Common use of TERMINATION AND CONSEQUENCES OF TERMINATION Clause in Contracts

TERMINATION AND CONSEQUENCES OF TERMINATION. a) Notwithstanding anything contained herein at any time during the validity of this Agreement, the Franchisor is entitled to terminate this Agreement by serving Thirty (30) days’ notice in writing in advance to the Franchisee, without assigning any reason of whatsoever nature, without any liability or compensation. It is clarified that the Franchisee has no such exit/termination rights except for the breaches mentioned herein below. b) If the Franchisee commits a breach of any term or condition of this Agreement, then the Franchisor shall provide 15 (Fifteen) days’ notice in writing to the Franchisee calling the Franchisee to remedy the breach forthwith. If before expiry of the Notice period, the breach is not rectified by the Franchisee, then the Franchisor is entitled to terminate the Agreement by providing seven (7) days’ notice to the Franchisee. At the end of the Notice period, the Franchisor shall remove all its assets from the said Premises as soon as possible. Further, if any loss or damages are caused to the Franchisor due to the breach of any covenants or representations or warranties by the Franchisee, then the Franchisor is entitled to adjust such loss or damages towards the settlement amount, or the security deposit amount maintained by the Franchisee. c) If the Franchisor commits a breach of its payment obligations for a consecutive period of Two (2) months, without any reason, then in such event, the Franchisee shall be entitled to give a thirty (30) days’ notice period in writing to the Franchisor calling upon it to make the payment before the expiry of the Notice period. If the Franchisor fails to make the payment within such 30 (thirty) days’ notice, then the Franchisee is entitled to terminate this Agreement by providing fifteen (15) days’ Notice to the Franchisor. d) The Franchisee hereby represents and warrants that upon termination of this Agreement for whatever reason, the Franchisee shall not object or obstruct the Franchisor in removing the ATM or assets from the said Premises. If the Franchisor is unable to remove the ATM or assets from the said Premises due to any objections or impediments and thereby delays the removal of ATM or assets, then the Franchisee shall be liable to pay penalty of Rs. 1000/- per day to the Franchisor till the ATM and assets are removed from the said Premises. Further, the Franchisee shall pay liquidated damages of Rs. 5,00,000 to the Franchisor in case the Franchisor is unable to take back the ATM and other assets beyond 10 days. The Franchisor may recover the penalty and the liquidated damages from the total Security Deposit amount or the settlement amount or any other due to the Franchisee and lying with the Franchisor. e) Right to terminate in case of Material Adverse Change: The Franchisor may forthwith terminate this Agreement, without compensation or liability to the other party or the Franchisee on occurrence of a Material Adverse Change. For the purposes of this Agreement Material Adverse Change shall mean: I. any change or amendment to rules and regulations of external entity such as NFS, settlement bank, card organization etc. which in any manner affects or limits the provision of ATM Services; or II. a material limitation, including any order by any Governmental Authority in any jurisdiction on the performance of Franchisor’s obligations under this Agreement, non-renewal or revocation of WLA license or other requirement of Applicable Law or a Governmental Authority whereby the whole or a part of this Agreement is required to be terminated. III. Any change in, or amendment to Applicable Law, representations, warranties, covenants or undertakings of the Franchisor which in any manner affects or limits the performance of obligations of the Franchisor.

TERMINATION AND CONSEQUENCES OF TERMINATION. a) Notwithstanding anything contained herein The Parties may, by mutual written consent, terminate this Agreement at any time during the validity of time. In this Agreementinstance, the Franchisor is entitled to termination date shall be the date on which the Parties execute such mutual written intent of termination. Either Party may terminate this Agreement by serving Thirty providing a notice of 24 (30twenty-four) days’ notice in writing in advance to the Franchisee, without assigning any reason hours if an Event of whatsoever nature, without any liability or compensation. It is clarified that the Franchisee Force Majeure has no such exit/termination rights except for the breaches mentioned herein below. b) If the Franchisee commits a breach of any term or condition of this Agreement, then the Franchisor shall provide 15 (Fifteen) days’ notice in writing to the Franchisee calling the Franchisee to remedy the breach forthwith. If before expiry of the Notice period, the breach is not rectified by the Franchisee, then the Franchisor is entitled to terminate the Agreement by providing seven (7) days’ notice to the Franchisee. At the end of the Notice period, the Franchisor shall remove all its assets from the said Premises as soon as possible. Further, if any loss or damages are caused to the Franchisor due to the breach of any covenants or representations or warranties by the Franchisee, then the Franchisor is entitled to adjust such loss or damages towards the settlement amount, or the security deposit amount maintained by the Franchisee. c) If the Franchisor commits a breach of its payment obligations continued for a consecutive period of Two 30 (2thirty) months, without any reason, then in days or more and neither Party is able to be remedy such event, the Franchisee shall be entitled to give a thirty (30) days’ notice period in writing to the Franchisor calling upon it to make the payment before the expiry of the Notice period. If the Franchisor fails to make the payment Event Force Majeure within such 30 (thirty) days’ notice. Either Party may, then the Franchisee is entitled to terminate this Agreement by providing fifteen (15) days’ Notice to the Franchisor. d) The Franchisee hereby represents and warrants that upon termination of this Agreement for whatever reason, the Franchisee shall not object or obstruct the Franchisor in removing the ATM or assets from the said Premises. If the Franchisor is unable to remove the ATM or assets from the said Premises due addition to any objections other remedies available to it by law or impediments and thereby delays the removal of ATM or assetsin equity, then the Franchisee shall be liable to pay penalty of Rs. 1000/- per day to the Franchisor till the ATM and assets are removed from the said Premises. Further, the Franchisee shall pay liquidated damages of Rs. 5,00,000 to the Franchisor in case the Franchisor is unable to take back the ATM and other assets beyond 10 days. The Franchisor may recover the penalty and the liquidated damages from the total Security Deposit amount or the settlement amount or any other due to the Franchisee and lying with the Franchisor. e) Right to terminate in case of Material Adverse Change: The Franchisor may forthwith terminate this Agreement, without compensation in whole or liability in part as the terminating Party may determine, effective upon written notice to the other party Party, upon a change of Control of the other Party as per the applicable laws. Without limiting any of Zydus other rights and remedies hereto, at law, in equity or otherwise, the Franchisee on occurrence Service Provider will be in default of a Material Adverse Change. For the purposes terms of this Agreement, and this Agreement Material Adverse Change shall mean: I. may be immediately terminated by Zydus without incurring any change liability whatsoever, in the event that the Service Provider breaches or amendment fails to rules fulfil any obligations and regulations of external entity such as NFS, settlement bank, card organization etc. which in any manner affects or limits the provision of ATM Services; or II. a material limitation, including any order by any Governmental Authority in any jurisdiction on the performance of Franchisor’s obligations agreements under this Agreement, non-renewal or revocation of WLA license or other requirement of Applicable Law or a Governmental Authority whereby including but not limited to adhering to standards set by Zydus for the whole or deliverables to be provided by the Service Provider as a part of Services and/or not adhering to the timelines prescribed for such deliverables, and such breach or failure has not been cured within 30 (thirty) days of written notice from Zydus. This Agreement may also be terminated by Zydus without any cause and without incurring any liability by providing the Service Provider with a prior written notice of 15 (fifteen) Business Days. On expiry or earlier pre-determination of this Agreement is required arrangement, the Zydus shall pay the total undisputed amount or remuneration to be terminated. III. Any change in, or amendment to Applicable Law, representations, warranties, covenants or undertakings Service Provider that remains unpaid by Zydus in respect of that portion of the Franchisor which in Services completed prior to termination or expiration of this Agreement. The Service Provider shall have no other claim whatsoever against Zydus including for any manner affects balance remuneration or limits the performance of obligations amount for unfinished portion of the FranchisorServices as on such expiry/ termination date. The Service Provider shall not use and return all the documents provided by Zydus including but not limited to Confidential Information to Zydus and confirm the same in writing to the extent reasonably satisfied to Zydus. Termination of the Agreement under this Article will not prejudice any rights and liabilities of either Party, which have arisen/accrued on or before the date of termination. The provisions of Definition, Representation and Warranties, Confidentiality, Indemnity, Dispute Resolution, Notices and this clause shall survive for 5 (five) years from termination of this Agreement.

TERMINATION AND CONSEQUENCES OF TERMINATION. aTerm: Agreement shall come into force on the Effective Date and shall continue for twelve months unless terminated as per terms of this Agreement. This Agreement may be terminated by ShopOnn, with immediate effect; if Seller are in breach of any of its obligations, representations or warranties, or any other material terms as contained in this Agreement and/or any of the ShopOnn Policies; if a petition for relief under any bankruptcy or insolvency is filed by or against Seller or Seller makes an assignment for the benefit of the creditors, or a receiver or an administrative receiver or administrator is appointed. ShopOnn also has the right to suspend Sellers access to the Seller Panel (instead of terminating the Agreement) for any period of time (during which time period Seller shall not be permitted to sell Sellers Products on the Platform) on the occurrence of any of the termination triggers specified in clause above or without any reason as stated above. Notwithstanding anything contained herein under this Agreement, any Party may terminate this Agreement for convenience upon thirty (30) day written notice to other Party. You agree that ShopOnn, in its sole discretion, for any or no reason, and without penalty, may suspend or terminate your account (or any part thereof) or your use of the Services and remove and discard all or any part of your account, your user profile, or your recipient profile, at any time. ShopOnn may also in its sole discretion and at any time during discontinue providing access to the validity Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services or any account you may have or portion thereof may be effected without prior notice, and you agree that ShopOnn will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies ShopOnn may have at law or in equity. Upon termination for any reason, you agree to immediately stop using the Services. Also On termination of this Agreement: ShopOnn will, with immediate effect, block Sellers access to the Platform and consequently, Seller shall not be able to offer any Products to the Buyers thereafter and shall not have the right to re- register himself /itself as a Seller on the Platform at any time after such termination, unless ShopOnn, in its discretion, permits such re-registration;. Seller shall return to ShopOnn all the confidential information of ShopOnn and all other properties and materials belonging to ShopOnn. Where the confidential information cannot be returned in material form, Seller shall destroy all of ShopOnn‟s confidential information and shall provide ShopOnn with a certificate of destruction with respect to the same. It is agreed that such provisions and obligations which, by their very nature, survive the termination of this Agreement, shall continue to be binding on the Franchisor is Parties. On the termination of the Agreement, Seller will be entitled to terminate this Agreement by serving Thirty (30) days’ notice in writing in advance only the Seller Proceeds which have become due to Seller on account of any purchase of the Products, made through the Platform, prior to the Franchisee, without assigning any reason date of whatsoever nature, without any liability or compensation. It is clarified that the Franchisee has no such exit/termination rights except for the breaches mentioned herein below. b) If the Franchisee commits a breach of any term or condition of this Agreement, then the Franchisor shall provide 15 (Fifteen) days’ notice in writing to the Franchisee calling the Franchisee to remedy the breach forthwith. If before expiry of the Notice period, the breach is not rectified by the Franchisee, then the Franchisor is entitled to terminate the Agreement by providing seven (7) days’ notice to the Franchisee. At the end of the Notice period, the Franchisor shall remove all its assets from the said Premises as soon as possible. Further, if any loss or damages are caused to the Franchisor due to the breach of any covenants or representations or warranties by the Franchisee, then the Franchisor is entitled to adjust such loss or damages towards the settlement amount, or the security deposit amount maintained by the Franchisee. c) If the Franchisor commits a breach of its payment obligations for a consecutive period of Two (2) months, without any reason, then in such event, the Franchisee ShopOnn shall be entitled to give a thirty (30) days’ notice period in writing adjust any monies, due from Seller to ShopOnn till the Franchisor calling upon it date of termination, from the Seller Proceeds payable to make the payment before the expiry Seller on termination. Without prejudice of the Notice period. If foregoing, the Franchisor fails to make the payment within such 30 (thirty) days’ notice, then the Franchisee is entitled to terminate this Agreement by providing fifteen (15) days’ Notice to the Franchisor. d) The Franchisee hereby represents and warrants that upon termination of this Agreement for whatever reason, pursuant to any of the Franchisee provisions contained herein above shall not object limit or obstruct otherwise affect any other remedy (including a claim for damages), which either Party may have, arising out of the Franchisor in removing the ATM or assets from the said Premises. If the Franchisor is unable to remove the ATM or assets from the said Premises due to any objections or impediments and thereby delays the removal of ATM or assets, then the Franchisee shall be liable to pay penalty of Rs. 1000/- per day event which gave rise to the Franchisor till the ATM and assets are removed from the said Premises. Further, the Franchisee shall pay liquidated damages right of Rs. 5,00,000 to the Franchisor in case the Franchisor is unable to take back the ATM and other assets beyond 10 days. The Franchisor may recover the penalty and the liquidated damages from the total Security Deposit amount or the settlement amount or any other due to the Franchisee and lying with the Franchisortermination. e) Right to terminate in case of Material Adverse Change: The Franchisor may forthwith terminate this Agreement, without compensation or liability to the other party or the Franchisee on occurrence of a Material Adverse Change. For the purposes of this Agreement Material Adverse Change shall mean: I. any change or amendment to rules and regulations of external entity such as NFS, settlement bank, card organization etc. which in any manner affects or limits the provision of ATM Services; or II. a material limitation, including any order by any Governmental Authority in any jurisdiction on the performance of Franchisor’s obligations under this Agreement, non-renewal or revocation of WLA license or other requirement of Applicable Law or a Governmental Authority whereby the whole or a part of this Agreement is required to be terminated. III. Any change in, or amendment to Applicable Law, representations, warranties, covenants or undertakings of the Franchisor which in any manner affects or limits the performance of obligations of the Franchisor.

TERMINATION AND CONSEQUENCES OF TERMINATION. a) Notwithstanding anything contained herein at any time during the validity of this Agreement, the Franchisor is entitled to terminate this Agreement by serving Thirty (30) days’ notice in writing in advance to the Franchisee, without assigning any reason of whatsoever nature, without any liability or compensation. It is clarified that the Franchisee has no such exit/termination rights except for the breaches mentioned herein below. b) If the Franchisee commits a breach of any term or condition of this Agreement, then the Franchisor shall provide 15 (Fifteen) days’ notice in writing to the Franchisee calling the Franchisee to remedy the breach forthwith. If before expiry of the Notice period, the breach is not rectified by the Franchisee, then the Franchisor is entitled to terminate the Agreement by providing seven (7) days’ notice to the Franchisee. At the end of the Notice period, the Franchisor shall remove all its assets from the said Premises as soon as possible. Further, if any loss or damages are caused to the Franchisor due to the breach of any covenants or representations or warranties by the Franchisee, then the Franchisor is entitled to adjust such loss or damages towards the settlement amount, or the security deposit amount maintained by the Franchisee. c) If the Franchisor commits a breach of its payment obligations for a consecutive period of Two (2) months, without any reason, then in such event, the Franchisee shall be entitled to give a thirty (30) days’ notice period in writing to the Franchisor calling upon it to make the payment before the expiry of the Notice period. If the Franchisor fails to make the payment within such 30 (thirty) days’ notice, then the Franchisee is entitled to terminate this Agreement by providing fifteen (15) days’ Notice to the Franchisor.expiry d) The Franchisee hereby represents and warrants that upon termination of this Agreement for whatever reason, the Franchisee shall not object or obstruct the Franchisor in removing the ATM or assets from the said Premises. If the Franchisor is unable to remove the ATM or assets from the said Premises due to any objections or impediments and thereby delays the removal of ATM or assets, then the Franchisee shall be liable to pay penalty of Rs. 1000/- per day to the Franchisor till the ATM and assets are removed from the said Premises. Further, the Franchisee shall pay liquidated damages of Rs. 5,00,000 to the Franchisor in case the Franchisor is unable to take back the ATM and other assets beyond 10 days. The Franchisor may recover the penalty and the liquidated damages from the total Security Deposit amount or the settlement amount or any other due to the Franchisee and lying with the Franchisor. e) Right to terminate in case of Material Adverse Change: The Franchisor may forthwith terminate this Agreement, without compensation or liability to the other party or the Franchisee on occurrence of a Material Adverse Change. For the purposes of this Agreement Material Adverse Change shall mean: I. any change or amendment to rules and regulations of external entity such as NFS, settlement bank, card organization etc. which in any manner affects or limits the provision of ATM Services; or II. a material limitation, including any order by any Governmental Authority in any jurisdiction on the performance of Franchisor’s obligations under this Agreement, non-renewal or revocation of WLA license or other requirement of Applicable Law or a Governmental Authority whereby the whole or a part of this Agreement is required to be terminated. III. Any change in, or amendment to Applicable Law, representations, warranties, covenants or undertakings of the Franchisor which in any manner affects or limits the performance of obligations of the Franchisor.

TERMINATION AND CONSEQUENCES OF TERMINATION. a) Notwithstanding anything contained herein at any time during the validity of this Agreement, the Franchisor is entitled to terminate this Agreement by serving Thirty (30) days’ notice in writing in advance to the Franchisee, without assigning any reason of whatsoever nature, without any liability or compensation. It is clarified that the Franchisee has no such exit/termination rights except for the breaches mentioned herein below. b) If the Franchisee commits a breach of any term or condition of this Agreement, then the Franchisor shall provide 15 (Fifteen) days’ notice in writing to the Franchisee calling the Franchisee to remedy the breach forthwith. If before expiry of the Notice period, the breach is not rectified by the Franchisee, then the Franchisor is entitled to terminate the Agreement by providing seven (7) days’ notice to the Franchisee. At the end of the Notice period, the Franchisor shall remove all its assets from the said Premises as soon as possible. Further, if any loss or damages are caused to the Franchisor due to the breach of any covenants or representations or warranties by the Franchisee, then the Franchisor is entitled to adjust such loss or damages towards the settlement amount, or the security deposit amount maintained by the Franchisee. c) If the Franchisor commits a breach of its payment obligations for a consecutive period of Two (2) months, without any reason, then in such event, the Franchisee shall be entitled to give a thirty (30) days’ notice period in writing to the Franchisor calling upon it to make the payment before the expiry of the Notice period. If the Franchisor fails to make the payment within such 30 (thirty) days’ notice, then the Franchisee is entitled to terminate this Agreement by providing fifteen (15) days’ Notice to the Franchisor. d) The Franchisee hereby represents and warrants that upon termination of this Agreement for whatever reason, the Franchisee shall not object or obstruct the Franchisor in removing the ATM or assets from the said Premises. If the Franchisor is unable to remove the ATM or assets from the said Premises due to any objections or impediments and thereby delays the removal of ATM or assets, then the Franchisee shall be liable to pay penalty of Rs. 1000/- per day to the Franchisor till the ATM and assets are removed from the said Premises. Further, the Franchisee shall pay liquidated damages of Rs. 5,00,000 to the Franchisor in case the Franchisor is unable to take back the ATM and other assets beyond 10 days. The Franchisor may recover the penalty and the liquidated damages from the total Security Deposit amount or the settlement amount or any other due to the Franchisee and lying with the Franchisor. e) Right to terminate in case of Material Adverse Change: The Franchisor may forthwith terminate this Agreement, without compensation or liability to the other party or the Franchisee on occurrence of a Material Adverse Change. For the purposes of this Agreement Material Adverse Change shall mean: I. any change or amendment to rules and regulations of external entity such as NFS, settlement bank, card organization etc. which in any manner affects or limits the provision of ATM Services; or II. a material limitation, including any order by any Governmental Authority in any jurisdiction on the performance of Franchisor’s obligations under this Agreement, non-renewal or revocation of WLA license or other requirement of Applicable Law or a Governmental Authority whereby the whole or a part of this Agreement is required to be terminated. III. Any change in, or amendment to Applicable Law, representations, warranties, covenants or undertakings of the Franchisor which in any manner affects or limits the performance of obligations of the Franchisor.