TERMINATION AND FORCE MAJEURE Sample Clauses

TERMINATION AND FORCE MAJEURE. (1) This Agreement may be terminated by CIMA, or by the University, on either CIMA or the University giving twelve weeks prior written notice to the other of its intention to terminate. (2) CIMA shall have the right, without prejudice to its other rights and remedies, to terminate this Agreement immediately by written notice the University if either the University is in material or persistent breach of any of its obligations under this Agreement and either that breach is incapable of remedy or University shall have failed to remedy that breach within 30 days after receiving written notice from CIMA requiring it to remedy that breach. (3) Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of any party nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into force or continue in force on or after that termination. (4) Following termination of this Agreement, the University may retain all those documents and materials and all copies thereof relating to the Project in their possession or under their control and shall be free to publish such documents and materials in accordance with the provisions of clause 5 of this Agreement. For the avoidance of doubt, CIMA shall also continue to benefit from the licence granted to each of them under clause 5 of this Agreement which clause shall survive termination or expiry of this Agreement. In the event this Agreement is terminated by the University under clause 11(1), or in the event that this Agreement is terminated by CIMA under clause 11(2), the Research Grant shall be repayable by the University to CIMA in whole or in part, as CIMA in its sole discretion shall direct (5) No party shall be liable to any other party for any delay or non-performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion, civil commotion or industrial dispute of a third party ("Force Majeure Events"). Subject to the party so delaying promptly notifying the other parties in writing of the Force Majeure Event giving rise to the delay and the likely duration of the delay, the performance of the delaying party's obligations, to the extent affected by the delay, shall be suspended during the period that the Force Majeure Eve...

TERMINATION AND FORCE MAJEURE. The Placing Agent may terminate the Placing Agreement by notice in writing prior to 9:00 a.m. on the Completion Date, if in the absolute opinion of the Placing Agent, the success of the Placing would be materially and adversely affected by any force majeure events:

TERMINATION AND FORCE MAJEURE. (A) The Underwriter shall have the right to terminate the arrangements set out in this Agreement by notice in writing given to the Company at any time prior to the Long Stop Date, if: (i) the occurrence of the following events have or will, or is likely to, in the reasonable opinion of the Underwriter, materially and adversely affect the business, financial or the success of the Rights Issue or dealings in the Rights Issue in the secondary market, or trading position or prospects of the Group as a whole or otherwise makes it impracticable, inexpedient or inadvisable for the Company or the Underwriter to proceed with the Rights Issue on the terms and manner contemplated in the Announcement and the Prospectus Documents: (a) the introduction of any new law or regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever; (b) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date of this Agreement) of a political, military, financial, economic, industrial, legal, fiscal, regulatory or other nature (whether or not sui generis with any of the foregoing or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict); (c) the imposition of any moratorium, suspension or restriction on trading in securities generally on the Stock Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the London Stock Exchange, the New York Stock Exchange or any major disruption of any securities settlement or clearing services in Hong Kong or on commercial banking activities in Hong Kong, due to exceptional financial circumstances or otherwise; (d) the occurrence of any change in market conditions or combination of circumstances in Hong Kong, the United States, the European Union, the United Kingdom or the PRC (including without limitation, any change in fiscal policy or money policy, or foreign exchange or currency markets, suspension or material restrict or trading in securities) which in the reasonable opinion of the Underwriter materially prejudicially affects the Rights Issue and make it impracticable, inadvisable or inexpedient to proceed therein; (ii) the Company’s application to the Main Board of the Stock Exchange for permission for the listing of the Rights Shares (nil-paid and fully-paid) and permission...

TERMINATION AND FORCE MAJEURE. The organization may terminate this Contract, in whole or in part, at any time with written notice to the vendor/supplier. Any monies paid in advance by the organization shall be refunded on or before the date of termination if the services weren’t delivered yet. If the organization terminates this Contract in whole or in part for default on the part of the vendor/supplier, it may acquire elsewhere services similar to those terminated and the vendor/suppliershall be liable for any excess costs to the organization for the re- procurement of those services. The vendor/suppliershall not be liable for any excess costs if the failure to perform under this Contract arises from causes beyond its control and without fault or negligence of the vendor/supplier. In case of unforeseen circumstances or catastrophes, such as insecurity, man-made or non-manmade disasters, coups d’état, war, or non-availability of funds from the donor, which are beyond the control of both parties and prevent either from carrying out their obligations as laid down in this agreement, neither party shall be held accountable and should seek the most appropriate resolution, including agreement termination if deemed necessary by one or both parties.

TERMINATION AND FORCE MAJEURE. 19.1 The Funder may terminate this Agreement and any obligation to make future Grant payments thereafter on giving the Recipient three (3) months written notice should it be required to do so by financial restraints. 19.2 If either Party is delayed in carrying any of its obligations under this Agreement due to a circumstance beyond its reasonable control then it shall notify the other Party of the circumstance causing the delay and the period within which to carry out that obligation will be extended by a reasonable period.

TERMINATION AND FORCE MAJEURE. 9.1 The Underwriter shall be entitled by a notice in writing to the Company, served prior to the Latest Time for Termination, to terminate this Agreement if: (a) in the reasonable opinion of the Underwriter, the success of the Open Offer would be materially and adversely affected by: (i) the introduction of any new regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the reasonable opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or is materially adverse in the context of the Open Offer; or (ii) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date hereof), of a political, military, financial, economic or other nature, or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the reasonable opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or (iii) any act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, epidemic, terrorism, strike or lock-out which would, in the reasonable opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or (b) any material adverse change in market conditions (including, without limitation, a change in fiscal or monetary policy or foreign exchange or currency markets, suspension or restriction of trading in securities, and a change in currency conditions for the purpose of this clause includes a change in the system under which the value of the Hong Kong currency is pegged with that of the currency of the United States of America) occurs which in the reasonable opinion of the Underwriter makes it inexpedient or inadvisable to proceed with the Open Offer; or (c) the Prospectus when published contains information (either as to business prospects or the condition of the Group or as to its compliance with any laws or the Listing Rules or any applicable regulations) which has not prior to the date hereof been publicly announced or published by the Company and which may in the reasonable opinion...

TERMINATION AND FORCE MAJEURE. ‌ 9.1 E25 may terminate this Agreement (without prejudice to any rights that E25 may have under this Agreement or otherwise): a) if the Contractor becomes, or is deemed to become, insolvent or if insolvency, receivership or bankruptcy proceedings are commenced in respect of the Contractor - immediately upon notice to the Contractor; b) if the Contractor’s performance of its obligations under this Agreement is affected by an Event of Force Majeure for a period of 14 days or more - immediately upon notice to the Contractor; and c) if the Contractor is in breach of any of its obligations under this Agreement: i. if the Goods and/or Services include one or more items and/or services that are (at E25’s sole discretion) critical to E25’s business - by 1 day’s prior notice to the Contractor; or ii. otherwise - immediately upon such breach not being remedied within 7 days of the receipt of a notice from E25 requesting the breach be remedied. d) If the Contractor does not deliver the Service or the Goods on the agreed date, E25 shall have the option to either cancel the PO forthwith or give the Contractor notice to rectify the breach within 48 hours. If the breach has not been rectified, E25 shall have the right to cancel the PO immediately.‌ 9.2 If this Agreement is terminated under clause 9.1, E25 must reimburse the Contractor for the costs incurred in relation to the Goods and/or Services supplied by the Contractor as at the date of the notice given under that clause, provided that the amount payable by E25 does not exceed the proportion of the Price that the Goods and/or Services supplied bares to the whole of the Goods and/or Services to be supplied under this Agreement. 9.3 Where the Contractor removes any of E25’s property from the Site, the Contractor grants to E25 an irrevocable licence to, in the case of termination of this Agreement, access any site or premises where the Contractor conducts its business for the purpose of repossessing that property.‌ 9.4 If, as a result of an Event of Force Majeure, a Party becomes unable, wholly or in part, to perform any of its obligations under this Agreement, or is delayed in performing those obligations: a) the affected Party must immediately give notice to the other party setting out the full details of the Event of Force Majeure, the obligations affected and the estimated delay in those obligations being able to be performed;‌ b) the affected obligations will be suspended, but only in so far, and for so long as, t...

TERMINATION AND FORCE MAJEURE. 8.1 In case that any political factor, natural disaster, war, other unforeseeable factors or force majeure of which the occurrence and consequence cannot be prevented or avoided has affected or prevented the implementation of this agreement as per proposed conditions, the involved party shall immediately notify the other party and provide relevant details and valid evidentiary documents within thirty days. If this Agreement is terminated due to force majeure, neither party shall undertake any economic responsibility. In this case, the parties hereto shall make appropriate arrangements together for students who have already been in this program and minimize the loss of concerned students. 8.2 If any party carries out non-standard operations or violates provisions herein during the performance of this Agreement, the observant party has the right to terminate this Agreement if rectifications measures has been proposed in three times by observant party. However, both Party A and Party B shall continue to perform their obligations and complete unaccomplished teaching work without infringing the legitimate interests of enrolled students. 8.3 Either party intending to terminate this Agreement shall notify the other party one year in advance, and the program shall not be terminated without the mutual consent of both parties. All registered students in the program shall be protected by this Agreement, and both parties shall cooperate with each other actively to fulfil their obligations to those students. 8.4 No more student shall be enrolled if this Agreement is terminated. However, both parties shall continue to their teaching activity according to the teaching plan till all the students finish their courses.

TERMINATION AND FORCE MAJEURE. 11.1 If, at any time prior to the Latest Time for Termination there occurs, in the reasonable opinion of the Underwriter: (a) any of the following which will or is likely to materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or materially and adversely prejudices the success of the Rights Issue or otherwise makes it inexpedient or inadvisable to proceed with the Rights Issue: (i) the introduction of any new law or regulation or any change in existing law or regulation (or the judicial interpretation thereof); or (ii) the occurrence, happening, coming into effect or becoming public knowledge of (1) any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date hereof) of a political, military, financial, economic or currency (including a change in the system under which the value of the Hong Kong currency is linked to the currency of the United States of America) or other nature (whether or not such are of the same nature as any of the foregoing) or of the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities market; (2) a suspension or a material limitation in trading in securities generally on the Stock Exchange; (3) a suspension or a material limitation in trading in the Company's securities on the Stock Exchange for more than ten consecutive Business Days (other than pending publication of the Announcement or any other document relating to the Rights Issue); (4) a general moratorium on commercial banking activities in Hong Kong declared by the relevant authority or a material disruption in commercial banking or securities settlement or clearance services in Hong Kong; or

TERMINATION AND FORCE MAJEURE. If there is a force majeure event, the parties to the Acquisition Agreement may agree to terminate the Acquisition Agreement. The force majeure events include (a) state of war or government order that prohibits the transfer of the equity interest as contemplated; (b) social instability or similar events that have direct impact on the transfer of equity interest as contemplated; (c) acts of god, such as typhoon, flood, explosion, earthquake and other natural adverse events; and (d) other events that may be agreed by the parties to the Acquisition Agreement as force majeure events. As one of the conditions precedent to Completion, the Kunming Eye Hospital will dispose of the Hospital Premises to the Landlord and that the Landlord will lease the Hospital Premises back to the Kunming Eye Hospital. The Directors consider that the operation of the Kunming Eye Hospital will not require the ownership of the Hospital Premises so long as the Kunming Eye Hospital has the right to continue to use the Hospital Premises upon normal commercial terms. In this connection, the Lease Agreement will be entered into between the Landlord and the Kunming Eye Hospital prior to the date of Completion on the following terms: