Common use of Termination by the Vendor Clause in Contracts

Termination by the Vendor. If, prior to or on the Completion Date:- (a) the Purchaser defaults in the performance of its payment obligations contained in Clause 6.2 (b) herein; (b) there is a material breach of representation or warranty or a breach of material representation or warranty (as the case may be), which is made by the Purchaser in this Agreement; or (c) there is a material breach of any of the terms or conditions herein or a breach of any of the material terms or conditions herein (as the case may be), or a failure to perform or observe any material covenant, undertaking or obligation in this Agreement by the Purchaser (save for the obligation to make payment of the Purchase Price); or (d) a petition for winding up is presented against any of the Vsource Companies and/or the Purchaser which is not disputed by the relevant Vsource Company and/or the Purchaser pursuant to the applicable laws under each of their respective jurisdictions; or (e) an order is made, a shareholder(s)' resolution is passed or any legislation enacted for the winding up of any of the Vsource Companies and/or the Purchaser pursuant to the applicable laws under each of their respective jurisdictions; or (f) an administrator, a receiver and/or manager is appointed by the Court or any creditor pursuant to a debenture or any other security document in favour of such creditor over the undertakings, assets and properties of any of the Vsource Companies and/or the Purchaser or any part of their/its assets and properties pursuant to the applicable laws under each of their respective jurisdictions, then the Vendor shall in case of Clauses 10.1(b) and (c) above, be entitled to specific performance of this Agreement against the Purchaser; or in all cases referred to above, opt to terminate this Agreement with immediate effect by giving written notice to the Purchaser prior to or on Completion Date and after service of such notice whereupon:- (i) no party shall have any further obligation to buy or sell the Sale Shares; (ii) the Vendor shall be entitled to retain the Deposit Sum together with all interests accrued thereon, calculated from the date of this Agreement to the date the Deposit Sum is received by the Vendor ("Vendor's Accrued Interest"), as agreed liquidated damages in cases where the termination arose as a result of Clause 10.1(a), (b) or (c) above and the Vendor's Solicitors shall be authorised to 21NEXT PAGE release the Deposit Sum together with the Vendor's Accrued Interest to the Vendor within seven (7) Business Days from the date of determination of the breach referred to in either Clause 10.1(a),(b) or (c) above by the parties; (iii) each party shall, within seven (7) Business Days of such termination notice, return to the other all such documents received by such party from the other(if applicable); PROVIDED THAT the Vendor may exercise its right of termination under Clause 10.1 without affecting any of its other rights and remedies as may be available to the Vendor at law or in equity or as specified in this Agreement to claim for damages which it has suffered or incurred as a result of such breach by the Purchaser, including all fees, costs and expenses arising from or incidental to the sale of the Sale Shares by the Vendor to the Purchaser.

Termination by the Vendor. If, prior to or on the Completion Date:- (a) the Purchaser defaults in the performance of its payment obligations contained in Clause 6.2 (b) herein; (b) there is a material breach of representation or warranty or a breach of material representation or warranty (as the case may be), which is made by the Purchaser in this Agreement; or (c) there is a material breach of any of the terms or conditions herein or a breach of any of the material terms or conditions herein (as the case may be), or a failure to perform or observe any material covenant, undertaking or obligation in this Agreement by the Purchaser (save for the obligation to make payment of the Purchase Price); or (d) a petition for winding up is presented against any of the Vsource Companies and/or the Purchaser which is not disputed by the relevant Vsource Company and/or the Purchaser pursuant to the applicable laws under each of their respective jurisdictions; or (e) an order is made, a shareholder(s)' ’ resolution is passed or any legislation enacted for the winding up of any of the Vsource Companies and/or the Purchaser pursuant to the applicable laws under each of their respective jurisdictions; or (f) an administrator, a receiver and/or manager is appointed by the Court or any creditor pursuant to a debenture or any other security document in favour of such creditor over the undertakings, assets and properties of any of the Vsource Companies and/or the Purchaser or any part of their/its assets and properties pursuant to the applicable laws under each of their respective jurisdictions, then the Vendor shall in case of Clauses 10.1(b) and (c) above, be entitled to specific performance of this Agreement against the Purchaser; or in all cases referred to above, opt to terminate this Agreement with immediate effect by giving written notice to the Purchaser prior to or on Completion Date and after service of such notice whereupon:- (i) no party shall have any further obligation to buy or sell the Sale Shares; (ii) the Vendor shall be entitled to retain the Deposit Sum together with all interests accrued thereon, calculated from the date of this Agreement to the date the Deposit Sum is received by the Vendor ("Vendor's Accrued Interest"), as agreed liquidated damages damages, being a sum equivalent to ten per centum (10%) of the Purchase Price in cases where the termination arose as a result of Clause 10.1(a), (b) or (c) above above, and the Vendor's Solicitors Purchaser shall be authorised to 21NEXT PAGE release the Deposit Sum together with the Vendor's Accrued Interest pay to the Vendor the agreed liquidated damages, within seven (7) Business Days from the date of determination of the breach referred to in either Clause 10.1(a),(b) or (c) above by the parties; (iii) each party shall, within seven (7) Business Days of such termination notice, return to the other all such documents received by such party from the other(if applicable); PROVIDED THAT the Vendor may exercise its right of termination under Clause 10.1 without affecting any of its other rights and remedies as may be available to the Vendor at law or in equity or as specified in this Agreement to claim for damages which it has suffered or incurred as a result of such breach by the Purchaser, including all fees, costs and expenses arising from or incidental to the sale of the Sale Shares by the Vendor to the Purchaser.

Termination by the Vendor. If, prior to or on the Completion Date:-Date:- 15Next Page (a) the Purchaser defaults Purchasers default in the performance of its their payment obligations contained in Clause 6.2 (b) herein; (b) there is a material breach of representation or warranty or a breach of material representation or warranty (as the case may be), which is made by the Purchaser Purchasers in this Agreement; or (c) there is a material breach of any of the terms or conditions herein or a breach of any of the material terms or conditions herein (as the case may be), or a failure to perform or observe any material covenant, undertaking or obligation in this Agreement by the Purchaser Purchasers (save for the obligation to make payment of the Purchase Price); or (d) a petition for winding up is presented against any of the Vsource Companies and/or the Purchaser Purchasers which is not disputed by the relevant Vsource Company and/or the Purchaser Purchasers pursuant to the applicable laws under each of their respective jurisdictions; or (e) an order is made, a shareholder(s)' resolution is passed or any legislation enacted for the winding up of any of the Vsource Companies and/or the Purchaser Purchasers pursuant to the applicable laws under each of their respective jurisdictions; or (f) an administrator, a receiver and/or manager is appointed by the Court or any creditor pursuant to a debenture or any other security document in favour of such creditor over the undertakings, assets and properties of any of the Vsource Companies and/or the Purchaser Purchasers or any part of their/its assets and properties pursuant to the applicable laws under each of their respective jurisdictions, then the Vendor shall in case of Clauses 10.1(b) and (c) above, be entitled to specific performance of this Agreement against the PurchaserPurchasers; or in all cases referred to above, opt to terminate this Agreement with immediate effect by giving written notice to the Purchaser Purchasers prior to or on Completion Date and after service of such notice whereupon:- (i) no party shall have any further obligation to buy or sell the Sale Shares; (ii) the Vendor shall be entitled to retain the Deposit Sum together with all interests accrued thereon, calculated from the date of this Agreement to the date the Deposit Sum is received by the Vendor ("Vendor's Accrued Interest"), as agreed liquidated damages in cases where the termination arose as a result of Clause 10.1(a), (b) or (c) above and the Vendor's Solicitors shall be authorised to 21NEXT PAGE release the Deposit Sum together with the Vendor's Accrued Interest to the Vendor within seven (7) Business Days from the date of determination of the breach referred to in either Clause 10.1(a),(b) or (c) above by the parties; (iii) each party shall, within seven (7) Business Days of such termination notice, return to the other all such documents received by such party from the other(if applicable); PROVIDED THAT the Vendor may exercise its right of termination under Clause 10.1 without affecting any of its other rights and remedies as may be available to the Vendor at law or in equity or as specified in this Agreement to claim for damages which it has suffered or incurred as a result of such breach by the PurchaserPurchasers, including all fees, costs 16Next Page and expenses arising from or incidental to the sale of the Sale Shares by the Vendor to the PurchaserPurchasers.

Termination by the Vendor. (a) If, prior to before or on the Completion Date:-Date: (ai) a petition for winding up is presented against the Purchaser and the Purchaser fail to take such steps to oppose or set aside such petition within a period of thirty (30) days; or (ii) the Purchaser defaults in the performance of its payment obligations contained in Clause 6.2 under this Agreement and the Purchaser fails to remedy the same within seven (b7) herein; (b) there is a material breach Business Days of representation or warranty or a breach of material representation or warranty (as the case may be), which is made notice by the Purchaser in this AgreementVendor to remedy the default; or (c) there is a material breach of any of the terms or conditions herein or a breach of any of the material terms or conditions herein (as the case may be), or a failure to perform or observe any material covenant, undertaking or obligation in this Agreement by the Purchaser (save for the obligation to make payment of the Purchase Price); or (d) a petition for winding up is presented against any of the Vsource Companies and/or the Purchaser which is not disputed by the relevant Vsource Company and/or the Purchaser pursuant to the applicable laws under each of their respective jurisdictions; or (eiii) an order is made, a shareholder(s)' made or an effective resolution is passed or any legislation enacted for the winding up of any of the Vsource Companies and/or the Purchaser pursuant to the applicable laws under each of their respective jurisdictionsPurchaser; or (fiv) an administrator, a receiver and/or manager is appointed by the Court court or any creditor pursuant to a debenture or any other security document in favour of such creditor over the undertakingsundertaking, assets and properties of any of the Vsource Companies and/or the Purchaser or any part of their/its assets and properties pursuant to the applicable laws under each of their respective jurisdictionsproperties, then the Vendor shall in case of Clauses 10.1(b) and (c) above, be entitled to specific performance of this Agreement against the Purchaser; or in all cases referred to above, opt to terminate this Agreement with immediate effect by giving written notice to the Purchaser prior to before or on the Completion Date and after service of which termination shall take effect from such date stipulated in the notice whereupon:-whereupon: (iaa) no party Party shall have any further obligation to buy purchase or sell the Sale Shares; (iibb) the Vendor shall be entitled to retain the Deposit Sum together with all interests accrued thereon, calculated from the date of this Agreement to the date the Deposit Sum is received by the Vendor ("Vendor's Accrued Interest"), as agreed liquidated damages in cases where the termination arose as a result of Clause 10.1(a), (b) or (c) above and the Vendor's Solicitors shall be authorised to 21NEXT PAGE release the Deposit Sum together with the Vendor's Accrued Interest to the Vendor within seven (7) Business Days from of such termination refund to the date of determination of Purchaser all monies paid to the breach referred to in either Clause 10.1(a),(b) or (c) above by Vendor together with all accrued interests except for the partiesSettlement Sum; (iiicc) each party Party shall, within seven (7) Business Days of such termination noticetermination, return to the other all such documents received by such party from the other(if applicable)other; PROVIDED THAT the Vendor may exercise its right of termination under Clause 10.1 without affecting any of its other rights and remedies as may be available to the Vendor at law or in equity or as specified in and (dd) thereafter this Agreement shall become null and void and be of no further effect and neither party hereto shall have any rights to claim for damages which it has suffered further claims, action or incurred as a result proceedings against the other in respect or arising out of such breach by the Purchaser, including all fees, costs and expenses arising from or incidental to the sale of the Sale Shares by the Vendor to the Purchaserthis Agreement.