Common use of Termination and Liquidation Clause in Contracts

Termination and Liquidation. 17.1 Subject to clause 17.2, this Agreement shall terminate: (a) when only one Shareholder holds all the Shares; or (b) when a resolution is passed by the Shareholders or creditors, or an order is made by a court or other competent body or person instituting a process that shall lead to the JVCo being wound up and its assets being distributed among the JVCo's creditors, Shareholders or other contributors. 17.2 On termination of this Agreement, the following clauses shall continue in force: clause 1 (interpretation); this clause; clause 20 (confidentiality); clause 26 (assignment and other dealings); clause 27 (entire agreement); clause 28 (variation and waiver); clause 29 (costs); clause 30 (no partnership or agency); clause 31 (notices); clause 32 (severance); and clause 37 (governing law and jurisdiction). 17.3 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination. 17.4 If this agreement terminates each Party shall, if requested by the other, procure that the name of the JVCo is changed to avoid confusion with the name of the Party making the request. 17.5 Where, following an event referred to in clause 17.1(b), the JVCo is to be wound up and its assets distributed, the Parties shall agree a suitable basis for dealing with the interests and assets of the JVCo and shall endeavour to ensure that, before dissolution: (a) all existing contracts of the JVCo are performed to the extent that there are sufficient resources; (b) the JVCo shall not enter into any new contractual obligations; (c) the JVCo's assets are distributed as soon as practical.

Termination and Liquidation. 17.1 16.1 Subject to clause 17.216.2, this Agreement shall terminate: (a) 16.1.1 when there shall remain only one 1 Shareholder holds all in the SharesJVC; 16.1.2 when both parties agree in writing to terminate this Agreement; or (b) 16.1.3 when a resolution is passed by the Shareholders JVC has suffered or creditors, or incurred an order is made by a court or other competent body or person instituting a process that shall lead to the JVCo being wound up and its assets being distributed among the JVCo's creditors, Shareholders or other contributorsInsolvency Event. 17.2 16.2 On termination of this Agreement, the following clauses shall continue in force: : 16.2.1 clause 1 (interpretation); ; 16.2.2 clause 9 (restrictions on parties); 16.2.3 this clause; clause (termination and liquidation); 16.2.4 clause 20 (confidentiality); ; 16.2.5 clause 26 24 (assignment and other dealings); ; 16.2.6 clause 27 25 (entire agreement); ; 16.2.7 clause 28 26 (variation and waiver); ; 16.2.8 clause 29 27 (costs); ; 16.2.9 clause 30 28 (no partnership or agency); ; 16.2.10 clause 31 29 (notices); ; 16.2.11 clause 32 30 (severance); 16.2.12 clause 35 (inadequacy of damages); 16.2.13 clause 36 (language); and and 16.2.14 clause 37 (governing law and jurisdiction). 17.3 16.3 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement this Agreement which existed at or before the date of termination. 17.4 16.4 If this agreement Agreement terminates each Party party shall, if requested by the other, procure that the name of the JVCo JVC is changed to avoid confusion with the name of the Party party making the request. 17.5 16.5 Where, following an event referred to in clause 17.1(b)16.1.3 or clause 13.9, the JVCo JVC is to be wound up and its assets distributed, the Parties parties shall agree a suitable basis for dealing with the interests and assets of the JVCo JVC and shall endeavour to ensure that, before dissolution: (a) 16.5.1 all existing contracts of the JVCo JVC are performed to the extent that there are sufficient resources; (b) 16.5.2 the JVCo JVC shall not enter into any new contractual obligations; (c) 16.5.3 the JVCo's JVC’s assets are distributed as soon as practical; and 16.5.4 any assets transferred to the JVC by the respective parties shall be returned to such party or as such party directs.

Termination and Liquidation. 17.1 16.1 Subject to clause 17.216.2, this Agreement agreement shall terminate: (a) when only one Shareholder holds all party and its Permitted Transferee under the SharesArticles ceases to hold any shares in the JVC; or (b) when a resolution is passed by the Shareholders shareholders or creditors, or an order is made by a court or other competent body or person instituting a process that shall lead to the JVCo JVC being wound up and its assets being distributed among the JVCo's JVC’s creditors, Shareholders shareholders or other contributors. 17.2 16.2 On termination of this Agreementagreement, the following clauses shall continue in force: : (a) clause 1 (interpretation); ; (b) clause 10.5 (c) clause 12 (tax matters); (d) this clause; ; (e) clause 20 18 (confidentiality); ; (f) clause 26 22 (assignment and other dealings); ; (g) clause 27 23 (entire agreement); ; (h) clause 28 24 (variation and waiver); ; (i) clause 29 25 (costs); ; (j) clause 30 26 (no partnership or agency); ; (k) clause 31 27 (notices); ; (l) clause 32 28 (severance); (m) clause 33 (inadequacy of damages); (n) clause 34 (language); and and (o) clause 37 35 (governing law and jurisdiction). 17.3 16.3 Termination of this Agreement agreement shall not affect any rights, remedies, obligations or liabilities of the Parties parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination. 17.4 16.4 If this agreement terminates each Party party shall, if requested by the other, procure that the name of the JVCo JVC is changed to avoid confusion with the name of the Party party making the request. 17.5 16.5 Where, following an event referred to in clause 17.1(b16.1(b), the JVCo JVC is to be wound up and its assets distributed, the Parties parties shall agree a suitable basis for dealing with the interests and assets of the JVCo JVC and shall endeavour to ensure that, before dissolution: (a) all existing contracts of the JVCo JVC are performed to the extent that there are sufficient resources; (b) the JVCo JVC shall not enter into any new contractual obligations;; and (c) the JVCo's JVC’s assets are distributed as soon as practical.;

Termination and Liquidation. 17.1 20.1 Subject to clause 17.220.2, this Agreement agreement shall terminate: (a) when only one Shareholder holds all cease[s] to hold any shares in the SharesJVC subject to any party executing the Deed of Adherence; or (b) when a resolution is passed by the Shareholders shareholders or creditors, or an order is made by a court or other competent body or person instituting a process that shall lead to the JVCo JVC being wound up and its assets being distributed among the JVCo's JVC’s creditors, Shareholders shareholders or other contributors; or (c) breach of obligations listed in clause 5. 17.2 20.2 On termination of this Agreementagreement, the following clauses shall continue in force: : (a) clause 1 (interpretation); ; (b) clause 13 (tax matters); (c) this clause; ; (d) clause 20 18 (confidentiality); ; (e) clause 26 22 (assignment and other dealings); ; (f) clause 27 23 (entire agreement); ; (g) clause 28 24 (variation and waiver); ; (h) clause 29 25 (costs); ; (i) clause 30 26 (no partnership or agency); ; (j) clause 31 27 (notices); ; (k) clause 32 28 (severancesxxxxxxxx); (l) clause 33 (language); and (m) clause 34 and clause 37 35 (governing law and jurisdiction). 17.3 20.3 Termination of this Agreement agreement shall not affect any rights, remedies, obligations or liabilities of the Parties parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination. 17.4 20.4 If this agreement terminates each Party party shall, if requested by the other, procure that the name of the JVCo JVC is changed to avoid confusion with the name of the Party party making the request. 17.5 20.5 Where, following an event referred to in clause 17.1(b20.1(b), the JVCo JVC is to be wound up and its assets distributed, the Parties parties shall agree a suitable basis for dealing with the interests and assets of the JVCo JVC and shall endeavour to ensure that, before dissolution: (a) all existing contracts of the JVCo JVC are performed to the extent that there are sufficient resources; (b) the JVCo JVC shall not enter into any new contractual obligations;; and (c) the JVCo's JVC’s assets are distributed as soon as practical.