Terminating contracts. 12.1 The Client may terminate this Agreement at any time by giving Moneycorp one (1) month’s Written notice. Any notice of termination given pursuant to this clause shall be subject to any Contract which has not been settled, closed or terminated prior to the termination date specified in the Written notice of termination. 12.2 Moneycorp may terminate this Agreement at any time by giving the Client two (2) months’ Written notice. Any notice of termination given pursuant to this clause shall be subject to any Contract which has not been settled, closed or terminated prior to the termination date specified in the Written notice of termination. 12.3 Moneycorp may terminate this Agreement or any Contract(s) with immediate effect by giving notice to the Client explaining Moneycorp’s reasons for such termination, except pursuant to clause 12.3.8 where Moneycorp may be unable to disclose its reasons for termination, if: 12.3.1 the Client fails to provide Moneycorp with material information when required or any information that the Client provides is in Moneycorp’s reasonable determination materially incorrect or misleading; or 12.3.2 the Client fails to make any payment to Moneycorp when due; or 12.3.3 the Client fails to provide sufficient Margin or additional Margin required to be provided strictly when required under the terms of this Agreement; or 12.3.4 the Client otherwise commits a material breach of this Agreement or the Contract in question (in respect of termination of that Contract) and (if such breach is remediable) fails to remedy that breach within a reasonable period of time after being notified in Writing to do so; or 12.3.5 Moneycorp reasonably determines that the Client will be unable to fulfil the Client’s obligations under any Contract; or 12.3.6 on the occurrence of a Force Majeure Event, for Moneycorp to continue any Contract would expose Moneycorp to a liability against which Moneycorp is not protected; or 12.3.7 Moneycorp suspects fraud; or 12.3.8 Moneycorp is required to do so on the instruction of any law enforcement or regulatory agency or other body with appropriate authority (in which case Moneycorp may retain or otherwise deal with all or any of the Client’s money as Moneycorp is required to do so by such agency or body); or 12.3.9 the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 570 of the Companies Xxx 0000; or 12.3.10 the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; or 12.3.11 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with, the winding up of the Client other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; or 12.3.12 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Client; or 12.3.13 a creditor or encumberancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied, or enforced on or sued against the whole or any part of the Client’s assets and such attachment or process is not discharged within fourteen (14) days; or 12.3.14 the holder of a qualifying floating charge over the assets of the Client has become entitled to appoint or has appointed an administrative receiver; or 12.3.15 a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the assets of the Client; or 12.3.16 any event occurs, or proceeding is taken, with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 12.3.9 to 12.3.15 (inclusive); or 12.3.17 the Client suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or 12.3.18 the Client commits a breach of clauses 10.1 or 10.2 or if Moneycorp reasonably suspects the Client of a breach of clauses 10.1 or 10.2; or 12.3.19 the withdrawal of any government, state or federal authority approval, or the imposition of any law or regulation, means that this Agreement or any Contract is substantially unable to be performed in the manner contemplated; or 12.3.20 subject to 12.3.21, any representation, warranty or statement made or deemed
Appears in 1 contract
Samples: Account Agreement
Terminating contracts. 12.1 The Client Either Party may terminate this Agreement at any time by giving Moneycorp one the other Party no fewer than sixty (160) month’s days’ Written notice. Any notice of termination given pursuant to this clause shall be subject to any Contract which has not been settled, closed or terminated prior to the termination date specified in the Written notice of termination.
12.2 Moneycorp may terminate this Agreement at any time by giving the Client two (2) months’ Written notice. Any notice of termination given pursuant to this clause shall be subject to any Contract which has not been settled, closed or terminated prior to the termination date specified in the Written notice of termination.
12.3 Moneycorp may terminate this Agreement or any Contract(s) with immediate effect by giving notice to the Client explaining Moneycorp’s reasons for such termination, except pursuant to clause 12.3.8 where Moneycorp may be unable to disclose its reasons for termination, if:
12.3.1 12.2.1 the Client fails to provide Moneycorp with material information when required or any information that the Client provides is in Moneycorp’s reasonable determination materially incorrect or misleading; or
12.3.2 12.2.2 the Client fails to make any payment to Moneycorp when due; or
12.3.3 12.2.3 the Client fails to provide sufficient Margin or additional Margin required to be provided strictly when required under the terms of this Agreement; or
12.3.4 12.2.4 the Client otherwise commits a material breach of this Agreement or the Contract in question (in respect of termination of that Contract) and (if such breach is remediable) fails to remedy that breach within a reasonable period of time after being notified in Writing to do so; or
12.3.5 12.2.5 Moneycorp reasonably determines that the Client will be unable to fulfil the Client’s obligations under any Contract; or
12.3.6 12.2.6 on the occurrence of a Force Majeure Event, for Moneycorp to continue any Contract would expose Moneycorp to a liability against which Moneycorp is not protected; or
12.3.7 12.2.7 Moneycorp suspects fraud; or
12.3.8 12.2.8 Moneycorp is required to do so on the instruction of any law enforcement or regulatory agency or other body with appropriate authority (in which case Moneycorp may retain or otherwise deal with all or any of the Client’s money as Moneycorp is required to do so by such agency or body); or
12.3.9 12.2.9 the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 570 123 of the Companies Insolvency Xxx 0000; or
12.3.10 12.2.10 the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; or
12.3.11 12.2.11 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with, the winding up of the Client other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; or
12.3.12 12.2.12 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Client; or
12.3.13 12.2.13 a creditor or encumberancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied, or enforced on or sued against the whole or any part of the Client’s assets and such attachment or process is not discharged within fourteen (14) days; orfourteen
12.3.14 12.2.14 the holder of a qualifying floating charge over the assets of the Client has become entitled to appoint or has appointed an administrative receiver; or
12.3.15 12.2.15 a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the assets of the Client; or
12.3.16 12.2.16 any event occurs, or proceeding is taken, with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 12.3.9 to 12.3.15 (inclusive); orclauses
12.3.17 12.2.17 the Client suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
12.3.18 12.2.18 the Client commits a breach of clauses 10.1 or 10.2 or if Moneycorp reasonably suspects the Client of a breach of clauses 10.1 or 10.2; or
12.3.19 12.2.19 the withdrawal of any government, state or federal authority approval, or the imposition of any law or regulation, means that this Agreement or any Contract is substantially unable to be performed in the manner contemplated; or 12.3.20 subject to 12.3.21, or
12.2.20 any representation, warranty or statement made or deemeddeemed to be made by the Client under this Agreement or a Contract is or proves to have been incorrect or misleading in any material respect when made or deemed to be made and the circumstances giving rise to such fact are not remedied within seven (7) days; or
12.2.21 Moneycorp believes at its discretion that there has been a material adverse change in the Client’s financial condition, business prospects or trading performance or those of any person providing any credit support in respect of the Client’s obligations or any of the events set out in paragraphs 12.2.9 to 12.2.16 inclusive occurs in respect of any such person.
12.3 In the event of a termination under clause 12, any or all Contracts will be treated as being part of a single Contract and Moneycorp will net-off the gains and losses on all Contracts to determine a single net sum owing by the Client to Moneycorp or by Moneycorp to the Client (as the case may be) as a result of such netting-off.
12.4 Termination of this Agreement or any Contract, for whatever cause, shall be without prejudice to the rights of either Party accrued prior thereto, including without limitation any right to payment of any sum and any right to xxx in respect of any antecedent breach of this Agreement or any
Appears in 1 contract
Terminating contracts. 12.1 The Client may terminate this Agreement at any time by giving Moneycorp one (1) month’s Written notice. Any notice of termination given pursuant to this clause shall be subject to any Contract which has not been settled, closed or terminated prior to the termination date specified in the Written notice of termination.
12.2 Moneycorp may terminate this Agreement at any time by giving the Client two (2) months’ Written notice. Any notice of termination given pursuant to this clause shall be subject to any Contract which has not been settled, closed or terminated prior to the termination date specified in the Written notice of termination.
12.3 Moneycorp may terminate this Agreement or any Contract(s) with immediate effect by giving notice to the Client explaining Moneycorp’s reasons for such termination, except pursuant to clause 12.3.8 where Moneycorp may be unable to disclose its reasons for termination, if:
12.3.1 the Client fails to provide Moneycorp with material information when required or any information that the Client provides is in Moneycorp’s reasonable determination materially incorrect or misleading; or
12.3.2 the Client fails to make any payment to Moneycorp when due; or
12.3.3 the Client fails to provide sufficient Margin or additional Margin required to be provided strictly when required under the terms of this Agreement; or
12.3.4 the Client otherwise commits a material breach of this Agreement or the Contract in question (in respect of termination of that Contract) and (if such breach is remediable) fails to remedy that breach within a reasonable period of time after being notified in Writing to do so; or
12.3.5 Moneycorp reasonably determines that the Client will be unable to fulfil the Client’s obligations under any Contract; or
12.3.6 on the occurrence of a Force Majeure Event, for Moneycorp to continue any Contract would expose Moneycorp to a liability against which Moneycorp is not protected; or
12.3.7 Moneycorp suspects fraud; or
12.3.8 Moneycorp is required to do so on the instruction of any law enforcement or regulatory agency or other body with appropriate authority (in which case Moneycorp may retain or otherwise deal with all or any of the Client’s money as Moneycorp is required to do so by such agency or body); or
12.3.9 the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 570 123 of the Companies Xxx 0000Insolvency Act 1986; or
12.3.10 the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; or
12.3.11 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with, the winding up of the Client other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; or
12.3.12 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Client; or
12.3.13 a creditor or encumberancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied, or enforced on or sued against the whole or any part of the Client’s assets and such attachment or process is not discharged within fourteen (14) days; or
12.3.14 the holder of a qualifying floating charge over the assets of the Client has become entitled to appoint or has appointed an administrative receiver; or
12.3.15 a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the assets of the Client; or
12.3.16 any event occurs, or proceeding is taken, with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 12.3.9 to 12.3.15 (inclusive); or
12.3.17 the Client suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
12.3.18 the Client commits a breach of clauses 10.1 or 10.2 or if Moneycorp reasonably suspects the Client of a breach of clauses 10.1 or 10.2; or
12.3.19 the withdrawal of any government, state or federal authority approval, or the imposition of any law or regulation, means that this Agreement or any Contract is substantially unable to be performed in the manner contemplated; or 12.3.20 subject to 12.3.21, any representation, warranty or statement made or deemeddeemed to be made by the Client under this Agreement or a Contract is or is proven to have been incorrect or misleading in any material respect when made or deemed to be made and the circumstances giving rise to such fact are not remedied within seven (7) days;
Appears in 1 contract
Samples: Foreign Exchange Account Agreement
Terminating contracts. 12.1 The Client Either Party may terminate this Agreement at any time by giving Moneycorp one (1) month’s the other Party no fewer than 60 days’ Written notice. Any notice of termination given pursuant to this clause shall be subject to any Contract which has not been settled, closed or terminated prior to the termination date specified in the Written notice of termination.
12.2 Moneycorp may terminate this Agreement at any time by giving the Client two (2) months’ Written notice. Any notice of termination given pursuant to this clause shall be subject to any Contract which has not been settled, closed or terminated prior to the termination date specified in the Written notice of termination.
12.3 Moneycorp may terminate this Agreement or any Contract(s) with immediate effect by giving notice to the Client explaining Moneycorp’s reasons for such termination, except pursuant to clause 12.3.8 where Moneycorp may be unable to disclose its reasons for termination, if:
12.3.1 12.2.1 the Client fails to provide Moneycorp with material information when required or any information that the Client provides is in Moneycorp’s reasonable determination materially incorrect or misleading; or
12.3.2 12.2.2 the Client fails to make any payment to Moneycorp when due; or
12.3.3 12.2.3 the Client fails to provide sufficient Margin or additional Margin required to be provided strictly when required under the terms of this Agreement; or
12.3.4 12.2.4 the Client otherwise commits a material breach of this Agreement or the Contract in question (in respect of termination of that Contract) and (if such breach is remediable) fails to remedy that breach within a reasonable period of time after being notified in Writing to do so; or
12.3.5 12.2.5 Moneycorp reasonably determines that the Client will be unable to fulfil the Client’s obligations under any Contract; or
12.3.6 12.2.6 on the occurrence of a Force Majeure Event, for Moneycorp to continue any Contract would expose Moneycorp to a liability against which Moneycorp is not protected; or
12.3.7 12.2.7 Moneycorp suspects fraud; or
12.3.8 12.2.8 Moneycorp is required to do so on the instruction of any law enforcement or regulatory agency or other body with appropriate authority (in which case Moneycorp may retain or otherwise deal with all or any of the Client’s money as Moneycorp is required to do so by such agency or body); orto
12.3.9 12.2.9 the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 570 of the Companies Xxx 0000debts; or
12.3.10 12.2.10 the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; or
12.3.11 12.2.11 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with, the winding up of the Client other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; or
12.3.12 12.2.12 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Client; or
12.3.13 12.2.13 a creditor or encumberancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied, or enforced on or sued against the whole or any part of the Client’s assets and such attachment or process is not discharged within fourteen (14) 14 days; or
12.3.14 12.2.14 the holder of a qualifying floating charge over the assets of the Client has become entitled to appoint or has appointed an administrative receiver; or
12.3.15 12.2.15 a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the assets of the Client; or
12.3.16 12.2.16 any event occurs, or proceeding is taken, with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 12.3.9 12.2.9 to 12.3.15 12.2.15 (inclusive); or
12.3.17 12.2.17 the Client suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
12.3.18 12.2.18 the Client commits a breach of clauses 10.1 or 10.2 or if Moneycorp reasonably suspects the Client of a breach of clauses 10.1 or 10.2; or
12.3.19 12.2.19 the withdrawal of any government, state or federal authority approval, or the imposition of any law or regulation, which means that this Agreement or any Contract is substantially unable to be performed in the manner contemplated; or 12.3.20 subject to 12.3.21, or
12.2.20 any representation, warranty or statement made or deemeddeemed to be made by the Client under this Agreement or a Contract is or proves to have been incorrect or misleading in any material respect when made or deemed to be made and the circumstances giving rise to such fact are not remedied within seven days; or
12.2.21 Moneycorp believes at its discretion that there has been a material adverse change in the Client’s financial condition, business prospects or trading performance or those of any person providing any credit support in respect of the Client’s obligations or any of the events set out in paragraphs 12.2.9 to 12.2.16 inclusive occurs in respect of any such person. In the event of a termination under clause 12, any or all Contracts will be treated as being part of a single Contract and Moneycorp will net-off the gains and losses on all Contracts to determine a single net sum owing by the Client to Moneycorp or by Moneycorp to the Client (as the case may be) as a result of such netting-off.
Appears in 1 contract
Samples: Foreign Exchange Account Agreement
Terminating contracts. 12.1 13.1 Moneycorp Bank may terminate this Agreement at any time by giving the Client no fewer than sixty (60) days’ Written notice. The Client may terminate this Agreement at any time by giving Moneycorp one Bank no fewer than twenty-eight (128) month’s Written notice. Any notice of termination given pursuant to this clause shall be subject to any Contract which has not been settled, closed or terminated prior to the termination date specified in the Written notice of termination.
12.2 Moneycorp may terminate this Agreement at any time by giving the Client two (2) monthsdays’ Written notice. Any notice of termination given pursuant to this clause shall be subject to any Contract which has not been settled, closed or terminated prior to the termination date specified in the Written notice of termination.
12.3 13.2 Moneycorp Bank may terminate this Agreement or any Contract(s) with immediate effect by giving notice to the Client explaining Moneycorp’s reasons for such termination, except pursuant to clause 12.3.8 where Moneycorp may be unable to disclose its reasons for termination, if:immediate
12.3.1 13.2.1 the Client fails to provide Moneycorp Bank with material information when required or any information that the Client provides is in MoneycorpMoneycorp Bank’s reasonable determination materially incorrect or misleading; or
12.3.2 13.2.2 the Client fails to make any payment to Moneycorp Bank when due; or
12.3.3 13.2.3 the Client fails to provide sufficient Margin or additional Margin required to be provided strictly when required under the terms of this Agreement; or
12.3.4 13.2.4 the Client otherwise commits a material breach of this Agreement or the Contract in question (in respect of termination of that Contract) and (if such breach is remediable) fails to remedy that breach within a reasonable period of time after being notified in Writing to do so; or
12.3.5 13.2.5 Moneycorp Bank reasonably determines that the Client will be unable to fulfil the Client’s obligations under any Contract; or
12.3.6 13.2.6 on the occurrence of a Force Majeure Event, for Moneycorp Bank to continue any Contract would expose Moneycorp Bank to a liability against which Moneycorp Bank is not protected; or
12.3.7 13.2.7 Moneycorp Bank suspects fraud; or
12.3.8 13.2.8 Moneycorp Bank is required to do so on the instruction of any law enforcement or regulatory agency or other body with appropriate authority (in which case Moneycorp Bank may retain or otherwise deal with all or any of the Client’s money as Moneycorp Bank is required to do so by such agency or body); or
12.3.9 13.2.9 the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 570 10 of the Companies Xxx 0000Insolvency Act 2011; or
12.3.10 13.2.10 the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; or
12.3.11 13.2.11 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with, the winding up of the Client other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; or
12.3.12 13.2.12 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Client; or
12.3.13 13.2.13 a creditor or encumberancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied, or enforced on or sued against the whole or any part of the Client’s assets and such attachment or process is not discharged within fourteen (14) days; or
12.3.14 13.2.14 the holder of a qualifying floating charge over the assets of the Client has become entitled to appoint or has appointed an administrative receiver; or
12.3.15 13.2.15 a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the assets of the Client; or
12.3.16 13.2.16 any event occurs, or proceeding is taken, with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 12.3.9 13.2.9 to 12.3.15 13.2.15 (inclusive); or
12.3.17 13.2.17 the Client suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
12.3.18 13.2.18 the Client commits a breach of clauses 10.1 11.1 or 10.2 11.2 or if Moneycorp Bank reasonably suspects the Client of a breach of clauses 10.1 11.1 or 10.211.2; or
12.3.19 13.2.19 the withdrawal of any government, state or federal authority approval, or the imposition of any law or regulation, means that this Agreement or any Contract is substantially unable to be performed in the manner contemplated; or 12.3.20 subject to 12.3.21, or
13.2.20 any representation, warranty or statement made or deemeddeemed to be made by the Client under this Agreement or a Contract is or proves to have been incorrect or misleading in any material respect when made or deemed to be made and the circumstances giving rise to such fact are not remedied within seven (7) days; or
13.2.21 Moneycorp Bank believes at its discretion that there has been a material adverse change in the Client’s financial condition, business prospects or trading performance or those of any person providing any credit support in respect of the Client’s obligations or any of the events set out in paragraphs 13.2.9 to 13.2.16 inclusive occurs in respect of any such person.
13.3 In the event of a termination under clause 13, any or all Contracts will be treated as being part of a single Contract and Moneycorp Bank will net-off the gains and losses on all Contracts to determine a single net sum owing by the Client to Moneycorp Bank or by Moneycorp Bank to the Client (as the case may be) as a result of such netting-off.
13.4 Termination of this Agreement or any Contract, for whatever cause, shall be without prejudice to the rights of either Party accrued prior thereto, including without limitation any right to payment of any sum and any right to sue in respect of any antecedent breach of this Agreement or any Contract, and termination shall not affect any provision of this Agreement or Contract which, in order to give full effect to its meaning, needs to survive such termination (and all such provisions shall survive such termination to the extent
13.5 Without prejudice to Moneycorp Bank’s rights under clause 4.3, in the event of termination of this Agreement or any Contract, Moneycorp Bank is entitled to terminate the Licence.
Appears in 1 contract
Samples: Account Agreement
Terminating contracts. 12.1 The Client may terminate this Agreement at any time by giving Moneycorp one (1) month’s Written notice. Any notice of termination given pursuant to this clause shall be subject to any Contract which has not been settled, closed or terminated prior to the termination date specified in the Written notice of termination.
12.2 Moneycorp may terminate this Agreement at any time by giving the Client two (2) months’ Written notice. Any notice of termination given pursuant to this clause shall be subject to any Contract which has not been settled, closed or terminated prior to the termination date specified in the Written notice of termination.
12.3 Moneycorp may terminate this Agreement or any Contract(s) with immediate effect by giving notice to the Client explaining Moneycorp’s reasons for such termination, except pursuant to clause 12.3.8 where Moneycorp may be unable to disclose its reasons for termination, if:
12.3.1 the Client fails to provide Moneycorp with material information when required or any information that the Client provides is in Moneycorp’s reasonable determination materially incorrect or misleading; or
12.3.2 the Client fails to make any payment to Moneycorp when due; or
12.3.3 the Client fails to provide sufficient Margin or additional Margin required to be provided strictly when required under the terms of this Agreement; or;
12.3.4 the Client otherwise commits a material breach of this Agreement or the Contract in question (in respect of termination of that Contract) and (if such breach is remediable) fails to remedy that breach within a reasonable period of time after being notified in Writing to do so; or
12.3.5 Moneycorp reasonably determines that the Client will be unable to fulfil the Client’s obligations under any Contract; or
12.3.6 on the occurrence of a Force Majeure Event, for Moneycorp to continue any Contract would expose Moneycorp to a liability against which Moneycorp is not protected; or
12.3.7 Moneycorp suspects fraud; or
12.3.8 Moneycorp is required to do so on the instruction of any law enforcement or regulatory agency or other body with appropriate authority (in which case Moneycorp may retain or otherwise deal with all or any of the Client’s money as Moneycorp is required to do so by such agency or body); or
12.3.9 if a Client, being a natural person, enters into an arrangement or composition with his creditors (including without limitation any arrangement under the Personal Insolvency Act 2012); or if a Protection Certificate is issued in respect of a Client under the Personal Insolvency Xxx 0000 or if he commits any act of bankruptcy; or
12.3.10 the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 570 of the Companies Xxx 0000; or
12.3.10 12.3.11 the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; or
12.3.11 12.3.12 a petition is filed, filed a notice is given, a resolution is passed, or an order is made, for or in connection with, the winding up of the Client other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; or
12.3.12 12.3.13 an application is made to court, or an order is made, for the appointment of an administrator, examiner or liquidator or if a notice of intention to appoint an administrator examiner or a liquidator is given or if an administrator examiner or a liquidator is appointed, over the Client; or
12.3.13 12.3.14 a creditor or encumberancer encumbrancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied, or enforced on or sued against the whole or any part of the Client’s assets and such attachment or process is not discharged within fourteen (14) days; or
12.3.14 12.3.15 the holder of a qualifying floating charge over the assets of the Client has become entitled to appoint or has appointed an administrative receiver; or
12.3.15 12.3.16 a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the assets of the Client; or
12.3.16 12.3.17 any event occurs, or proceeding is taken, with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 12.3.9 to 12.3.15 12.3.16 (inclusive); or
12.3.17 12.3.18 the Client suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
12.3.18 12.3.19 the Client commits a breach of clauses 10.1 or 10.2 or if Moneycorp reasonably suspects the Client of a breach of clauses 10.1 or 10.2; or
12.3.19 12.3.20 the withdrawal of any government, state or federal authority approval, or the imposition of any law or regulation, means that this Agreement or any Contract is substantially unable to be performed in the manner contemplated; or 12.3.20 or
12.3.21 subject to 12.3.2112.3.22, any representation, warranty or statement made or deemeddeemed to be made by the Client under this Agreement or a Contract is or is proven to have been incorrect or misleading in any material respect when made or deemed to be made and the circumstances giving rise to such fact are not remedied within seven (7) days;
12.3.22 the Client is in breach of the warranty provided at clause 3.12; or
12.3.23 Moneycorp believes at its discretion that there has been a material adverse change in the Client’s financial condition, business prospects or trading performance or those of any person providing any credit support in respect of the Client’s obligations or any of the events set out in paragraphs 12.3.9 to 12.3.17 inclusive occurs in respect of any such person.
12.4 In the event of a termination under clause 12, any or all Contracts will be treated as being part of a single Contract and Moneycorp will net- off the gains and losses on all Contracts to determine a single net sum owing by the Client to Moneycorp or by Moneycorp to the Client (as the case may be) as a result of such netting-off.
12.5 Termination of this Agreement or any Contract, for whatever cause, shall be without prejudice to the rights of either Party accrued prior thereto, including without limitation any right to payment of any sum and any right to xxx in respect of any antecedent breach of this Agreement or any Contract, and termination shall not affect any provision of this Agreement or Contract which, in order to give full effect to its meaning, needs to survive such termination (and all such provisions shall survive such termination to the extent necessary to give full effect to their meanings).
12.6 Without prejudice to Moneycorp’s rights under clause 3.3, in the event of termination of this Agreement or any Contract, Moneycorp is entitled to terminate the Licence.
Appears in 1 contract
Samples: Account Agreement
