of its affairs) is proposed or entered into by or in relation to the other Party (other than for the purpose of a bona fide solvent re-construction, re-organisation or amalgamation);
(d) the other Party ceases or threatens to cease carrying on business or is or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Xxx 0000 or other applicable legislation;
(e) a nominee, supervisor, receiver, administrator, administrative receiver or liquidator is appointed in respect of the other Party or any encumbrancer takes possession of, or any distress, lien, execution or other process is levied or enforced (and is not discharged within seven days) upon, the assets of the other Party;
(f) an order is made for the bankruptcy or winding-up of the other Party or a resolution for its winding up is passed;
(g) a notice of intention to appoint an administrator is filed with the court or served on any creditor of the other Party;
(h) an application for an administration order is issued at court in respect of the other Party;
(i) a meeting is convened for the purpose of considering a resolution for the winding up of the other Party or the making of an application for an administration order or the dissolution of the other Party; or
(cj) if the other Party becomes the subject any event analogous to any of a petition clauses 11.3(c)to (i) above occurs in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditorsjurisdiction.
12.4 When this Agreement terminates 11.4 Upon termination of the Agreement, the Client will:
(a) cease using the Service or in the case where access to a specific part of the Service has been terminated cease to use the specified part of the Service; and
(b) promptly pay any outstanding and unpaid invoices due for the Service whether the invoice was submitted before or after the termination of this Agreement.
12.5 11.5 Upon termination of the Agreement, GBG will cease using Client Data (and any copies of it) and shall arrange for its safe return or destruction as shall be required by the Client (unless any relevant Privacy and Data Protection Requirements require European Union, Member States and/or UK Law requires storage of any Personal Data contained within the Client Data or an exemption under GDPR applies).
12.6 The 11.6 Upon termination of the Agreement, the Parties will return or destroy (at the option and request of the disclosing Party) any Confidential Information belonging to the other Party in its possession or control.
12.7 11.7 The termination of this Agreement does not affect the accrued rights, remedies and obligations or liabilities of the Parties existing at termination. Nor shall it affect the continuation in force of any provision of this Agreement that is expressly or by implication intended to continue in force after termination.
12.8 If GBG terminates this Agreement during the Initial Period following a breach of this Agreement by the Client the Client agrees to pay GBG the Charges due, if any, for the remaining part of the Initial Period in accordance with clause 12.4.
Appears in 1 contract
Samples: Data Services Agreement
Suspension and Termination. 12.1 11.1. GBG may suspend all or part of the Service immediately and without notice in the event that the Client breaches Customer has or GBG acting reasonably suspects that the Client has Customer has, committed a material breach of any term of this the Agreement.
12.2 11.2. Either Party may terminate this the Agreement by giving to the other at least 90 days' ’ prior written notice to the other of such termination to take effect on the expiry of the Initial Period (or on the expiry of a Renewal Period)notice.
12.3 11.3. Either Party may terminate this the Agreement (or, if GBG wishwishes, part of it) on immediate notice in writing to the other if any of the following applies:
(a) the other Party commits a material or persistent breach of this the Agreement, which is capable of remedy, and it fails to remedy the breach within 10 Business Days of a written notice to do so. A breach shall be capable of remedy if the Party in breach can comply with the provision in question in all respects other than as to the time of performance;
(b) the other Party commits a material or persistent breach of this the Agreement which cannot be remedied;
(c) any meeting of creditors of the other Party is held or any arrangement or composition with or for the benefit of its creditors (including where the directors of a company (other than one which is in administration or being wound up) may make a proposal to the company and to its creditors for a composition in satisfaction of its debts or a scheme of arrangement of its affairs) is proposed or entered into by or in relation to the other Party (other than for the purpose of a bona fide solvent re-construction, re-organisation or amalgamation);
(d) the other Party ceases or threatens to cease carrying on business or is or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Xxx 0000 or other applicable legislation;
(e) a nominee, supervisor, receiver, administrator, administrative receiver or liquidator is appointed in respect of the other Party or any encumbrancer takes possession of, or any distress, lien, execution or other process is levied or enforced (and is not discharged within seven days) upon, the assets of the other Party;
(f) an order is made for the bankruptcy or winding-up of the other Party or a resolution for its winding up is passed;
(g) a notice of intention to appoint an administrator is filed with the court or served on any creditor of the other Party;
(h) an application for an administration order is issued at court in respect of the other Party;
(i) a meeting is convened for the purpose of considering a resolution for the winding up of the other Party or the making of an application for an administration order or the dissolution of the other Party; or
(cj) if the other Party becomes the subject any event analogous to any of a petition clauses 11.3(c) to (i) above occurs in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditorsjurisdiction.
12.4 11.4. When this the Agreement terminates all rights granted to Customer under the Client willAgreement in connection with the Service shall cease and the Customer shall:
(a) cease using the Service or in the case where access to a specific part of the Service has been terminated cease to use the specified part of the Service;
(b) immediately destroy or return to GBG (at the GBG’s option) all copies of the Documentation then in its possession, custody or control and, in the case of destruction, certify to GBG that it has done so; and
(bc) promptly pay any outstanding and unpaid invoices due for the Service to GBG whether the invoice was submitted before or after the termination of this the Agreement.
12.5 GBG will cease using Client Data (and any copies of it) and shall arrange for its safe return or destruction as shall be required by 11.5. When the Client (unless any relevant Privacy and Data Protection Requirements require storage of any Personal Data contained within Agreement terminates the Client Data or an exemption under GDPR applies).
12.6 The Parties will return or destroy (at the option and request of the disclosing Party) any Confidential Information belonging to the other Party in its possession or control.
12.7 11.6. The termination of this the Agreement does not affect the accrued rights, remedies and obligations or liabilities of the Parties existing at termination. Nor shall it affect the continuation in force of any provision of this the Agreement that is expressly or by implication intended to continue in force after termination.
12.8 If GBG terminates this Agreement during the Initial Period following a breach of this Agreement by the Client the Client agrees to pay GBG the Charges due, if any, for the remaining part of the Initial Period in accordance with clause 12.4.
Appears in 1 contract
Samples: General Terms and Conditions
Suspension and Termination. 12.1 GBG may suspend all or part of the Service immediately and without notice in the event that the Client breaches or GBG reasonably suspects that the Client has committed a material breach of any term of this Agreement.
12.2 Either Party UOP may terminate this Agreement by giving at least 90 days' prior written immediately upon notice to Company upon the other occurrence of such termination to take effect on the expiry of the Initial Period (or on the expiry of a Renewal Period).
12.3 Either Party may terminate this Agreement (or, if GBG wish, part of it) on immediate notice in writing to the other if any of the following applies:
events: (a) the other Party commits a material Company fails to perform or persistent breach breaches any of its obligations and covenants under this Agreement, which is capable of remedy, and it fails to remedy the breach within 10 Business Days of a such default continues for more than sixty (60) calendar days after written notice specifying the failure to do so. A perform or breach shall (unless such breach is determined to be capable incapable of remedy if the Party cure, determined in breach can comply with the provision UOP's sole discretion, in question in all respects other than as to the time of performance;
which case termination is effective immediately); (b) the other Party commits a material or persistent breach Company fails to make any payment hereunder due within five (5) calendar days after written notice of such non-payment; (c) attempted assignment of this Agreement by Company or any rights hereunder without UOP’s prior written consent, which cannot be remediedincludes a sale or transfer of substantially all of Company’s assets, a majority interest in its voting stock, or a merger or consolidation with one or more entities; or
(cd) if Company experiences one or more of the other Party becomes of the subject following insolvency-related circumstances: (i) it ceases to function as a going concern or to conduct its operations in the normal course of business (including an inability to meet obligations as they mature), (ii) a petition in receiver is appointed for its assets, (iii) bankruptcy or any other proceeding relating to insolvencyinsolvency proceedings are brought by or against it, receivership, liquidation or (iv) it makes an assignment for the benefit of creditors.
12.4 When ; (e) Company violates the law or any of its owners, officers, principals, members or partners is indicted or convicted on charges of felony, conversion, embezzlement or any morally reprehensible act which could, in UOP’s sole discretion, adversely impact UOP; or (f) Company engages in any conduct or practice which, in UOP’s sole discretion, is or could be detrimental or harmful to the good name, goodwill and reputation of UOP or products. Termination does not affect any debt, claim, or cause of action accruing to any Party against the other before the termination. The rights of termination provided in this clause are not exclusive of other remedies that a Party may be entitled to under this Agreement terminates or in law or equity, including, without limitation, payment for services performed and for losses sustained for materials, tools, construction equipment and machinery, reasonable overhead, profit, and applicable damages. UOP may suspend performance of any services under this Agreement at Company’s expense if UOP determines that performance at Company’s Site may violate the Client willlaw and/or cause a safety, security, or health risk. After any termination under this clause, neither Party will have any further rights or obligations under this Agreement except:
(ai) cease using the Service or in the case where access Company will remain liable under this Agreement for any amounts accrued prior to a specific part of the Service has been terminated cease to use the specified part of the Servicetermination; and
(bii) promptly pay the restrictions on use, copying and disclosure of Proprietary Information under clause 6 and the liability limitations in clause 12 will remain in effect. Notwithstanding the foregoing, if Company cancels this Agreement or any outstanding and unpaid invoices due for portion thereof, it will owe a cancellation fee equal to the Service whether the invoice was submitted before or after the termination of total Price under this Agreement.
12.5 GBG will cease using Client Data (and any copies of it) and shall arrange for its safe return or destruction as shall be required by the Client (unless any relevant Privacy and Data Protection Requirements require storage of any Personal Data contained within the Client Data or an exemption under GDPR applies).
12.6 The Parties will return or destroy (at the option and request Agreement of the disclosing Partyproduct(s) any Confidential Information belonging to the other Party in its possession or controlquestion.
12.7 The termination of this Agreement does not affect the accrued rights, remedies and obligations or liabilities of the Parties existing at termination. Nor shall it affect the continuation in force of any provision of this Agreement that is expressly or by implication intended to continue in force after termination.
12.8 If GBG terminates this Agreement during the Initial Period following a breach of this Agreement by the Client the Client agrees to pay GBG the Charges due, if any, for the remaining part of the Initial Period in accordance with clause 12.4.
Appears in 1 contract
Samples: Sales Contracts
Suspension and Termination. 12.1 16.1. GBG may suspend all or part of the Service immediately and without notice in the event that the Client Reseller or any of its Reseller End Users breaches or GBG acting reasonably suspects that the Client Reseller has or any of its Reseller End Users have committed a material breach of any term of this Agreement.
12.2 16.2. Either Party may terminate this Agreement by giving at least 90 days' prior written notice to the other of such termination to take effect on the expiry of the Initial Period (or on the expiry of a Renewal Period).
12.3 16.3. Either Party may terminate this Agreement (or, if GBG wish, part of it) on immediate notice in writing to the other if any of the following applies:
(a) the other Party commits a material or persistent breach of this Agreement, which is capable of remedy, and it fails to remedy the breach within 10 Business Days of a written notice to do so. A breach shall be capable of remedy if the Party in breach can comply with the provision in question in all respects other than as to the time of performance;
(b) the other Party commits a material or persistent breach of this Agreement which cannot be remedied;
(c) any meeting of creditors of the other Party is held or any arrangement or composition with or for the benefit of its creditors (including where the directors of a company (other than one which is in administration or being wound up) may make a proposal to the company and to its creditors for a composition in satisfaction of its debts or a scheme of arrangement of its affairs) is proposed or entered into by or in relation to the other Party (other than for the purpose of a bona fide solvent re-construction, re-organisation or amalgamation);
(d) the other Party ceases or threatens to cease carrying on business or is or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Xxx 0000 or other applicable legislation;
(e) a nominee, supervisor, receiver, administrator, administrative receiver or liquidator is appointed in respect of the other Party or any encumbrancer takes possession of, or any distress, lien, execution or other process is levied or enforced (and is not discharged within seven days) upon, the assets of the other Party;
(f) an order is made for the bankruptcy or winding-up of the other Party or a resolution for its winding up is passed;
(g) a notice of intention to appoint an administrator is filed with the court or served on any creditor of the other Party;
(h) an application for an administration order is issued at court in respect of the other Party;
(i) a meeting is convened for the purpose of considering a resolution for the winding up of the other Party or the making of an application for an administration order or the dissolution of the other Party; or
(j) any event analogous to any of clauses 16.3 (c) if the other Party becomes the subject of a petition to (i) above occurs in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditorsjurisdiction.
12.4 16.4. When this Agreement terminates the Client will:terminates
(a) the Reseller will: • cease using the Service and procure that all of its Reseller End Users cease using the Service, or in the case where access to a specific part of the Service has been terminated cease to use the specified part of the Service; and
(b) and • promptly pay any outstanding and unpaid invoices due for the Service whether the invoice was submitted before or after the termination of this Agreement.
12.5 (b) GBG will cease using Client Reseller End User Data (and any copies of it) and shall arrange for its safe return or destruction as shall be required by the Client Reseller or Reseller End User (unless any relevant Privacy and Data Protection Requirements require European Union, Member States and/or UK Law requires storage of any Personal Data contained within the Client Reseller End User Data or an exemption under GDPR applies).
12.6 The 16.5. When this Agreement terminates the Parties will return or destroy (at the option and request of the disclosing Party) any Confidential Information belonging to the other Party in its possession or control.
12.7 16.6. The termination of this Agreement does not affect the accrued rights, remedies and obligations or liabilities of the Parties existing at termination. Nor shall it affect the continuation in force of any provision of this Agreement that is expressly or by implication intended to continue in force after termination.
12.8 16.7. If GBG terminates this Agreement during the Initial Period following a breach of this Agreement by the Client Reseller, the Client Reseller agrees to pay GBG the Charges due, if any, for the remaining part of the Initial Period in accordance with clause 12.416.4.
Appears in 1 contract
Samples: Reseller Agreement
Suspension and Termination. 12.1 GBG may suspend all 7.1 At the date of suspension or part of the Service immediately and without notice in the event that the Client breaches or GBG reasonably suspects that the Client has committed a material breach of any term termination of this AgreementAgreement for whatever reason any Certification granted under this Agreement shall immediately cease to be valid.
12.2 7.2 Either Party party may terminate this Agreement by giving at least 90 days' prior written days notice in writing to the other of such termination to take effect on the expiry of the Initial Period (or on the expiry of a Renewal Period)other.
12.3 7.3 ICECON may immediately suspend any Certification granted or terminate the Agreement due to unsatisfactory performance, unsatisfactory results in meeting requirements of re-examination, unsatisfactory quality system or non-conformance with any part of this Agreement.
7.4 Either Party party may terminate this the Agreement (or, if GBG wish, part of it) on immediate forthwith by notice in writing to the other if any the other:
7.4.1 commits a breach of the following applies:
(a) Agreement which, in the other Party commits case of a material or persistent breach of this Agreement, which is capable of remedy, and it fails to remedy shall not have been remedied within 14 days of the receipt by the other of a notice from the innocent party identifying the breach within 10 Business Days of a written notice and requiring its remedy;
7.4.2 is unable to do so. A breach shall be capable of remedy if the Party in breach can comply with the provision in question in all respects pay its debts or enters into compulsory or voluntary liquidation (other than as for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the time obligations of performance;
(bthe relevant party under the Contract) or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrator appointed or ceases for any reason to carry on business or takes or suffers any similar action which in the opinion of the party giving notice means that the other Party commits a material or persistent breach of this Agreement which cannot may be remedied; or
(c) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating unable to insolvency, receivership, liquidation or assignment for the benefit of creditorspay its debts.
12.4 When this 7.5 Once the Agreement terminates has been accepted, the Client will:Supplier will be liable for costs incurred and committed until the date of termination.
(a) cease using the Service 7.6 Suspension or in the case where access to a specific part termination of the Service has been terminated cease to use the specified part of the Service; and
(b) promptly pay any outstanding and unpaid invoices due Agreement for the Service whether the invoice was submitted before or after the termination of this Agreement.
12.5 GBG will cease using Client Data (and any copies of it) and whatever reason shall arrange for its safe return or destruction as shall be required by the Client (unless any relevant Privacy and Data Protection Requirements require storage of any Personal Data contained within the Client Data or an exemption under GDPR applies).
12.6 The Parties will return or destroy (at the option and request of the disclosing Party) any Confidential Information belonging to the other Party in its possession or control.
12.7 The termination of this Agreement does not affect the accrued rights, remedies and obligations or liabilities rights of the Parties existing parties arising in any way out of the Agreement as at terminationthe date of suspension or termination and, in particular, but without limitation, the right to recover damages against the other. Nor The provisions of sub- clauses 2.9, 3.4, 6.2, 6.3, 6.4, 6.6, 6.7 and 14 shall it affect the continuation in force of survive any provision of this Agreement that is expressly or by implication intended to continue in force after termination.
12.8 If GBG terminates this Agreement during the Initial Period following a breach of this Agreement by the Client the Client agrees to pay GBG the Charges due, if any, for the remaining part of the Initial Period in accordance with clause 12.4.
Appears in 1 contract
Suspension and Termination. 12.1 GBG may Either Party shall be entitled at any time to suspend or terminate this Agreement, immediately by giving written notice to the other Party if:
(a) the other Party becomes Insolvent;
(b) the other Party ceases or there is a reasonable likelihood of it ceasing to carry on all or a material part of its business, except for the Service immediately and without notice in purpose of a bona-fide reconstruction, amalgamation, reorganisation, merger or consolidation;
(c) the event that other Party suffers any breach, suspension, withdrawal or termination of any governmental, regulatory and/or any other third party licences, authorisations, approvals, consents or permits required to operate its business;
(d) the Client breaches or GBG reasonably suspects that the Client has committed other Party commits a material breach of this Agreement which is not capable of remedy or, if remediable, is not remedied to the non-defaulting Party’s reasonable satisfaction within ten (10) Business Days of service of a notice requiring such remedy; and
(e) if required to do so by Law or any term of this AgreementRegulatory Authority or under any applicable licence.
12.2 Either Party may terminate this Agreement at any time by giving the other Party at least 90 thirty (30) days' prior ’ written notice to the other of such termination to take effect on the expiry of the Initial Period (or on the expiry of a Renewal Period)termination.
12.3 Either Party Notwithstanding anything to the contrary in this Agreement, Nium may terminate this Agreement (or, if GBG wish, part of it) on immediate notice in writing to the other if any of the following appliesimmediately if:
(a) the results of any “know your customer” or other Party commits a material similar checks or persistent breach of this Agreementscreenings under applicable laws or regulations conducted on the Client or in connection with any transactions are unsatisfactory or if Nium reasonably determines that continuing to provide the Service could cause reputational, which is capable of remedyregulatory, and it fails financial or other harm to remedy the breach within 10 Business Days of a written notice to do so. A breach shall be capable of remedy if the Party in breach can comply with the provision in question in all respects other than as to the time of performance;Nium; or
(b) the other Party commits a material Client has breached Section 3.3.
12.5 Nium may suspect the Client’s access to any of the Services without notice pursuant to any proprietary fraud and risk modelling used by Xxxx when assessing the risk associated with the Client’s use of the Services.
12.6 Upon the termination or persistent breach expiry of this Agreement which cannot be remediedAgreement, the Parties shall: (a) immediately discontinue use of the Services; or
(b) remove any reference to the other from any websites, software applications, marketing or advertising materials; (c) if return and/or destroy any Confidential Information in accordance with the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
12.4 When this Agreement terminates the Client will:
(a) cease using the Service or in the case where access to a specific part of the Service has been terminated cease to use the specified part of the Service; and
(b) promptly pay any outstanding and unpaid invoices due for the Service whether the invoice was submitted before or after the termination terms of this Agreement.
12.5 GBG will cease using ; (d) with respect to any remaining Client Data Liquidity held in the Clearing Account (“Remaining Balance”), Nium shall, within thirty (30) days of receipt of such written payment instructions from the Client and subject to satisfactory due diligence checks, initiate the refund or request Nium to initiate a refund of the Remaining Balance (less all amounts owed to Nium under this Agreement, applicable bank charges, taxes and any copies of itthird-party fees) and shall arrange for its safe return or destruction as shall be required by to the Client (unless any relevant Privacy and Data Protection Requirements require storage of any Personal Data contained within “Refund”). Where foreign currency conversion is required, Nium shall apply the Client Data or an exemption under GDPR applies).
12.6 The Parties will return or destroy (prevailing exchange rate at the option and request of the disclosing Party) any Confidential Information belonging to the other Party in its possession or controltime such Refund is made.
12.7 The termination Termination of this Agreement does Agreement, for any reason, shall not affect the accrued rights, remedies and remedies, obligations or liabilities of the Parties existing at termination. Nor shall it affect the continuation in force of any provision of this Agreement that is expressly or by implication intended to continue in force after termination.
12.8 If GBG terminates this Agreement during the Initial Period following a breach of this Agreement by the Client the Client agrees to pay GBG the Charges due, if any, for the remaining part of the Initial Period in accordance with clause 12.4.
Appears in 1 contract
Samples: Nium Services Agreement
Suspension and Termination. 12.1 GBG may suspend all or part of the Service immediately and without notice in the event that the Client breaches or GBG reasonably suspects that the Client has committed a material breach of any term of this Agreement.
12.2 18.1. Either Party may shall be entitled at its discretion to terminate this or cancel the Agreement or suspend the performance of its obligations under the Agreement in whole or in part by giving at least 90 days' prior means of written notice to the other of such termination to take effect on Party in the expiry of the Initial Period (or on the expiry of a Renewal Period).
12.3 Either Party may terminate this Agreement (or, if GBG wish, part of it) on immediate notice in writing to the other if any of the following applies:event:
(a) the other Party commits files a material voluntary petition in bankruptcy or persistent breach of this Agreementany voluntary proceeding relating to insolvency, which is capable of remedyreceivership, and it fails to remedy liquidation, assignment for the breach within 10 Business Days of a written notice to do so. A breach shall be capable of remedy if the Party in breach can comply with the provision in question in all respects other than as to the time of performancebenefit or creditors or similar proceeding;
(b) the other Party commits a material or persistent breach of this Agreement which cannot be remedied; or
(c) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or liquidation, assignment for the benefit of creditors.
12.4 When this Agreement terminates the Client will:creditors or similar proceeding;
(ac) cease using the Service an attachment in execution is made on all or in the case where access to a specific an important part of the Service has been terminated other Party’s assets;
(d) the other party ceases or threatens to cease to use carry on business in the specified part of the Service; andordinary course;
(be) promptly pay any outstanding and unpaid invoices due for the Service whether the invoice was submitted before or after the termination of this Agreement.
12.5 GBG will cease using Client Data (and any copies of it) and shall arrange for its safe return or destruction as shall be required by the Client (unless any relevant Privacy and Data Protection Requirements require storage of any Personal Data contained within the Client Data or an exemption under GDPR applies).
12.6 The Parties will return or destroy (at the option and request of the disclosing Party) any Confidential Information belonging to the other Party party is in its possession or control.
12.7 The termination of this Agreement does not affect the accrued rights, remedies and obligations or liabilities of the Parties existing at termination. Nor shall it affect the continuation in force of any provision of this Agreement that is expressly or by implication intended to continue in force after termination.
12.8 If GBG terminates this Agreement during the Initial Period following a material breach of this Agreement and that breach (a) is not capable of being cured, or (b) if capable of being cured, remains uncured for 10 days after written notice of the breach, or any longer period as explicitly granted by Purchaser in such notice. For purposes of this article 18.1 (e), any breach of articles 3, 7, 10, 11, 12, 13, 18.2, 19 and 21.1 will, without limitation, be deemed a material breach that is incapable of cure.
18.2. Supplier shall inform Purchaser as soon as reasonably possible of any change of Control or sale of all or substantially all of its assets with respect to Supplier. Purchaser shall have the Client right to terminate the Client agrees Agreement in case of a change of Control with respect to pay GBG Supplier within six (6) months after having been notified of such change of Control by Supplier. Furthermore, Purchaser has the Charges dueright to terminate the Agreement immediately in writing if Supplier threatens to become the subject of a petition in bankruptcy or any proceeding relating to insolvency, if anyreceivership, liquidation, assignment for the remaining part benefit of the Initial Period in accordance with clause 12.4creditors or similar proceeding.
Appears in 1 contract
Samples: General Terms of Purchase
