Common use of Termination and Suspension Clause in Contracts

Termination and Suspension. (a) Without prejudice to any claim or right it might otherwise make or exercise, Supplier shall have the right forthwith to terminate the Contract with immediate effect by notice and to claim for any losses, costs or expenses thereby incurred if: (i) Customer commits a material breach of any term of the Contract (including a failure to pay any amount due under the Contract on the due date for payment) and (if such a breach is remediable) fails to remedy that breach within 30 days of Customer being notified in writing to do so; (ii) Customer makes or offers to make any arrangement or composition with creditors or suffers any act of insolvency, bankruptcy, or if any petition or receiving order in bankruptcy is presented or made against Customer, or if any resolution or petition to wind up Customer is passed or presented otherwise than for reconstruction or amalgamation or if a receiver of Customer's property or assets or any part thereof is appointed (or, if any step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction) or if a third party seizes or threatens to seize the Products before legal ownership has passed to Customer in accordance with clause 6 above. (iii) Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or (iv) Customer's financial position deteriorates to such an extent that in Supplier’s opinion Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. (b) Without limiting its other rights or remedies, Supplier may suspend provision of the Products and/or Services under the Contract (including suspending any Software license and rendering the Products inoperable in whole or part) if Customer becomes subject to any of the events listed in clause 19 (a)(i) to (a)(iv) above, or Supplier reasonably believes that Customer is about to become subject to any of them, or if Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment. (c) On termination of the Contract for any reason Customer shall immediately pay to Supplier all of Supplier's outstanding unpaid invoices and interest. (d) Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim monies due or damages in respect of any breach of this Contract that existed at or before the date of termination.

Termination and Suspension. 18.1 Either party may terminate this Agreement at any time by giving the other party no less than 5 Business Days’ notice in writing. 18.2 WLSL may also terminate this Agreement upon the occurrence of any one or more of the following events: (a) Without the withdrawal or non-renewal upon expiry (or when called upon to do so) of the Standing Authority (Client Securities) given by the Client to WLSL; (b) the withdrawal of the Client's appointment of WLSL as the Client’s custodian under Clause 8.1;or (c) where the Client no longer maintains any Account with WLSL or where WLSL no longer provides any services to the Client by virtue of Clause 18.6. 18.3 Termination under this Clause is without prejudice to any claim or right it might otherwise make or exercise, Supplier other provisions of this Agreement and shall have the right forthwith to terminate the Contract with immediate effect by notice and to claim for any losses, costs or expenses thereby incurred ifnot affect: (ia) Customer commits a material breach of any term of Transactions entered into by WLSL pursuant to this Agreement before the Contract (including a failure to pay any amount due under the Contract on the due date for payment) and (if such a breach is remediable) fails to remedy that breach within 30 days of Customer being notified in writing to do sotermination; (iib) Customer makes any accrued rights or offers liabilities of any of the parties to make this Agreement which may already have arisen; (c) any arrangement or composition with creditors or suffers warranties, representations, undertakings and indemnities given by the Client; (d) any act rights of insolvency, bankruptcy, or if WLSL over any petition or receiving order in bankruptcy is presented or made against Customer, or if any resolution or petition to wind up Customer is passed or presented otherwise than for reconstruction or amalgamation or if a receiver of Customerthe Client's property in the possession or assets control of WLSL whether the same be held for safe custody, margin or otherwise and whether pursuant to this Agreement or otherwise so long as there are any part thereof is appointed outstanding liabilities of the Client to WLSL; and (or, if any step e) the rights or action is taken in another jurisdiction, liabilities of either party to this Agreement arising out of or in connection with any analogous procedure in outstanding orders or open contracts at the relevant jurisdiction) time of such termination whether as to margin, commissions, expenses, indemnity or if a third party seizes otherwise whatsoever or threatens to seize the Products before legal ownership has passed to Customer howsoever in accordance with the terms of this Agreement until all such contracts have been closed out or settlement and/or delivery has been effected and all such liabilities have been fully xxxxxxxxxx.Xx the event the notice of termination from the Client is actually received by WLSL beyond the notice period mentioned in clause 6 above18.1, service of notice of termination by the Client shall not affect any Transaction entered into pursuant to the Agreement before the expiration of one (1) Business Day after the actual receipt of by WLSL of the termination notice. Notwithstanding anything in the Agreement, WLSL may at its full discretion, reasonably exercised, to immediately cease or refuse to carry out or execute any order or orders of the Client (a) upon receipt of a termination notice from the Client and/ or (b) upon issuance of a termination notice by WLSL to the Client; as the case may be, both notwithstanding that the notice period in clause 18.1 has not expired. (iii) Customer suspends18.4 Upon termination of this Agreement under this Clause, threatens all amounts due or owing by the Client to suspend, ceases or threatens to WLSL under this Agreement shall become immediately due and payable. WLSL shall cease to carry have any obligations to purchase or sell Securities on all behalf of the Client in accordance with the provisions of this Agreement, notwithstanding any instructions from the Client to the contrary. 18.5 WLSL may suspend the services to the Client in relation to or a substantial part of its business; orunder the Account without prior notice (iva) Customer's financial position deteriorates to such an extent that in Supplier’s opinion Customer's capability to adequately fulfil its obligations under where the Contract Account has been placed in jeopardy.recorded no trading activity for a continuous period of 12 months; (b) Without limiting its in the event of system failure, force majeure, suspicion of money laundering terrorist financing and/or other rights or remedies, Supplier may suspend provision illegal activities through the Transactions and/or the use of the Products and/or Services under the Contract (including suspending any Software license and rendering the Products inoperable in whole or part) if Customer becomes subject to any of the events listed in clause 19 (a)(i) to (a)(iv) above, or Supplier reasonably believes that Customer is about to become subject to any of them, or if Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.Account; and/or (c) On termination where requirements of the Contract court orders, applicable laws and regulations, regulatory authorities, investigation by any competent authority or WLSL for any reason Customer shall immediately pay to Supplier all of Supplier's outstanding unpaid invoices legal and interestregulatory compliance purpose warrant such suspension. (d) Termination 18.6 WLSL may terminate the services to the Client in relation to or under the Account without prior notice where the Account has recorded no trading activity for a continuous period of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim monies due or damages in respect of any breach of this Contract that existed at or before the date of termination18 months.

Termination and Suspension. (a) Without prejudice to any claim or right it might otherwise make or exercise, Supplier shall have the right forthwith to terminate the Contract ASA with immediate effect by notice and to claim for any losses, costs or expenses thereby incurred if: (i) Customer commits a material breach of any term of the Contract ASA (including a failure to pay any amount due under the Contract ASA on the due date for payment) and (if such a breach is remediable) fails to remedy that breach within 30 days of Customer being notified in writing to do so; (ii) Customer makes or offers to make any arrangement or composition with creditors or suffers any act of insolvency, bankruptcy, or if any petition or receiving order in bankruptcy is presented or made against Customer, or if any resolution or petition to wind up Customer is passed or presented otherwise than for reconstruction or amalgamation or if a receiver of Customer's property or assets or any part thereof is appointed (or, if any step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction) or if a third party seizes or threatens to seize the Products before legal ownership has passed to Customer in accordance with clause 6 above. (iii) Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or (iv) Customer's financial position deteriorates to such an extent that in Supplier’s opinion Customer's capability to adequately fulfil its obligations under the Contract ASA has been placed in jeopardy. (b) The Customer may terminate the ASA by giving not less than three (3) months written notice to the Supplier. No refund of the Fees, as set out in the ASA, paid in advance shall be given. (c) Without limiting its other rights or remedies, Supplier may suspend provision of the Products and/or Services under the Contract (including suspending any Software license and rendering the Products inoperable in whole or part) ASA if Customer becomes subject to any of the events listed in clause 19 (a)(i) to (a)(iv) above, or Supplier reasonably believes that Customer is about to become subject to any of them, or if Customer fails to pay any amount due under the Contract ASA on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment. (cd) On termination of the Contract ASA for any reason Customer shall immediately pay to Supplier all of Supplier's outstanding unpaid invoices and interest. (de) Termination of the Contract ASA shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim monies due or damages in respect of any breach of this Contract the ASA that existed at or before the date of termination.

Termination and Suspension. 12.1 The Consultant may terminate its engagement only in the event of a material breach by the Client of its obligations under this Agreement which is irremediable or, where remediable, which the Client shall have failed to remedy within a reasonable time (but not less than 21 days) after receiving notice in writing from the Consultant specifying the breach and requiring its remedy, in which case the Consultant shall be entitled forthwith by written notice to the Client to terminate its engagement. 12.2 The Client may forthwith by notice in writing to the Consultant suspend the engagement of the Consultant. Unless otherwise agreed the Consultant’s engagement shall be deemed to have been terminated if the Client does not issue an instruction to the Consultant to resume work within one year after the issue of the instruction to suspend under this clause. 12.3 The Client may at any time by notice in writing terminate the Consultant’s engagement. 12.4 Upon any termination under clause 12.1 or 12.3 or suspension under clause 12.2 of the Consultant’s engagement the Consultant shall immediately take steps to cease the provision of the Services in an orderly manner with all reasonable speed and economy and upon request shall deliver to the Client copies of all drawings and other documents in its possession custody or control (whether in the course of preparation or completed) connected with the Project. 12.5 Upon any termination under clauses 12.1 or 12.3 or suspension under clause 12.2 of the Consultant’s engagement the Client shall pay to the Consultant: (a) Without prejudice such proportion of the Fee as is commensurate with the Services properly performed by the Consultant up to the date of termination or suspension having regard to all the circumstances surrounding the termination or suspension less the amount of any claim payment in respect of the Fee previously made. Upon resumption of work after a suspension any payment under this clause 12.5 shall be on account of any payment subsequently due under clause 5; and (b) save in relation to a termination under clause 12.3 arising out of or right it might otherwise make or exercisein connection with the Consultant’s default, Supplier shall have the right forthwith to terminate the Contract Consultant’s costs directly incurred from complying with immediate effect by notice and to claim for any lossesits obligations under clause 12.4, costs or expenses thereby incurred ifprovided that: (i) Customer commits a material breach of any term of the Contract (including a failure to pay any amount due under the Contract on the due date for payment) and (if such a breach is remediable) fails to remedy that breach within 30 days of Customer being notified in writing to do so;costs have been reasonably incurred; and (ii) Customer makes or offers the Consultant has taken all reasonable steps to make any arrangement or composition with creditors or suffers any act mitigate the incurring of insolvency, bankruptcy, or if any petition or receiving order in bankruptcy is presented or made against Customer, or if any resolution or petition to wind up Customer is passed or presented otherwise than for reconstruction or amalgamation or if a receiver of Customer's property or assets or any part thereof is appointed (or, if any step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction) or if a third party seizes or threatens to seize the Products before legal ownership has passed to Customer in accordance with clause 6 abovesuch costs. (iii) Customer suspends12.6 Save as set out above, threatens to suspend, ceases upon any termination or threatens to cease to carry on all or a substantial part of its business; or (iv) Customer's financial position deteriorates to such an extent that in Supplier’s opinion Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. (b) Without limiting its other rights or remedies, Supplier may suspend provision suspension of the Products and/or Services under the Contract (including suspending any Software license and rendering the Products inoperable in whole Consultant’s engagement or part) if Customer becomes subject to any of the events listed in clause 19 (a)(i) to (a)(iv) above, or Supplier reasonably believes that Customer is about to become subject to any of them, or if Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment. (c) On termination of this Agreement howsoever arising the Contract for any reason Customer shall immediately pay to Supplier all of Supplier's outstanding unpaid invoices and interest. (d) Termination of the Contract Client shall not affect any of be liable to the parties' rights and remedies that have accrued as at termination, including the right to claim monies due Consultant for or damages in respect of any breach loss of profit, loss of contracts or other claims, losses or expenses arising out of or in connection with such termination or suspension. 12.7 Subject to clause 12.6 any termination of the Consultant’s engagement or of this Contract Agreement shall not prejudice or affect the accrued rights (including rights of set-off) or claims that existed at or before either party may have and the date provisions of clauses 0, 7, 8, 9, 10, 11, 13, 16, 17, 18, 19, 20, 21, 23 and 24 shall continue to have effect notwithstanding termination.

Termination and Suspension. (a) Without prejudice 20.1 The Supplier may terminate this agreement or any other contract which it has with the Customer at any time by giving notice in writing to any claim or right it might otherwise make or exercise, Supplier shall have the right forthwith to terminate the Contract with immediate effect by notice and to claim for any losses, costs or expenses thereby incurred Customer if: (ia) the Customer commits a material breach of any term this agreement and such breach is not remediable; (b) the Customer commits a material breach of this agreement which is not remedied within 14 days of receiving written notice of such breach; (c) the Contract (including a failure Customer has failed to pay any amount due under the Contract this agreement on the due date for payment) and (if such a breach is remediable) fails to remedy that breach amount remains unpaid within 30 days of after the Supplier has given notification that the payment is overdue; or (d) any consent, licence or authorisation held by the Customer being notified is revoked or modified such that the Customer is no longer able to comply with its obligations under this agreement or receive any benefit to which it is entitled. 20.2 The Supplier may terminate this agreement at any time by giving notice in writing to the Customer if the Customer: (a) stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so; (iib) Customer makes or offers is unable to make any arrangement or composition with creditors or suffers any act pay its debts either within the meaning of insolvency, bankruptcy, section 123 of the Insolvency Act 1986 or if any petition the Supplier reasonably believes that to be the case; (c) becomes the subject of a company voluntary arrangement under the Insolvency Act 1986; (d) has a receiver, manager, administrator or receiving order in bankruptcy is presented or made against Customer, or if any resolution or petition to wind up Customer is passed or presented otherwise than for reconstruction or amalgamation or if a administrative receiver of Customer's property or assets appointed over all or any part thereof is appointed (orof its undertaking, if any step assets or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction) or if a third party seizes or threatens to seize the Products before legal ownership has passed to Customer in accordance with clause 6 above.income; (iiie) Customer suspendshas a resolution passed for its winding up; (f) has a petition presented to any court for its winding up or an application is made for an administration order, threatens or any winding-up or administration order is made against it; (g) is subject to suspend, ceases or threatens to cease to carry on all or a substantial part any procedure for the taking control of its businessgoods that is not withdrawn or discharged within seven days of that procedure being commenced; (h) has a freezing order made against it; (i) is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items; or (ivj) Customer's financial position deteriorates is subject to such an extent that any events or circumstances analogous to those in Supplier’s opinion Customer's capability to adequately fulfil its obligations under the Contract has been placed this clause 19.2 in jeopardyany jurisdiction. (b) 20.3 The Supplier may terminate this agreement at any time by giving not less than four weeks’ notice in writing to the Customer if the Customer undergoes a change of Control or if it is realistically anticipated that it shall undergo a change of Control within two months. 20.4 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate this agreement under this clause 19, it shall immediately notify the Supplier in writing. 20.5 Termination or expiry of this agreement shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination. 20.6 Without limiting its other rights or remedies, the Supplier may suspend provision of the Products and/or Services under this agreement or any other contract between the Contract (including suspending any Software license Customer and rendering the Products inoperable in whole or part) Supplier if the Customer becomes subject to any of the events listed in clause 19 (a)(i) to (a)(iv) above19.1 and 19.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under the Contract this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment. (c) On termination of the Contract for any reason Customer shall immediately pay to Supplier all of Supplier's outstanding unpaid invoices and interest. (d) Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim monies due or damages in respect of any breach of this Contract that existed at or before the date of termination.

Termination and Suspension. 13.1 The Company may terminate the Employment by written notice to the Employee, effective immediately upon the delivery of such notice, with no liability to make any further payment to the Employee (other than in respect of amounts accrued due at the date of termination) if the Employee: (a) Without prejudice to commits any claim serious or right it might otherwise make or exercise, Supplier shall have the right forthwith to terminate the Contract with immediate effect by notice and to claim for any losses, costs or expenses thereby incurred if: (i) Customer commits a material repeated breach of any term of the Contract (including a failure to pay any amount due his obligations under the Contract on the due date for payment) and (if such a breach is remediable) fails to remedy that breach within 30 days of Customer being notified in writing to do sothis Agreement; (iib) Customer is guilty of misconduct, negligence or omission which, in the Company’s opinion, has damaged or may damage the business or affairs of the Company or an affiliate or subsidiary of the Company; (c) engages in conduct which, in the Company’s reasonable opinion, brings or is likely to bring the Employee, the Company or an affiliate or subsidiary of the Company into disrepute; (d) engages in conduct which, in the Company’s reasonable opinion, could be characterized as competing with the Company, including, but not limited to, as described in Article 15 herein; (e) violates the obligations of Confidentiality, as described herein; (f) is convicted of a criminal offence (other than a road traffic offence not subject to a custodial sentence); (g) is declared bankrupt or makes or offers to make any arrangement with or composition with creditors or suffers any act for the benefit of insolvency, bankruptcy, or if any petition or receiving order in bankruptcy is presented or made against Customer, or if any resolution or petition to wind up Customer is passed or presented otherwise than for reconstruction or amalgamation or if a receiver of Customer's property or assets or any part thereof is appointed (or, if any step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction) or if a third party seizes or threatens to seize the Products before legal ownership has passed to Customer in accordance with clause 6 above. (iii) Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its businesshis creditors; or (ivh) Customer's financial position deteriorates any other cause provided by law as grounds for summary termination. This clause shall not restrict any other right the Company may have to such an extent that terminate the Employment summarily. Any delay by the Company in Supplier’s opinion Customer's capability to adequately fulfil exercising its obligations rights under the Contract has been placed in jeopardythis clause shall not constitute a waiver of those rights. 13.2 If (bdue to illness or otherwise) Without limiting its other rights or remedies, Supplier may suspend provision of the Products and/or Services Employee cannot properly and effectively perform his duties under the Contract (including suspending any Software license and rendering the Products inoperable in whole or part) if Customer becomes subject to any of the events listed in clause 19 (a)(i) to (a)(iv) above, or Supplier reasonably believes that Customer is about to become subject to any of them, or if Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment. (c) On termination of the this Contract for a period of 180 consecutive days during any reason Customer shall immediately pay consecutive twelve (12) month period, the Company may terminate the Employment forthwith by giving the Employee written notice prior to Supplier the date Employee resumes the rendering of services hereunder, and salary and all benefits will cease as of Supplier's outstanding unpaid invoices and interest. (d) Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim monies due or damages in respect of any breach of this Contract that existed at or before the date of termination, and the Company shall pay the Employee six month’s salary as severance pay. 13.3 The Company may in its absolute discretion suspend the Employee from the Employment on full salary during any period in which the Company is carrying out an investigation into any acts or defaults (or alleged or suspected acts or defaults) of the Employee. 13.4 Upon termination of the Employment for whatever reason the Employee will deliver to the Company all books, documents, papers, materials, credit cards and other property relating to the business of the Company which may then be in his possession or under his power or control. 13.5 The Employee will not at any time after termination of the Employment represent himself as being in any way connected with or interested in the business of, or employed by, the Company or any of its affiliates.

Termination and Suspension. (a) Without prejudice to any claim or right it might otherwise make or exercise, Supplier shall have the right forthwith to terminate the Contract with immediate effect by notice and to claim for any losses, costs or expenses thereby incurred if: (i) Customer commits a material breach of any term of the Contract (including a failure to pay any amount due under the Contract on the due date for payment) and (if such a breach is remediable) fails to remedy that breach within 30 days of Customer being notified in writing to do so;breach (ii) Customer makes or offers to make any arrangement or composition with creditors or suffers any act of insolvency, bankruptcy, or if any petition or receiving order in bankruptcy is presented or made against Customer, or if any resolution or petition to wind up Customer is passed or presented otherwise than for reconstruction or amalgamation or if a receiver of Customer's property or assets or any part thereof is appointed (or, if any step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction) or if a third party seizes or threatens to seize the Products before legal ownership has passed to Customer in accordance with clause 6 above). (iii) Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or (iv) Customer's financial position deteriorates to such an extent that in Supplier’s opinion Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. (b) Either Party may terminate the Contract at or after the end of the Initial Term by giving not less than 6 months written notice (so that the earliest termination date shall be the last day of the Initial Term). (c) Without limiting its other rights or remedies, Supplier may suspend provision of the Products and/or Chart and Data Services under the Contract (including suspending any Software license and rendering the Products Chart and Data Services inoperable in whole or part) if Customer becomes subject to any of the events listed in clause 19 12 (a)(i) to (a)(iviv) above, or Supplier reasonably believes that Customer is about to become subject to any of them, or if Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment. (cd) (On termination of the Contract for any reason Customer shall immediately pay to Supplier all of Supplier's outstanding unpaid invoices and interestinterest and Supplier shall terminate access to the Chart and Data Services and applicable Software. (de) (Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim monies due or damages in respect of any breach of this Contract that existed at or before the date of termination.

Termination and Suspension. (a) Without prejudice to any claim or right it might otherwise make or exercise, Supplier shall have the right forthwith to terminate the Contract with immediate effect by notice and to claim for any losses, costs or expenses thereby incurred if: (i) Customer commits a material breach of any term of the Contract (including a failure to pay any amount due under the Contract on the due date for payment) and (if such a breach is remediable) fails to remedy that breach within 30 days of Customer being notified in writing to do so; (ii) Customer makes or offers to make any arrangement or composition with creditors or suffers any act of insolvency, bankruptcy, or if any petition or receiving order in bankruptcy is presented or made against Customer, or if any resolution or petition to wind up Customer is passed or presented otherwise than for reconstruction or amalgamation or if a receiver of Customer's property or assets or any part thereof is appointed (or, if any step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction) or if a third party seizes or threatens to seize the Products before legal ownership has passed to Customer in accordance with clause 6 above. (iii) Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or (iv) Customer's financial position deteriorates to such an extent that in Supplier’s opinion Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. (b) Either Party may terminate the Contract at or after the end of the Initial Term by giving not less than three (3) months written notice (so that the earliest termination date shall be the last day of the Initial Term). (c) Without limiting its other rights or remedies, Supplier may suspend provision of the Support Services (and Products and/or Services if applicable) under the Contract (including suspending any Software license and rendering the Products inoperable in whole or part) if Customer becomes subject to any of the events listed in clause 19 (a)(i) to (a)(iv) above, or Supplier reasonably believes that Customer is about to become subject to any of them, or if Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment. (cd) On termination of the Contract for any reason Customer shall immediately pay to Supplier all of Supplier's outstanding unpaid invoices and interest. (de) Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim monies due or damages in respect of any breach of this Contract that existed at or before the date of termination.

Termination and Suspension. (a) Without prejudice to any claim or right it might otherwise make or exercise, 9.1 The Supplier shall have the right forthwith to may terminate the Contract Agreement with immediate effect by giving written notice and to claim for any losses, costs or expenses thereby incurred the Customer if: (i) Customer commits a material breach of any term of the Contract (including a failure to pay any amount due under the Contract on the due date for payment) and (if such a breach is remediable) fails to remedy that breach within 30 days of Customer being notified in writing to do so; (iia) Customer makes or offers to make any arrangement or composition with creditors or suffers any act of insolvency, bankruptcy, or if any petition or receiving order in bankruptcy is presented or made against Customer, or if any resolution or petition to wind up the Customer is passed or presented otherwise than for reconstruction or amalgamation or if a receiver in breach of Customer's property or assets or any part thereof is appointed (or, if any step or action is taken the warranty given at clause 5.1 in another jurisdiction, in connection with any analogous procedure in respect of the relevant jurisdiction) or if a third party seizes or threatens to seize the Products before legal ownership has passed to Customer in accordance with clause 6 above.Equipment; (iiib) the Customer suspends, or threatens to suspend, ceases payment of its debts, or threatens is unable to cease pay its debts as they fall due or admits inability to carry on all pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply; (c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer; (d) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer; (e) (being a company) the holder of a qualifying floating charge over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver; (f) a person becomes entitled to appoint a receiver over the Customer’s assets or a substantial part of its business; orreceiver is appointed over the Customer’s assets; (ivg) the Customer's ’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer's ’s capability to adequately fulfil its obligations under the Contract Agreement has been placed in jeopardy.; (h) (being an individual) the Customer is the subject of a bankruptcy order, dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation; (i) the Customer fails to pay any amount due under the Agreement on the due date for payment; or (j) the Customer fails to reach the Minimum Order Value in respect of three consecutive Orders; (k) any event in any jurisdiction other than England and Wales which is analogous to the events in clause 9.1 (b) to (h). 9.2 Without limiting its other rights or remedies, Supplier may suspend provision if the Customer is in breach of the Products and/or Services under the Contract (including suspending any Software license and rendering the Products inoperable in whole or part) if Customer becomes subject to any of the events circumstances listed in clause 19 (a)(i) to (a)(iv) above, 9.1 or the Supplier reasonably believes that the Customer is about to become subject to any of them, or the Supplier may: (a) charge an administration fee of £100 plus VAT which shall be invoiced and payable in accordance with clauses 8.9 to 8.11; and/or (b) suspend provision of the Products and, if Customer fails to pay any amount due relevant, the Services under the Contract on Agreement or any other contract between the due date for payment Customer and remains in default not less than 14 days after being notified in writing to make such payment.the Supplier; and/or (c) On termination of collect the Contract for any reason Customer shall immediately pay to Supplier all of Supplier's outstanding unpaid invoices and interest.Equipment as set out in clause 6.5; and/or (d) require the Customer to indemnify the Supplier on a £1 for £1 basis for all losses, costs or expenses of any kind suffered, sustained or incurred by the Supplier as a result of the early termination of the Agreement. 9.3 For the purposes of clause 9.2(d), the Supplier’s losses, costs and/or expenses may include but shall not be limited to: (a) the purchase cost to the Supplier of any Equipment; (b) the respective costs and expenses of installing and removing such Equipment; (c) the costs and expenses of obtaining legal or other professional advice regarding the termination under clause 9 or any mediation, litigation, enforcement or dispute resolution process concerning such termination or its consequences; and (d) the amounts due or payable by the Customer to the Supplier under the Agreement for the remainder of the Term, calculated for Products as being the Minimum Order Value for the remainder of the Term. 9.4 On termination for whatever reason, any Products which have not been paid for, and, if applicable, the Equipment shall be returned to the Supplier in satisfactory condition (subject to fair wear and tear) and if the Customer fails to return such items to the Supplier upon request, the Customer grants the Supplier the right of access to recover the Products and, where applicable, the Equipment and agrees to pay the Supplier’s costs incurred in recovering such items. The Supplier may also elect to transfer title of the Equipment to the Customer in accordance with clause 6.4. The Supplier will in no circumstances be liable for any rectification works to any premises from where Equipment has been located and/or removed. 9.5 Termination of the Contract Agreement, however arising, shall not affect any either of the parties' rights ’ rights, remedies, obligations and remedies liabilities that have accrued as at termination, including . 9.6 Clauses which expressly or by implication survive termination of the right to claim monies due or damages Agreement shall continue in respect of any breach of this Contract that existed at or before the date of terminationfull force and effect.

Termination and Suspension. (a) Without prejudice to any claim or right it might otherwise make or exercise, Supplier Transas shall have the right forthwith to terminate the Contract with immediate effect by notice and to claim for any losses, costs or expenses thereby incurred if: (i) Customer commits a material breach of any term of the Contract (including a failure to pay any amount due under the Contract on the due date for payment) and (if such a breach is remediable) fails to remedy that breach within 30 days of Customer being notified in writing to do so; (ii) Customer makes or offers to make any arrangement or composition with creditors or suffers any act of insolvency, bankruptcy, or if any petition or receiving order in bankruptcy is presented or made against Customer, or if any resolution or petition to wind up Customer is passed or presented otherwise than for reconstruction or amalgamation or if a receiver of Customer's property or assets or any part thereof is appointed (or, if any step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction) or if a third party seizes or threatens to seize the Products before legal ownership has passed to Customer in accordance with clause 6 above. (iii) Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or (iv) Customer's financial position deteriorates to such an extent that in SupplierTransas’s opinion Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. (b) Without limiting its other rights or remedies, Supplier Transas may suspend provision of the Products and/or Services under the Contract (including suspending any Software license and rendering the Products inoperable in whole or part) if Customer becomes subject to any of the events listed in clause 19 (a)(i0(i) to (a)(iv) above, or Supplier Transas reasonably believes that Customer is about to become subject to any of them, or if Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment. (c) On termination of the Contract for any reason Customer shall immediately pay to Supplier Transas all of SupplierTransas's outstanding unpaid invoices and interest. (d) Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim monies due or damages in respect of any breach of this Contract that existed at or before the date of termination.

Termination and Suspension. (a) Without prejudice to any claim or right it might otherwise make or exercise, Supplier shall have the right forthwith to terminate the Contract with immediate effect by notice and to claim for any losses, costs or expenses thereby incurred if: (i) Customer commits a material breach of any term of the Contract (including a failure to pay any amount due under the Contract on the due date for payment) and (if such a breach is remediable) fails to remedy that breach within 30 days of Customer being notified in writing to do so; (ii) Customer makes or offers to make any arrangement or composition with creditors or suffers any act of insolvency, bankruptcy, or if any petition or receiving order in bankruptcy is presented or made against Customer, or if any resolution or petition to wind up Customer is passed or presented otherwise than for reconstruction or amalgamation or if a receiver of Customer's property or assets or any part thereof is appointed (or, if any step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction) or if a third party seizes or threatens to seize the Products before legal ownership has passed to Customer in accordance with clause 6 above). (iii) Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or (iv) Customer's financial position deteriorates to such an extent that in Supplier’s opinion Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. (b) Either Party may terminate the Contract at or after the end of the Initial Term by giving not less than 6 months written notice (so that the earliest termination date shall be the last day of the Initial Term). (c) Without limiting its other rights or remedies, Supplier may suspend provision of the Products and/or Digital Data Services under the Contract (including suspending any Software license and rendering the Products Digital Data Services inoperable in whole or part) if Customer becomes subject to any of the events listed in clause 19 12 (a)(i) to (a)(iviv) above, or Supplier reasonably believes that Customer is about to become subject to any of them, or if Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment. (cd) (On termination of the Contract for any reason Customer shall immediately pay to Supplier all of Supplier's outstanding unpaid invoices and interestinterest and Supplier shall terminate access to the Digital Data Services and applicable Software. (de) (Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim monies due or damages in respect of any breach of this Contract that existed at or before the date of termination.

Termination and Suspension. (a) Without prejudice to any claim or right it might otherwise make or exercise, Supplier Transas shall have the right forthwith to terminate the Contract with immediate effect by notice and to claim for any losses, costs or expenses thereby incurred if: (i) Customer commits a material breach of any term of the Contract (including a failure to pay any amount due under the Contract on the due date for payment) and (if such a breach is remediable) fails to remedy that breach within 30 days of Customer being notified in writing to do so; (ii) Customer makes or offers to make any arrangement or composition with creditors or suffers any act of insolvency, bankruptcy, or if any petition or receiving order in bankruptcy is presented or made against Customer, or if any resolution or petition to wind up Customer is passed or presented otherwise than for reconstruction or amalgamation or if a receiver of Customer's property or assets or any part thereof is appointed (or, if any step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction) or if a third party seizes or threatens to seize the Products before legal ownership has passed to Customer in accordance with clause 6 above. (iii) Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or (iv) Customer's financial position deteriorates to such an extent that in SupplierTransas’s opinion Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. (b) Without limiting its other rights or remedies, Supplier Transas may suspend provision of the Products and/or Services under the Contract (including suspending any Software license between Customer and rendering the Products inoperable in whole or part) Transas if Customer becomes subject to any of the events listed in clause 19 (a)(i0(i) to (a)(iv) above, or Supplier Transas reasonably believes that Customer is about to become subject to any of them, or if Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment. (c) On termination of the Contract for any reason Customer shall immediately pay to Supplier Transas all of SupplierTransas's outstanding unpaid invoices and interest. (d) Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim monies due or damages in respect of any breach of this Contract that existed at or before the date of termination.

Termination and Suspension. (a) Without prejudice to 11.1 ASB or Ezypay may suspend or terminate this Agreement or suspend then terminate this Agreement or any claim or right part of it might otherwise make or exercise, Supplier shall have the right forthwith to terminate the Contract with immediate effect by notice and to claim for any losses, costs or expenses thereby incurred at its sole discretion including if: (ia) Customer commits a material You are in breach of any term Your obligations under or arising out of the Contract (including a failure to pay any amount due under the Contract on the due date for payment) and (if such a breach is remediable) fails to remedy that breach within 30 days of Customer being notified in writing to do so; (ii) Customer makes or offers to make any arrangement or composition with creditors or suffers any act of insolvency, bankruptcy, or if any petition or receiving order in bankruptcy is presented or made against Customer, or if any resolution or petition to wind up Customer is passed or presented otherwise than for reconstruction or amalgamation or if a receiver of Customer's property or assets or any part thereof is appointed (or, if any step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction) or if a third party seizes or threatens to seize the Products before legal ownership has passed to Customer in accordance with clause 6 above. (iii) Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its businessthis Agreement; or (ivb) Customer's financial position deteriorates if in Ezypay’s or ASB’s reasonable opinion, the processing of Your transactions exposes Ezypay or ASB to such an extent that unacceptable level of risk; or (c) You are or have engaged in Supplier’s opinion Customer's capability conduct which exposes Ezypay or ASB to adequately fulfil its obligations potential fines or penalties imposed under the Contract Relevant Law; or (d) Your business or Equipment is or has been placed targeted by a person engaged in jeopardyfraudulent or dishonest activity whether with or without Your knowledge; or (e) you or any service provider (other than Ezypay or ASB) that you use in connection with your merchant services has suffered a data breach (f) a direction is made by a card scheme or under Relevant Law that the Payment Service be suspended or terminated; or (g) you have experienced an adverse change in financial circumstances; or (h) we have concerns about your solvency or if you come insolvent or are subject to any form of insolvency administration or a resolution is passed or an order is made for winding up; or (i) you have a significant adverse credit event recorded against you. 11.2 This Agreement will terminate automatically and immediately if: (a) Ezypay’s registration as a member service provider or independent sales organisation with any card scheme is cancelled; (b) Without limiting its other rights or remedies, Supplier may suspend Ezypay’s agreement with ASB for the provision of the Products and/or Services under the Contract (including suspending merchant services is terminated for any Software license and rendering the Products inoperable in whole or part) if Customer becomes subject to any of the events listed in clause 19 (a)(i) to (a)(iv) above, or Supplier reasonably believes that Customer is about to become subject to any of them, or if Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.reason; or (c) On termination of the Contract for any reason Customer shall immediately pay to Supplier all of Supplier's outstanding unpaid invoices and interest. (d) Termination of the Contract shall not affect any of the parties' rights and remedies other agreement that you have accrued as at termination, including the right to claim monies due or damages with Ezypay in respect of Ezypay’s payment processing services is terminated for any breach reason. 11.3 You authorise ASB to disclose to any Card Scheme advice of termination of this Contract Agreement and the reasons for the termination. You acknowledge that existed at or before the date information concerning termination of terminationthis Agreement then becomes available to any member of the Card Schemes. This information, available to any member of the Card Schemes, may be used in assessing subsequent applications for merchant facilities. 11.4 This clause 11 survives termination of this Agreement.

Termination and Suspension. 1. A party (a“Terminating Party”) Without prejudice to any claim or right it might otherwise make or exercise, Supplier shall have the right forthwith to may immediately terminate the Contract with immediate effect by supply of equipment or services under this Agreement on written notice and to claim for the other party (“Terminated Party”) if the Terminated Party breaches any losses, costs or expenses thereby incurred if: (i) Customer commits a material breach of any non-monetary term of the Contract (including a failure to pay any amount due under the Contract on the due date for payment) this Agreement, and (if such a breach is remediable) fails to remedy that breach within 30 14 days of Customer being notified in writing after receiving notice requiring it to do so;. (ii) 2. Customer makes or offers will be liable for costs the termination of some services which may be subject to make any arrangement or composition with creditors or suffers any act of insolvency, bankruptcy, or if any petition or receiving order in bankruptcy is presented or made against Customer, or if any resolution or petition to wind up Customer is passed or presented otherwise than for reconstruction or amalgamation or if a receiver of Customer's property or assets or any part thereof is appointed (or, if any step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction) or if a third party seizes or threatens to seize the Products before legal ownership has passed to Customer minimum term in accordance with clause 6 abovethe order form. (iii) Customer suspends3. Synergy is entitled, threatens without prejudice to suspendits other termination rights, ceases to terminate this Agreement or threatens to cease to carry on suspend all or a substantial part of its business; orthe Services immediately where: (iv) Customer's financial position deteriorates to such an extent that in Supplier’s opinion Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. (b) Without limiting its other rights or remedies, Supplier may suspend provision of the Products and/or Services under the Contract (including suspending any Software license and rendering the Products inoperable in whole or part) if Customer becomes subject to any of the events listed in clause 19 (a)(i) to (a)(iv) above, or Supplier reasonably believes that Customer is about to become subject to any of them, or if a. Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than this Agreement by 14 days after being notified the date it is due; b. it is necessary due to a Force Majeure Event; c. Synergy has a right under the Agreement to terminate the Service; d. Synergy, acting reasonably, suspects that there has been fraudulent or illegal use of the Services; e. Customer has breached its credit terms with Synergy or in writing Synergy’s reasonable opinion Customer poses an Unacceptably High Credit Risk; f. Customer attempts to make assign, or assigns, any right under this Agreement otherwise than in accordance with clause 21; g. Customer is subject to any event referred to in clause 18.4 (whether or not notified); h. The Customer undergoes a change in control, and Synergy considers on reasonable grounds that such paymenta change in control will be detrimental to Synergy’s interests; or Synergy, in its absolute discretion, determines that the Service is no longer economically viable for Synergy to provide. (c) On 4. The Customer is entitled, without prejudice to its other termination rights, to terminate this Agreement with 48 hours notice where: a. the Customer has a right under the Agreement to terminate the Service; b. During the first 30 days of this Agreement only, the Customer, in its absolute discretion, determines that the Service is no longer required or does not meet the requirements of the Contract for any reason Customer shall immediately pay to Supplier all of Supplier's outstanding unpaid invoices and interestCustomer. (d) Termination 5. Synergy and the Customer will have the express rights of termination set out in the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim monies due or damages in respect of any breach of this Contract that existed at or before the date of terminationOrder Form.

Termination and Suspension. 13.1 This Agreement shall come into effect on the Effective Date and unless terminated earlier in accordance with its terms shall remain in force. Termination of this Agreement shall not of itself terminate any Contracts. 13.2 Either party may terminate this Agreement by notice to the other in the event that the other: (a) is in material breach of this Agreement where the breach is incapable of remedy; or (b) is in material breach of this Agreement where the breach is capable of remedy but the other has failed to remedy the breach within 30 Working Days of receiving notice asking for it to be remedied. A material breach shall include breach by the Customer of its payment obligations.‌ 13.3 Without prejudice to any claim or right it might otherwise make or exerciseclause 13.2, Supplier shall have the right forthwith Company may terminate this Agreement in the event that the Customer is in persistent breach of the obligations to pay amounts due and payable under this Agreement and has failed to remedy such breach within 20 Working Days of receiving notice asking for the breach to be remedied. 13.4 The Company may immediately and without notice to the Customer terminate the Contract with immediate effect by notice and to claim for any losses, costs or expenses thereby incurred ifthis Agreement: (ia) if the Customer commits a material breach ceases or threatens to cease to carry on business or is deemed to be unable to pay its debts within the meaning of any term of the Contract paragraphs (including a failure a) to pay any amount due under (e) of section 123(1) or section 123(2) of the Contract on the due date for payment) and (if such a breach is remediable) fails to remedy that breach within 30 days of Customer being notified in writing to do soInsolvency Act 1986; (iib) if any distress or execution is made on any of the Customer’s property or assets; (c) if the Customer makes or offers to make any arrangement or composition with creditors or suffers any act of insolvency, bankruptcy, or if any petition or receiving order in bankruptcy is presented or made against Customer, or creditors; (d) if any resolution or petition to wind up Customer is the Customer’s business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented otherwise than for reconstruction or amalgamation or if a receiver or administrative receiver of the Customer's ’s undertaking, property or assets shall be appointed or a petition presented for the appointment of an administrator; (e) if, where the Customer is an individual, the Customer dies or becomes bankrupt; (f) if the Customer is subject to an event analogous to any part thereof of the above in any jurisdiction in which it is appointed (orincorporated, if any step resident, carries on business or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction) or if a third party seizes or threatens to seize the Products before legal ownership has passed to Customer in accordance with clause 6 aboveassets. (iii) 13.5 In the event of breach by the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or (iv) Customer's financial position deteriorates to such an extent that in Supplier’s opinion Customer's capability to adequately fulfil any of its obligations under this Agreement, or any obligations as to payment in respect of any other agreement with the Company then, in addition to any other rights which the Company may have, the Company may immediately and without notice suspend performance of its obligations under this Agreement until the Customer’s obligations have been fully and properly performed. 13.6 The rights of termination in this clause 13 are without prejudice to any other rights which the Company may have whether under this Agreement or otherwise. 13.7 Termination or expiry of this Agreement will not affect any accrued rights or liabilities which either the Company or the Customer may have under this Agreement by the time termination takes effect. 13.8 On termination or expiry of each Contract: (a) all unpaid charges and expenses in relation to that Contract has been placed in jeopardy.shall become immediately due and payable by the Customer; (b) Without limiting its other any licences or rights or remediesgranted by the Company to the Customer in relation to that Contract shall terminate; and 13.9 the Customer shall, Supplier may suspend provision of within 20 Working Days, deliver to the Products and/or Services Company anything provided by the Company under the Contract (including suspending and all copies of any Software license such items or material) in the Customer's possession or control and rendering to which title has not passed to the Products inoperable in whole or part) if Customer becomes subject to any of the events listed in clause 19 (a)(i) to (a)(iv) above, or Supplier reasonably believes that Customer is about to become subject to any of them, or if Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment. (c) On termination of the Contract for any reason Customer shall immediately pay to Supplier all of Supplier's outstanding unpaid invoices and interest. (d) Customer. Termination of the a Contract shall not affect of itself terminate any other Contract. 13.10 Clauses 8.3, 8.4, 9, 13, 14, 17, 20, 22 and 23 shall continue in full force and effect notwithstanding the termination or expiry of this Agreement. 13.11 In the case of Cloud Service Subscriptions, if the Company's relationship with a third party licensor ends, the Customer agrees to: (a) comply with any directions and requirements of the parties' rights third party licensor and remedies that have accrued any reasonable directions and requirements they make in other applicable agreements with respect to the Cloud Service; and (b) where the licensor agrees to assume ongoing support, provide reasonable assistance as at terminationmay be required to assign, including novate etc. (as applicable) the right to claim monies due or damages Company's support obligations in respect of any breach of this Contract that existed at or before the date of terminationapplicable licensor.