Common use of TERMINATION AND CONSEQUENCES OF TERMINATION Clause in Contracts

TERMINATION AND CONSEQUENCES OF TERMINATION. 9.1 You may only cancel the Agreement (or any part of the Agreement) with our prior agreement in writing. 9.2 Without affecting any other right or remedy available to us, we may, without liability to you, terminate the Agreement, in whole or in part, with immediate effect by giving written notice if; you breach a warranty of the Agreement or fail to perform any obligation or requirement of the Agreement and, if capable of remedy, fail to remedy such breach within 14 days of written notice; or you fail to make a payment under this Agreement when due; or you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or (being a company or limited liability partnership) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986 or (being a partnership) have any partner to whom any of the foregoing apply; or you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with any of your creditors; or you apply to court for, or obtain, a moratorium under Part A1 of the Insolvency Xxx 0000; or a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up (being a company, limited liability partnership or partnership); or an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over you (being a company, partnership or limited liability partnership); or the holder of a qualifying floating charge over your assets (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver; or a person becomes entitled to appoint a receiver over all or any of your assets or a receiver is appointed over all or any of your assets; or a creditor or encumbrancer 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 your assets and such attachment or process is not discharged within 14 days; or any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in Condition 9.2(iii) to (xi) (inclusive); or you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business; or you have a change of control within the meaning of section 1124 of the Corporation Tax Xxx 0000. 9.3 In the event of termination in accordance with Conditions 9.1 or 9.2 or Condition 14.3, you will be liable to pay us for amounts due under the Agreement in respect of Services already performed and/or Goods delivered up to the date of cancellation or termination and additional charges may apply, which charges may include, but are not limited to: any sums which have been paid by us, or become payable as a result of the cancellation or termination, to our subcontractors and supply chain to procure all or any part of the Goods or Services; the cost of any work, materials and tooling incurred by us, including initial costs and preparatory expenses, used exclusively by us to supply the Goods and Services; any non-recurring engineering and project investment costs not paid by you under the Agreement that we are unable to recover; lost profits; the costs of settling and paying any losses, damages or claims that we suffer that arise out of the cancellation or termination of work; and reimbursement of any other reasonable and proper sums suffered or incurred by us solely in connection with or resulting from the cancellation or termination of the Agreement including, without limitation, overheads and profit we would have earned under the Agreement, together, the “Termination Charges”. 9.4 You shall pay all Termination Charges within thirty (30) days of the date of demand. Unless otherwise agreed in writing, the Termination Charges shall be exclusive of any taxes (including sales tax) or levies. 9.5 The termination and/or expiry of the Agreement howsoever arising is without prejudice to the rights, duties and liabilities either you or we accrued prior to termination and/or expiry. 9.6 The rights to terminate set out in this Agreement are the only rights of termination and any common law rights to terminate shall be excluded. 9.7 The conditions which expressly or impliedly have effect after termination and/or expiry will continue to be enforceable notwithstanding termination and/or expiry.

TERMINATION AND CONSEQUENCES OF TERMINATION. 9.1 You may only cancel the Agreement (or any part 12.1 Either of the Shareholders hereto ("the Terminating Shareholder") shall without prejudice to any other rights be entitled to terminate this Agreement forthwith by 1 months prior written notice (a "Termination Notice") in the event of the other Shareholder the ("Receiving Shareholder"):- 12.1.1 committing a breach of any of the terms hereof which is material having regard to all relevant circumstances including without limitation, the nature of the relationship between the parties and the need for each party to maintain the confidence of the other, the nature of the breach (and in particular whether it be intentional, negligent or otherwise) and the consequences of the breach (hereinafter called a "Material Breach") and failing to remedy that Material Breach (if such Material Breach is capable of remedy) within 30 days of notice (hereinafter called a "Grievance Notice") requiring it so to do; or 12.1.2 ceasing or threatening to cease to carry on business or being deemed to be unable to pay its debts, or having an order made or an effective resolution passed for its winding up (save for voluntary winding up for the purposes of a reconstruction or amalgamation which has the prior written approval of the parties hereto under which the new or amalgamated company assumes liability under this Agreement) or having commenced against it any similar proceedings in any jurisdiction; or 12.1.3 becoming insolvent or making any arrangement or composition with our prior agreement in writingits creditors or having a receiver, administrator or trustee appointed over any of its assets. 9.2 Without affecting any other right or remedy available 12.2 Either party ("the Terminating Shareholder") shall be entitled to us, we may, without liability to you, terminate the Agreement, in whole or in part, this Agreement with immediate effect by giving written notice if; you breach a warranty to the other party ("the Receiving Shareholder") in the event of the Agreement or fail to perform any obligation or requirement of the Agreement and, if capable of remedy, fail to remedy such breach within 14 days of written notice; or you fail to make a payment under this Agreement when due; or you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or (being a company or limited liability partnership) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986 or (being a partnership) have any partner to whom Receiving Shareholder breaching any of the foregoing apply; or you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with any of your creditors; or you apply to court for, or obtain, a moratorium under Part A1 terms of the Insolvency Xxx 0000; TCN Loan Agreement or of the Intellectual Property and Brand Licensing Agreement and such breach leading to the termination of the Intellectual Property and Brand Licensing Agreement. 12.3 The parties agree that if a petition is fileddispute arises out of, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up with, this Agreement the parties shall negotiate in good faith to resolve their dispute within a period of 30 days from the day one party notifies the other that a dispute has arisen. 12.4 If negotiations under Article 12.3 fail to resolve a dispute within the time specified in that Article (being or within any extension of time agreed in writing by the parties) a company, limited liability partnership or partnership); or an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over you (being a company, partnership or limited liability partnership); or the holder of a qualifying floating charge over your assets (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver; or a person becomes entitled to appoint a receiver over all or any of your assets or a receiver is appointed over all or any of your assets; or a creditor or encumbrancer attaches or takes possession dispute arising out of, or a distressin connection with, executionthis Agreement shall be finally settled under the Rules of the American Arbitration Association by one or more arbitrators appointed in accordance with the Rules. 12.5 The successful party in any such arbitration shall be entitled to recover from the unsuccessful party, sequestration in addition to any other relief to which it may be entitled, reasonable attorneys' fees and costs incurred by it in bringing or other such process defending the claim/any counter-claim. 16 12.6 Judgement upon the award rendered may be entered in any Court having jurisdiction over the party against whom the award is levied or enforced on or sued against the whole or any part of your assets and such attachment or process is not discharged within 14 daysrendered; or any event occurs, or proceeding is taken, with respect application may be made to you in any jurisdiction to which you are subject that has an effect equivalent or similar to any such Court for a judicial acceptance of the events mentioned in Condition 9.2(iii) to award and an order of enforcement (xi) (inclusiveas the case may be); or you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business; or you have a change of control within the meaning of section 1124 of the Corporation Tax Xxx 0000. 9.3 12.7 In the event of termination the occurrence of a Material Breach or an event stipulated in accordance with Conditions 9.1 clauses 12.1.2 or 9.2 or Condition 14.3, you will be liable to pay us for amounts due under the Agreement 12.1.3 in respect of Services already performed and/or Goods delivered up which a Termination Notice is served, or in the event of termination of this Agreement pursuant to Clause 12.2, the Terminating Shareholder shall have the right to serve a notice (an "Option Notice") on the Receiving Shareholder within one month from the date of cancellation or termination and additional charges may apply, which charges may include, but are not limited to: any sums which have been paid by usthe Termination Notice, or become payable as a result of the cancellation or termination, to our subcontractors and supply chain to procure all or any part of the Goods or Services; the cost of any work, materials and tooling incurred by us, including initial costs and preparatory expenses, used exclusively by us to supply the Goods and Services; any non-recurring engineering and project investment costs not paid by you under the Agreement that we are unable to recover; lost profits; the costs of settling and paying any losses, damages or claims that we suffer that arise out of the cancellation or termination of work; and reimbursement of any other reasonable and proper sums suffered or incurred by us solely in connection with or resulting from the cancellation or termination of the Agreement including, without limitation, overheads and profit we would have earned under the Agreement, together, the “Termination Charges”. 9.4 You shall pay all Termination Charges within thirty (30) days of the date of demandtermination pursuant to Clause 12.2, requiring the Receiving Shareholder to sell all its Shares in the Company to the Terminating Shareholder or to purchase all of the Terminating Shareholder's Shares in the Company at the Transfer Price. Unless otherwise agreed in writing, the Termination Charges The Receiving Shareholder shall be exclusive bound to effect the sale of any taxes (including sales tax) all its Shares to the Terminating Shareholder or leviesto effect the purchase of all the Terminating Shareholder's Shares pursuant to the provisions of Clause 7 hereof following the service of an Option Notice. 9.5 The termination and/or expiry 12.8 Upon the sale of all of the Shares and/or assets and undertakings of the Company to any third party this Agreement howsoever arising is shall terminate but without prejudice to any claim by any party hereto in respect of any antecedent breach by any of the rights, duties and liabilities either you or we accrued prior to termination and/or expiryother parties hereto. 9.6 The rights to terminate set out 12.9 In the event of the Terminating Shareholder acquiring all of the Shares in the Company this Agreement are shall cease to operate as a Stockholders Agreement and subject to the only rights proviso below the provisions of termination this Agreement shall cease to have any further force and any common law rights to terminate effect. The proviso is that the provisions of Clauses 12, 13, 14, 21, 25 and 26 shall be excluded. 9.7 The conditions which expressly or impliedly have effect after termination and/or expiry will continue to be enforceable notwithstanding termination and/or expiryhave full force and effect.

TERMINATION AND CONSEQUENCES OF TERMINATION. 9.1 You may only cancel the Agreement (or any part of the Agreement) with our prior agreement in writing.‌ 9.2 14.1 Without affecting any other right or remedy available to usit, we may, without liability to you, either party may terminate the Agreement, in whole or in part, this agreement with immediate effect by giving written notice to the other party if; you : (a) the other party commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach within a warranty period of 30 days after being notified in writing to do so; (b) the other party repeatedly breaches any of the Agreement terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or fail ability to perform any obligation or requirement give effect to the terms of this agreement; (c) the Agreement and, if capable of remedy, fail to remedy such breach within 14 days of written notice; or you fail to make a payment under this Agreement when due; or you suspendother party suspends, or threaten threatens to suspend, payment of your its debts or are is unable to pay your its debts as they fall due or admit admits inability to pay your its debts or (being a company or limited liability partnership) are is deemed unable to pay your its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986 or 1986;‌ (being a partnershipd) have any partner to whom any of the foregoing apply; or you commence other party commences negotiations with all or any class of your its creditors with a view to rescheduling any of your its debts, or make makes a proposal for or enter enters into any compromise or arrangement with any of your creditors; its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or you apply more other companies or the solvent reconstruction of that other party; (e) the other party applies to court for, or obtainobtains, a moratorium under Part A1 of the Insolvency Xxx 0000; or IA 1986; (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your the winding up of the other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (being a company, limited liability partnership or partnership); or g) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over you the other party; (being a company, partnership or limited liability partnership); or h) the holder of a qualifying floating charge over your the assets (being a company or limited liability partnership) of that other party has become entitled to appoint or has appointed an administrative receiver; or ; (i) a person becomes entitled to appoint a receiver over all or any of your the assets of the other party or a receiver is appointed over all or any of your assets; or the assets of the other party; (j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against against, the whole or any part of your the other party's assets and such attachment or process is not discharged within 14 days; or days;‌ (k) any event occurs, or proceeding is taken, with respect to you the other party in any jurisdiction to which you are it is subject that has an effect equivalent or similar to any of the events mentioned in Condition 9.2(iiiclause 14.1(c) to (xi14.1(j) (inclusive); ; (l) the other party suspends or you suspend or ceaseceases, or threaten threatens to suspend or cease, carrying on all or a substantial part of your its business; or you have a change or (m) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of control within the meaning of section 1124 of the Corporation Tax Xxx 0000this agreement is in jeopardy. 9.3 In the event of termination in accordance 14.2 Without affecting any other right or remedy available to it, Creation may terminate this agreement with Conditions 9.1 or 9.2 or Condition 14.3, you will be liable immediate effect by giving written notice to Client if: (a) Client fails to pay us for amounts any amount due under this agreement on the Agreement due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; or 14.3 On termination of this agreement otherwise than under clause 14.1 by notice from Client to Creation, Client shall immediately pay to Creation all of Creation’s outstanding unpaid invoices and interest and, in respect of Services already performed and/or Goods delivered the Works supplied but for which no invoice has been submitted, Creation may submit an invoice, which shall be payable immediately on receipt. 14.4 On termination this agreement, all existing Statements of Work shall terminate automatically in respect of uncompleted works. 14.5 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect. 14.6 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of cancellation or termination and additional charges may applytermination, which charges may include, but are not limited to: including the right to claim damages in respect of any sums which have been paid by us, or become payable as a result breach of the cancellation agreement which existed at or termination, to our subcontractors and supply chain to procure all or any part of the Goods or Services; the cost of any work, materials and tooling incurred by us, including initial costs and preparatory expenses, used exclusively by us to supply the Goods and Services; any non-recurring engineering and project investment costs not paid by you under the Agreement that we are unable to recover; lost profits; the costs of settling and paying any losses, damages or claims that we suffer that arise out of the cancellation or termination of work; and reimbursement of any other reasonable and proper sums suffered or incurred by us solely in connection with or resulting from the cancellation or termination of the Agreement including, without limitation, overheads and profit we would have earned under the Agreement, together, the “Termination Charges”. 9.4 You shall pay all Termination Charges within thirty (30) days of before the date of demand. Unless otherwise agreed in writing, the Termination Charges shall be exclusive of any taxes (including sales tax) or leviestermination. 9.5 The termination and/or expiry 14.7 Any provision of the Agreement howsoever arising is without prejudice to the rights, duties and liabilities either you or we accrued prior to termination and/or expiry. 9.6 The rights to terminate set out in this Agreement are the only rights of termination and any common law rights to terminate shall be excluded. 9.7 The conditions which agreement that expressly or impliedly have effect by implication is intended to come into or continue in force on or after termination and/or expiry will continue to be enforceable notwithstanding termination and/or expiryof this agreement shall remain in full force and effect.

TERMINATION AND CONSEQUENCES OF TERMINATION. 9.1 Either party may terminate an Agreement that can be described as an open order (an order which is not time-bound or quantity- bound), at its discretion, by giving fifteen (15) days’ notice to the other party. In this event, the parties shall remain bound by the orders it placed prior to termination of the Agreement. You may only cancel the terminate an Agreement (or any part of the Agreement) with which is time-bound and quantity-bound, subject to our prior agreement written consent. In any case, an Agreement may be terminated by either party in writingthe event of default or faulty execution by the other party of any of its obligations under these Conditions. The termination shall be effective upon expiry of a fifteen (15) day term following written notice sent to the defaulting party, with acknowledgment of receipt, if the defaulting party does not remedy the breach within that time. 9.2 Without affecting any other right or remedy available to us, we may, without liability to you, terminate the Agreement, in whole or in part, with immediate effect by giving written notice if; you breach a warranty of the Agreement or fail to perform any obligation or requirement of the Agreement and, if capable of remedy, fail to remedy such breach within 14 days of written notice; or you fail to make a payment under this Agreement when due; or you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or (being a company or limited liability partnership) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986 or (being a partnership) have any partner to whom any of the foregoing applydebts; or you commence negotiations with all or any class of your creditors obtain a moratorium with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with any of your creditorscompetent authority; or you apply to court for, or obtain, a moratorium under Part A1 of the Insolvency Xxx 0000; or a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up (being a company, limited liability partnership or partnership); or an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over you (being a company, partnership or limited liability partnership); or the holder of a qualifying floating charge over your assets (being a company has been established in order to take possession, sell or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver; or a person becomes entitled to appoint a receiver over all or any of your assets or a receiver is appointed over all or any of liquidate your assets; or a creditor or encumbrancer 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 your assets and such attachment or process is not discharged within 14 days; or any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in Condition 9.2(iii) to (xivii) (inclusive); or you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business; or you have a change of control within the meaning of section 1124 of the Corporation Tax Xxx 0000control. 9.3 In the event of termination in accordance with Conditions 9.1 or 9.2 or Condition 14.314, you will be liable to pay us for amounts due under the Agreement in respect of Services already performed and/or Goods delivered up to the date of cancellation or termination and additional charges may apply, which charges may include, but are not limited to: any sums which have been paid by us, or become payable as a result of the cancellation or termination, to our subcontractors and supply chain to procure all or any part of the Goods or Services; the cost of any work, materials and tooling incurred by us, including initial costs and preparatory expenses, used exclusively by us to supply the Goods and Services; any non-recurring engineering and project investment costs not paid by you under the Agreement that we are unable to recoverrecover due to the termination or cancellation of the Agreement; lost profits; the costs of settling and paying any losses, damages or claims that we suffer that arise out of the cancellation or termination of work; and reimbursement of any other reasonable and proper sums suffered or incurred by us solely in connection with or resulting from the cancellation or termination of the Agreement including, without limitation, overheads and profit we would have earned under the Agreement, together, the “Termination Charges”. 9.4 You shall pay all Termination Charges within thirty (30) days of the date of demand. Unless otherwise agreed in writing, the Termination Charges shall be exclusive of any taxes (including sales tax) or levies. 9.5 The termination and/or expiry of the Agreement howsoever arising is without prejudice to the rights, duties and liabilities either you or we accrued prior to termination and/or expiry. 9.6 The rights to terminate set out in this Agreement are the only rights of termination and any common law rights to terminate shall be excluded. 9.7 The conditions which expressly or impliedly have effect after termination and/or expiry will continue to be enforceable notwithstanding termination and/or expiry.

TERMINATION AND CONSEQUENCES OF TERMINATION. 9.1 You 13.1 Either party may only cancel the terminate this Agreement (or any part of the Agreement) with our prior agreement in writing. 9.2 Without affecting any other right or remedy available to us, we may, without liability to you, terminate the Agreement, in whole or in part, with immediate effect by giving upon written notice if; you breach a warranty of the Agreement or fail to perform any obligation or requirement of the Agreement and, if capable of remedy, fail to remedy such breach within 14 days of written notice; or you fail to make a payment under this Agreement when due; or you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or (being a company or limited liability partnership) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction other party at any time prior to the expiration of the court" did not appear in sections 123(1)(eits stated duration under clause 3 above if: (a) or 123(2) of the IA 1986 or (being a partnership) have any partner to whom any of the foregoing apply; or you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with any of your creditors; or you apply to court for, or obtain, a moratorium under Part A1 of the Insolvency Xxx 0000; or a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up (being a company, limited liability partnership or partnership); or an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over you (being a company, partnership or limited liability partnership); or the holder of a qualifying floating charge over your assets (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver; or a person becomes entitled to appoint a receiver over all or any of your assets or a receiver is appointed over all for either party or any of your assets; or a creditor or encumbrancer 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 your assets and such attachment or process is not discharged within 14 days; or any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in Condition 9.2(iii) to (xi) (inclusive); or you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business; or you have a change of control within the meaning of section 1124 of the Corporation Tax Xxx 0000. 9.3 In the event of termination in accordance with Conditions 9.1 or 9.2 or Condition 14.3, you will be liable to pay us for amounts due under the Agreement in respect of Services already performed and/or Goods delivered up to the date of cancellation or termination and additional charges may apply, which charges may include, but are not limited to: any sums which have been paid by us, or become payable its property as a result of insolvency; (b) either party makes an assignment for the cancellation benefit of creditors; (c) any proceedings are commenced by, for or terminationagainst either party under any bankruptcy, insolvency or debtor’s relief law; (d) either party is liquidated or dissolved or ceases doing business; or (e) either party is in material breach with respect to our subcontractors any of its obligations or undertakings under this Agreement and supply chain the party in breach fails to procure all remedy or any part cure such breach within a period of the Goods or Services; the cost sixty (60) days of any work, materials and tooling incurred by us, including initial costs and preparatory expenses, used exclusively by us to supply the Goods and Services; any non-recurring engineering and project investment costs not paid by you under the Agreement that we are unable to recover; lost profits; the costs of settling and paying any losses, damages or claims that we suffer that arise out of the cancellation or termination of work; and reimbursement of any other reasonable and proper sums suffered or incurred by us solely in connection with or resulting receiving written notice from the cancellation or termination of other party specifying the Agreement including, without limitation, overheads and profit we would have earned under the Agreement, together, the “Termination Charges”breach. 9.4 You 13.2 Either party shall be entitled to terminate this Agreement without cause, provided that the party so wishing to terminate shall give a minimum of two years’ notice in writing to the other party. 13.3 Upon termination or expiration of this Agreement: (a) Provided that this Agreement is not being terminated for Reseller’s breach, Reseller and its Distributors shall be entitled to fulfil all valid orders that have been received by Reseller or its Distributors prior to termination or expiration; (b) Reseller shall promptly pay to StreamServe all Termination Charges outstanding Fees due and payable to StreamServe; (c) Each party shall return or destroy within thirty (30) days of such termination or expiration all of the date other party’s Confidential Information, as specified by the other party; (d) Reseller shall return or destroy, within thirty (30) days of demand. Unless otherwise agreed such termination or expiration and as specified by StreamServe, all copies of Licensed Software and any StreamServe marketing materials then in writingReseller’s possession or control; (e) Each Existing and New Reseller Customer shall have the right, following termination or expiration of this Agreement, to continue using the Termination Charges shall be exclusive Licensed Software for so long as the sublicense granted to each such Existing and New Reseller Customer remains in force. 13.4 The parties agree that where the content or nature of any taxes (including sales tax) provision indicates or levies. 9.5 The termination and/or expiry implies an intent that it will survive expiration of the Agreement howsoever arising is without prejudice to Initial Term or of any renewal period, or termination of this Agreement, then such provision shall so survive. Without limiting the rightsgenerality of the foregoing sentence, duties clauses and liabilities either you or we accrued prior to termination and/or expiry. 9.6 The rights to terminate set out in other parts of this Agreement are the only rights of surviving expiration or termination shall include, but not be limited to, 1, 4.5, 4.7, 8, 9, 10, 12, 13, 14.1, 14.4, 14.5, 14.6, 14.9, 14.10, 14.11, 14.12 and any common law rights to terminate shall be excluded. 9.7 The conditions which expressly or impliedly have effect after termination and/or expiry will continue to be enforceable notwithstanding termination and/or expiry.Exhibit B.