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. 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. 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 MEM may terminate this Agreement: a) if the Goods and/or Services include one or more items and/or services that are (at MEM’s sole discretion) critical to MEM’s business, by 1 day prior notice to the Contractor; and b) otherwise, at any time and in its sole discretion by 7 days prior notice to the Contractor. 9.2 MEM may terminate this Agreement (without prejudice to any rights that MEM 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 MEM’s sole discretion) critical to MEM’s business - by 1 days 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 MEM requesting the breach be remedied. 9.3 If this Agreement is terminated under clause 9.1, MEM 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 MEM 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. 9.4 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, the performance of those obligations is affected by the Event of Force Majeure; and c) the affected Party must use its best endeavours to overcome or remove the effects of the Event of Force Majeure, to mitigate its effects and to minimise the delay, provided that this does not require...

TERMINATION AND FORCE MAJEURE. 12.1 The Sole Global Coordinator (for itself and on behalf of the Hong Kong Underwriters) is entitled to terminate this Agreement by giving written notice at any time before 8:00 a. m. (Hong Kong time) on the Listing Date (“Termination Time”) to the Company if any of the following events shall occur prior to the Termination Time: (a) there comes to the notice of any of the Sole Sponsor, the Sole Global Coordinator or the Hong Kong Underwriters: (1) that any statement contained in any of the Hong Kong Public Offering Documents was, when it was issued, or has become or been discovered to be untrue, incorrect or misleading in any material respect, or that any forecast, estimate, expression of opinion, intention or expectation contained in any of the Hong Kong Public Offering Documents is not fair or honest in any material respect or based on reasonable assumptions; or (2) that any matter has arisen or has been discovered which would, had it arisen or been discovered immediately before the date of the Prospectus, constitute, in the sole and absolute opinion of the Sole Global Coordinator (for itself and on behalf of the Hong Kong Underwriters), a material omission in any of the Hong Kong Public Offering Documents in the context of the Global Offering; or (3) any material breach of any of the obligations imposed on any party to this Agreement (other than those undertaken by the Sole Sponsor and/or the any of the Hong Kong Underwriters) which, in any such case, is considered, in the reasonable opinion of the Sole Global Coordinator (for itself and on behalf of the Hong Kong Underwriters), to be material and adverse in the context of the Global Offering; or (4) any event, act or omission which gives or could reasonably be expected to give rise to any material liability of the Company or any of the Executive Directors and the Covenantors arising out of or in connection with any representations, warranties or undertakings contained in this Agreement; or (5) any contravention by any member of the Group of the Companies (Miscellaneous) Ordinance, the Companies Ordinance, the Companies Act or he Listing Rules which has resulted or would result in a Material Adverse Change; or (6) any material contravention by any member of the Group of, or non- compliance of any of the Hong Kong Public Offering Documents or any aspect of the Global Offering with, the Listing Rules or applicable laws; or (7) any material adverse change, or any development involving a prospective materi...

TERMINATION AND FORCE MAJEURE. 10.1 In the event either party fails to materially comply with this Agreement or breaches any article of this Agreement, the other party shall give such party thirty (30) days for remedy with a written notice. If such party fails to correct its own default within thirty (30) days, the non-default party shall be entitled to terminate this Agreement by a respective written notice.

TERMINATION AND FORCE MAJEURE. This agreement can be cancelled or amended at any time but 4 weeks notice (or any such time as may be required by 3rd Party providers) is required to allow for any winding down or cancellation of any contracts in force that may be affected by this cancellation or amendment. Any cost associated with the winding down or cancellation will become the total responsibility of the Club. Webmasters or Team Administrators shall have no liability for any failure or delay in supply or delivery that is caused by any event or circumstance beyond our reasonable control (including, without limitation, , equipment breakdowns, strikes, lockouts and other industrial disputes). The club will, in the event of Webmaster’s or Team Administrators equipment breakdown, make available the use of Club equipment to enable this agreement to be continued. Webmasters or Team Administrators will have no liability for the legality of any information provided for publication and should be indemnified by the club for this eventuality.