Common use of Termination for Contractor Default Clause in Contracts

Termination for Contractor Default. 32.1 In addition to any other rights or remedies it has at law or in equity or under this Contract, DT Global may, by notice in writing to the Contractor terminate this Contract, with effect from the date in the notice, if the Contractor: (a) commits a breach of this Contract and: (i) that breach is not capable of remedy; (ii) fails to remedy that breach within 10 Business Days (or such further time as DT Global may, in its absolute discretion, specify), after receiving a notice from DT Global requiring the Contractor to remedy the breach; or (iii) does not commence to remedy that breach, within a reasonable time (having regard to the nature of the breach) after being given notice by DT Global requiring the Contractor to remedy the breach; (b) has regularly or persistently failed to meet any, some, or all requirements of this Contract, whether or not DT Global has required the Contractor to remedy a breach under Clause 32.1(a); (c) becomes, or in DT Global’s reasonable opinion is likely to become, bankrupt, insolvent or otherwise financially unable to fulfil its obligations under this Contract; (d) becomes subject to one of the forms of external administration provided for in Chapter 5 of the Corporations Act 2001; (e) is wound up by resolution or an order of the court; (f) ceases to carry on business; (g) makes an assignment of its estate for the benefit of creditors or enters into any arrangement or composition with its creditors or has a receiver and manager appointed on behalf of debenture holders or creditors; (h) suffers any execution against its assets having, or which in DT Global’s reasonable opinion is likely to have, an adverse effect on its ability to perform this Contract; (i) ceases to hold any licence, qualification, approval, authority or consent required for the Contractor to comply with its obligations under this Contract (except to the extent that this is outside the Contractor's reasonable control); (j) assigns its rights otherwise than in accordance with the requirements of this Contract; (k) suffers a change in Control which in DT Global's reasonable opinion may adversely affect the Contractor's ability to perform the Services under this Contract; (l) made a statement in its tender leading to this Contract and DT Global is satisfied on reasonable grounds that the statement was materially inaccurate or incorrect; (m) is in breach of any of the warranties regarding pre-listing proceedings, temporary suspension from tendering or listing on a World Bank List or Relevant List (including a listing of their Related Entities), given in the Tenderer Declaration submitted by the Contractor with its tender leading to this Contract; (n) is, or any Related Entity is or Contractor Personnel is, listed on a World Bank List or Relevant List, or is subject to any proceedings, or an informal process, which could lead to being listed or temporarily suspended from tendering for World Bank or other donors of development funds contracts, or is subject to an investigation whether formal or informal by the World Bank or another donor of development funding; (o) is in breach of a warranty given in the Tenderer Declaration submitted by the Contractor with its tender leading to this Contract; (p) is, during the term of this Contract, convicted of an offence of, or relating to, bribery of a public official. In this Clause 32.1(p) the Contractor includes Contractor Personnel; (q) is in breach of the warranty regarding convictions or proceedings relating to an offence of, or relating to, child exploitation or abuse, given in the Tenderer Declaration submitted by the Contractor with its tender leading to this Contract; (r) does not take appropriate steps to manage and resolve an allegation of child exploitation or abuse with respect to this Contract, including a failure to inform DT Global immediately of any allegation of child abuse or exploitation in accordance with DFAT’s Child Protection Policy; or (s) does not take appropriate steps to manage and resolve an allegation of sexual exploitation, abuse or harassment with respect to this Agreement, including a failure to inform DT Global within 48 hours of any allegation of sexual exploitation, abuse or harassment in accordance with DT Global’s Preventing Sexual Exploitation, Abuse and Harassment Policy; or (t) is found or we form a reasonable belief that the you, your Personnel or your subcontractors are associated with or in any way connected with or providing funds or resources either directly or indirectly to organisations and/or individuals associated with terrorism. 32.2 If this Contract is terminated under this Clause 32: (a) subject to this Contract, the parties are relieved from future performance of this Contract, without prejudice to any right of action that has accrued at the date of termination; (b) subject to this Contract, all licences and authorisations granted to the Contractor by DT Global or the Donor under this Contract terminate immediately despite anything to the contrary contained in the relevant licence or authorisation; (c) the Confidential Information, Supplies and any other property supplied or given to the Contractor by DT Global or the Donor pursuant to this Contract must be immediately returned to DT Global or the Donor; (d) DT Global is not obliged to make any further payments (including the payment of Fees) to the Contractor. However, DT Global may, in its absolute discretion, consider making a payment to the Contractor in such amount and upon such terms as DT Global determines is appropriate in the circumstances; and (e) the Contractor will indemnify and hold DT Global harmless against any Losses, costs and expenses arising out of or in connection with the termination or any breach of this Contract by the Contractor (including those arising from affected sub-contracts).

Termination for Contractor Default. 32.1 27.1. In addition to any other rights or remedies it has at law or in equity or under this Contract, DT Global Cardno may, by notice in writing to the Contractor terminate this Contract, with effect from the date in the notice, if the Contractor: (a) commits a breach of this Contract and: (i) : i that breach is not capable of remedy; (ii) ; ii fails to remedy that breach within 10 Business Days (or such further time as DT Global Cardno may, in its absolute discretion, specify), after receiving a notice from DT Global Cardno requiring the Contractor to remedy the breach; or (iii) or iii does not commence to remedy that breach, within a reasonable time (having regard to the nature of the breach) after being given notice by DT Global Cardno requiring the Contractor to remedy the breach; (b) has regularly or persistently failed to meet any, some, or all requirements of this Contract, whether or not DT Global Cardno has required the Contractor to remedy a breach under Clause 32.1(a27.1(a); (c) becomes, or in DT GlobalCardno’s reasonable opinion is likely to become, bankrupt, insolvent or otherwise financially unable to fulfil its obligations under this Contract; (d) becomes subject to one of the forms of external administration provided for in Chapter 5 of the Corporations Act 2001Xxx 0000; (e) is wound up by resolution or an order of the court; (f) ceases to carry on business; (g) makes an assignment of its estate for the benefit of creditors or enters into any arrangement or composition with its creditors or has a receiver and manager appointed on behalf of debenture holders or creditors; (h) suffers any execution against its assets having, or which in DT GlobalCardno’s reasonable opinion is likely to have, an adverse effect on its ability to perform this Contract; (i) ceases to hold any licence, qualification, approval, authority or consent required for the Contractor to comply with its obligations under this Contract (except to the extent that this is outside the Contractor's reasonable control); (j) assigns its rights otherwise than in accordance with the requirements of this Contract; (k) suffers a change in Control which in DT GlobalCardno's reasonable opinion may adversely affect the Contractor's ability to perform the Services under this Contract; (l) made a statement in its tender leading to this Contract and DT Global Cardno is satisfied on reasonable grounds that the statement was materially inaccurate or incorrect; (m) is in breach of any of the warranties regarding pre-listing proceedings, temporary suspension from tendering or listing on a World Bank List or Relevant List (including a listing of their Related Entities)List, given in the Tenderer Declaration submitted by the Contractor with its tender leading to this Contract; (n) is, or any Related Entity is or Contractor Personnel is, listed on a World Bank List or Relevant List, or is subject to any proceedings, or an informal process, which could lead to being listed or temporarily suspended from tendering for World Bank or other donors of development funds contracts, or is subject to an investigation whether formal or informal by the World Bank or another donor of development funding; (o) is in breach of a warranty given in the Tenderer Declaration submitted by the Contractor with its tender leading to this Contract; (p) is, during the term of this Contract, convicted of an offence of, or relating to, bribery of a public official. In this Clause 32.1(p27.1(p) the Contractor includes Contractor Personnel; (q) is in breach of the warranty regarding convictions or proceedings relating to an offence of, or relating to, child exploitation or abuse, given in the Tenderer Declaration submitted by the Contractor with its tender leading to this Contract;; or (r) does not take appropriate steps to manage and resolve an allegation of child exploitation or abuse with respect to this Contract, including a failure to inform DT Global Cardno immediately of any allegation of child abuse or exploitation in accordance with DFAT’s Child Protection Policy; or (s) does not take appropriate steps to manage and resolve an allegation of sexual exploitation, abuse or harassment with respect to this Agreement, including a failure to inform DT Global within 48 hours of any allegation of sexual exploitation, abuse or harassment in accordance with DT Global’s Preventing Sexual Exploitation, Abuse and Harassment Policy; or (t) is found or we form a reasonable belief that the you, your Personnel or your subcontractors are associated with or in any way connected with or providing funds or resources either directly or indirectly to organisations and/or individuals associated with terrorism. 32.2 27.2. If this Contract is terminated under this Clause 32:this (a) subject to this Contract, the parties are relieved from future performance of this Contract, without prejudice to any right of action that has accrued at the date of termination; (b) subject to this Contract, all licences and authorisations granted to the Contractor by DT Global Cardno or the Donor under this Contract terminate immediately despite anything to the contrary contained in the relevant licence or authorisation; (c) the Confidential Information, Supplies and any other property supplied or given to the Contractor by DT Global Cardno or the Donor pursuant to this Contract must be immediately returned to DT Global Cardno or the Donor; (d) DT Global Cardno is not obliged to make any further payments (including the payment of Fees) to the Contractor. However, DT Global Cardno may, in its absolute discretion, consider making a payment to the Contractor in such amount and upon such terms as DT Global Cardno determines is appropriate in the circumstances; and (e) the Contractor will indemnify and hold DT Global Cardno harmless against any Losses, costs and expenses arising out of or in connection with the termination or any breach of this Contract by the Contractor (including those arising from affected sub-sub- contracts).

Termination for Contractor Default. 32.1 28.1 In addition to any other rights or remedies it has at law or in equity or under this Contract, DT Global Cardno may, by notice in writing to the Contractor terminate this Contract, with effect from the date in the notice, if the Contractor: (a) commits a breach of this Contract and: (i) that breach is not capable of remedy; (ii) fails to remedy that breach within 10 Business Days (or such further time as DT Global Cardno may, in its absolute discretion, specify), after receiving a notice from DT Global Cardno requiring the Contractor to remedy the breach; or (iii) does not commence to remedy that breach, within a reasonable time (having regard to the nature of the breach) after being given notice by DT Global Cardno requiring the Contractor to remedy the breach; (b) has regularly or persistently failed to meet any, some, or all requirements of this Contract, whether or not DT Global Cardno has required the Contractor to remedy a breach under Clause 32.1(a);under (c) becomes, or in DT Global’s Xxxxxx’x reasonable opinion is likely to become, bankrupt, insolvent or otherwise financially unable to fulfil its obligations under this Contract; (d) becomes subject to one of the forms of external administration provided for in Chapter 5 of the Corporations Act 2001Xxx 0000; (e) is wound up by resolution or an order of the court; (f) ceases to carry on business; (g) makes an assignment of its estate for the benefit of creditors or enters into any arrangement or composition with its creditors or has a receiver and manager appointed on behalf of debenture holders or creditors; (h) suffers any execution against its assets having, or which in DT Global’s Xxxxxx’x reasonable opinion is likely to have, an adverse effect on its ability to perform this Contract; (i) ceases to hold any licence, qualification, approval, authority or consent required for the Contractor to comply with its obligations under this Contract (except to the extent that this is outside the Contractor's reasonable control); (j) assigns its rights otherwise than in accordance with the requirements of this Contract; (k) suffers a change in Control which in DT Global's Xxxxxx'x reasonable opinion may adversely affect the Contractor's ability to perform the Services under this Contract; (l) made a statement in its tender leading to this Contract and DT Global Cardno is satisfied on reasonable grounds that the statement was materially inaccurate or incorrect; (m) is in breach of any of the warranties regarding pre-listing proceedings, temporary suspension from tendering or listing on a World Bank List or Relevant List (including a listing of their Related Entities), given in the Tenderer Declaration submitted by the Contractor with its tender leading to this Contract; (n) is, or any Related Entity is or Contractor orContractor Personnel is, listed on a World Bank List or Relevant List, or is subject to any proceedings, or an informal process, which could lead to being listed or temporarily suspended from tendering for World Bank or other donors of development funds contracts, or is subject to an investigation whether formal or informal by the World Bank or another donor of development funding; (o) is in breach of a warranty given in the Tenderer Declaration submitted by the Contractor with its tender leading to this Contract; (p) is, during the term of this Contract, convicted of an offence of, or relating to, bribery of a public official. In this Clause 32.1(p28.1(p) the Contractor includes Contractor Personnel; (q) is in breach of the warranty regarding convictions or proceedings relating to an offence of, or relating to, child exploitation or abuse, given in the Tenderer Declaration submitted by the Contractor with its tender leading to this Contract; (r) does not take appropriate steps to manage and resolve an allegation of child exploitation or abuse with respect to this Contract, including a failure to inform DT Global Cardno immediately of any allegation of child abuse or exploitation in accordance with DFAT’s Child Protection Policy; or (s) does not take appropriate steps to manage and resolve an allegation of sexual exploitation, abuse or harassment with respect to this Agreement, including a failure to inform DT Global within 48 hours of any allegation of sexual exploitation, abuse or harassment in accordance with DT Global’s Preventing Sexual Exploitation, Abuse and Harassment Policy; or (t) is found or we form a reasonable belief that the you, your Personnel or your subcontractors are associated with or in any way connected with or providing funds or resources either directly or indirectly to organisations and/or individuals associated with terrorism. 32.2 28.2 If this Contract is terminated under this Clause 3228: (a) subject to this Contract, the parties are relieved from future performance of this Contract, without prejudice to any right of action that has accrued at the date of termination; (b) subject to this Contract, all licences and authorisations granted to the Contractor by DT Global Cardno or the Donor under this Contract terminate immediately despite anything to the contrary contained in the relevant licence or authorisation; (c) the Confidential Information, Supplies and any other property supplied or given to the Contractor by DT Global Cardno or the Donor pursuant to this Contract must be immediately returned to DT Global Cardno or the Donor; (d) DT Global Cardno is not obliged to make any further payments (including the payment of Fees) to the Contractor. However, DT Global Cardno may, in its absolute discretion, consider making a payment to the Contractor in such amount and upon such terms as DT Global Cardno determines is appropriate in the circumstances; and (e) the Contractor will indemnify and hold DT Global Cardno harmless against any Losses, costs and expenses arising out of or in connection with the termination or any breach of this Contract by the Contractor (including those arising from affected sub-contracts).

Termination for Contractor Default. 32.1 14.1 In addition to any other rights or remedies it has at law or in equity or under this Contract, DT Global AusAID may, by notice in writing to the Contractor terminate this Contract, with effect from the date in the notice, if the Contractor: (a) commits a breach of this Contract and: (i) that breach is not capable of remedy; (ii) fails to remedy that breach within 10 [10] Business Days (or such further time as DT Global AusAID may, in its absolute discretion, specify), after receiving a notice from DT Global AusAID requiring the Contractor to remedy the breach; or (iii) does not commence to remedy that breach, within a reasonable time (having regard to the nature of the breach) after being given notice by DT Global AusAID requiring the Contractor to remedy the breach; (b) has regularly or persistently failed to meet any, some, or all requirements of this Contract, whether or not DT Global has required the Contractor to remedy a breach under Clause 32.1(a); (c) becomes, or in DT Global’s AusAID's reasonable opinion is likely to become, bankrupt, insolvent or otherwise financially unable to fulfil its obligations under this Contract; (dc) becomes subject to one of the forms of external administration provided for in Chapter 5 of the Corporations Act 2001Xxx 0000; (ed) is wound up by resolution or an order of the court; (fe) ceases to carry on business; (gf) makes an assignment of its estate for the benefit of creditors or enters into any arrangement or composition with its creditors or has a receiver and manager appointed on behalf of debenture holders or creditors; (hg) suffers any execution against its assets having, or which in DT Global’s AusAID's reasonable opinion is likely to have, an adverse effect on its ability to perform this Contract; (ih) ceases to hold any licence, qualification, approval, authority or consent required for the Contractor to comply with its obligations under this Contract (except to the extent that this is outside the Contractor's reasonable control); (ji) assigns its rights otherwise than in accordance with the requirements of this Contract; (kj) suffers a change in Control which in DT GlobalAusAID's reasonable opinion may adversely affect the Contractor's ability to perform the Services under this Contract;; or (l) made a statement in its tender leading to this Contract and DT Global is satisfied on reasonable grounds that the statement was materially inaccurate or incorrect; (m) is in breach of any of the warranties regarding pre-listing proceedings, temporary suspension from tendering or listing on a World Bank List or Relevant List (including a listing of their Related Entities), given in the Tenderer Declaration submitted by the Contractor with its tender leading to this Contract; (nk) is, or any Related Entity is or Contractor Personnel isduring the term of this Contract, listed on a World Bank List or Relevant List, or is subject to any proceedings, or an informal process, which could lead to being listed or temporarily suspended from tendering for World Bank or other donors of development funds contracts, or is subject to an investigation whether formal or informal by the World Bank or another donor of development funding; (o) is in breach of a warranty given in the Tenderer Declaration submitted by the Contractor with its tender leading to this Contract; (p) is, during the term of this Contract, convicted of an offence of, or relating to, bribery of a public official. In this Clause 32.1(p) the Contractor includes Contractor Personnel; (q) is in breach of the warranty regarding convictions or proceedings relating to an offence of, or relating to, child exploitation or abuse, given in the Tenderer Declaration submitted by the Contractor with its tender leading to this Contract; (r) does not take appropriate steps to manage and resolve an allegation of child exploitation or abuse with respect to this Contract, including a failure to inform DT Global immediately of any allegation of child abuse or exploitation in accordance with DFAT’s Child Protection Policy; or (s) does not take appropriate steps to manage and resolve an allegation of sexual exploitation, abuse or harassment with respect to this Agreement, including a failure to inform DT Global within 48 hours of any allegation of sexual exploitation, abuse or harassment in accordance with DT Global’s Preventing Sexual Exploitation, Abuse and Harassment Policy; or (t) is found or we form a reasonable belief that the you, your Personnel or your subcontractors are associated with or in any way connected with or providing funds or resources either directly or indirectly to organisations and/or individuals associated with terrorism. 32.2 14.2 If this Contract is terminated under this Clause 3214: (a) subject to this Contract, the parties are relieved from future performance of this Contract, without prejudice to any right of action that has accrued at the date of termination; (b) subject to this Contract, all licences and authorisations granted to the Contractor by DT Global or the Donor AusAID under this Contract terminate immediately despite anything to the contrary contained in the relevant licence or authorisation; (c) the AusAID Confidential Information, Supplies and any other property supplied or given to the Contractor by DT Global or the Donor AusAID pursuant to this Contract must be immediately returned to DT Global or the DonorAusAID; (d) DT Global AusAID is not obliged to make any further payments (including the payment of Fees) to the Contractor. However, DT Global AusAID may, in its absolute discretion, consider making a payment to the Contractor in such amount and upon such terms as DT Global AusAID determines is appropriate in the circumstances; and (e) the Contractor will indemnify and hold DT Global AusAID harmless against any Losses, costs and expenses arising out of or in connection with the termination or any breach of this Contract by the Contractor (including those arising from affected sub-contractssubcontracts).

Termination for Contractor Default. 32.1 31.1 In addition to any other rights or remedies it has at law or in equity or under this Contract, DT Global may, by notice in writing to the Contractor terminate this Contract, with effect from the date in the notice, if the Contractor: (a) commits a breach of this Contract and: (i) that breach is not capable of remedy; (ii) fails to remedy that breach within 10 Business Days (or such further time as DT Global may, in its absolute discretion, specify), after receiving a notice from DT Global requiring the Contractor to remedy the breach; or (iii) does not commence to remedy that breach, within a reasonable time (having regard to the nature of the breach) after being given notice by DT Global requiring the Contractor to remedy the breach; (b) has regularly or persistently failed to meet any, some, or all requirements of this Contract, whether or not DT Global has required the Contractor to remedy a breach under Clause 32.1(a31.1(a); (c) becomes, or in DT Global’s reasonable opinion is likely to become, bankrupt, insolvent or otherwise financially unable to fulfil its obligations under this Contract; (d) becomes subject to one of the forms of external administration provided for in Chapter 5 of the Corporations Act 2001; (e) is wound up by resolution or an order of the court; (f) ceases to carry on business; (g) makes an assignment of its estate for the benefit of creditors or enters into any arrangement or composition with its creditors or has a receiver and manager appointed on behalf of debenture holders or creditors; (h) suffers any execution against its assets having, or which in DT Global’s reasonable opinion is likely to have, an adverse effect on its ability to perform this Contract; (i) ceases to hold any licence, qualification, approval, authority or consent required for the Contractor to comply with its obligations under this Contract (except to the extent that this is outside the Contractor's reasonable control); (j) assigns its rights otherwise than in accordance with the requirements of this Contract; (k) suffers a change in Control which in DT Global's reasonable opinion may adversely affect the Contractor's ability to perform the Services under this Contract; (l) made a statement in its tender leading to this Contract and DT Global is satisfied on reasonable grounds that the statement was materially inaccurate or incorrect; (m) is in breach of any of the warranties regarding pre-listing proceedings, temporary suspension from tendering or listing on a World Bank List or Relevant List (including a listing of their Related Entities), given in the Tenderer Declaration submitted by the Contractor with its tender leading to this Contract; (n) is, or any Related Entity is or Contractor Personnel is, listed on a World Bank List or Relevant List, or is subject to any proceedings, or an informal process, which could lead to being listed or temporarily suspended from tendering for World Bank or other donors of development funds contracts, or is subject to an investigation whether formal or informal by the World Bank or another donor of development funding; (o) is in breach of a warranty given in the Tenderer Declaration submitted by the Contractor with its tender leading to this Contract; (p) is, during the term of this Contract, convicted of an offence of, or relating to, bribery of a public official. In this Clause 32.1(p31.1(p) the Contractor includes Contractor Personnel; (q) is in breach of the warranty regarding convictions or proceedings relating to an offence of, or relating to, child exploitation or abuse, given in the Tenderer Declaration submitted by the Contractor with its tender leading to this Contract; (r) does not take appropriate steps to manage and resolve an allegation of child exploitation or abuse with respect to this Contract, including a failure to inform DT Global immediately of any allegation of child abuse or exploitation in accordance with DFAT’s Child Protection Policy; or (s) does not take appropriate steps to manage and resolve an allegation of sexual exploitation, abuse or harassment with respect to this Agreement, including a failure to inform DT Global within 48 hours of any allegation of sexual exploitation, abuse or harassment in accordance with DT Global’s Preventing Sexual Exploitation, Abuse and Harassment Policy; or (t) is found or we form a reasonable belief that the you, your Personnel or your subcontractors are associated with or in any way connected with or providing funds or resources either directly or indirectly to organisations and/or individuals associated with terrorism. 32.2 31.2 If this Contract is terminated under this Clause 3231: (a) subject to this Contract, the parties are relieved from future performance of this Contract, without prejudice to any right of action that has accrued at the date of termination; (b) subject to this Contract, all licences and authorisations granted to the Contractor by DT Global or the Donor under this Contract terminate immediately despite anything to the contrary contained in the relevant licence or authorisation; (c) the Confidential Information, Supplies and any other property supplied or given to the Contractor by DT Global or the Donor pursuant to this Contract must be immediately returned to DT Global or the Donor; (d) DT Global is not obliged to make any further payments (including the payment of Fees) to the Contractor. However, DT Global may, in its absolute discretion, consider making a payment to the Contractor in such amount and upon such terms as DT Global determines is appropriate in the circumstances; and (e) the Contractor will indemnify and hold DT Global harmless against any Losses, costs and expenses arising out of or in connection with the termination or any breach of this Contract by the Contractor (including those arising from affected sub-contracts).

Termination for Contractor Default. 32.1 In addition 30.1.1 Subject to Applicable Laws and save as otherwise provided in this Agreement, in the event that any other rights or remedies it has at law or in equity or under this Contractof the defaults specified below shall have occurred, DT Global may, by notice in writing to and the Contractor terminate this Contractfails to cure the default within a Cure Period of [60 (sixty) days], with effect from the date Contractor shall be deemed to be in default of the noticeAgreement (the “Contractor Default”), if unless the Contractor: (a) commits default has occurred as a result of any breach of this Contract andAgreement by the Authority or due to Force Majeure. The defaults referred to herein shall include the following: a) The Performance Security has been encashed and appropriated in accordance with Article 9.2 and the Contractor fails to replenish or provide fresh Performance Security within a Cure Period of [15 (ififteen) that breach is not capable of remedydays]; (iib) fails subsequent to remedy that breach within 10 Business Days (the replenishment or such further time as DT Global mayfurnishing of fresh Performance Security in accordance with Article 9.2, in its absolute discretion, specify), after receiving a notice from DT Global requiring or cure the Contractor to remedy Default, as the breach; or (iii) does not commence to remedy that breachcase may be, for which whole or part of the Performance Security was appropriated, within a reasonable time Cure Period of [120 (having regard to the nature of the breachone hundred and twenty) after being given notice by DT Global requiring days]; c) the Contractor to remedy does not achieve the breach; (b) has regularly or persistently failed to meet any, some, or all requirements of this Contract, whether or not DT Global has required the Contractor to remedy a breach under Clause 32.1(a); (c) becomes, or in DT Global’s reasonable opinion is likely to become, bankrupt, insolvent or otherwise financially unable to fulfil its obligations under this Contract; (d) becomes subject to one of the forms of external administration provided for in Chapter 5 of the Corporations Act 2001; (e) is wound up by resolution or an order of the court; (f) ceases to carry on business; (g) makes an assignment of its estate for the benefit of creditors or enters into any arrangement or composition with its creditors or has a receiver and manager appointed on behalf of debenture holders or creditors; (h) suffers any execution against its assets having, or which in DT Global’s reasonable opinion is likely to have, an adverse effect on its ability to perform this Contract; (i) ceases to hold any licence, qualification, approval, authority or consent required for the Contractor to comply with its obligations under this Contract (except to the extent that this is outside the Contractor's reasonable control); (j) assigns its rights otherwise than latest outstanding Project Milestone due in accordance with the requirements provisions of this ContractSchedule-G and continues to be in default for [90 (ninety) days]; (kd) suffers a change in Control which in DT Global's reasonable opinion may adversely affect the Contractor's ability Contractor abandons or manifests intension to perform abandon the Services under this Contractdevelopment or operation of the Project Infrastructure without the prior written consent of the Authority; (le) made a statement in its tender leading to this Contract and DT Global is satisfied COD does not occur on reasonable grounds that or before the statement was materially inaccurate or incorrectScheduled Completion Date; (mf) the Contractor is in breach of the Maintenance Requirements or the Safety Requirements, as the case may be; g) the Contractor has failed to make any payment to the Authority within the period specified in this Agreement; h) an Escrow Default has occurred, and the Contractor fails to cure the default within a Cure Period of [15 (fifteen) days]; i) upon occurrence of a Financial Default, the Lender’s Representative has by notice required the Authority to undertake Suspension or Termination, as the case may be, in accordance with the Substitution Agreement and the Contractor fails to cure the default within the Cure Period specified hereinabove; j) a breach of any of the warranties regarding pre-listing proceedings, temporary suspension from tendering or listing on a World Bank List or Relevant List (including a listing of their Related Entities), given in the Tenderer Declaration submitted Project Agreements by the Contractor with its tender leading to this Contracthas caused a Material Adverse Effect; (nk) is, or the Contractor creates any Related Entity is or Contractor Personnel is, listed on a World Bank List or Relevant List, or is subject to any proceedings, or an informal process, which could lead to being listed or temporarily suspended from tendering for World Bank or other donors of development funds contracts, or is subject to an investigation whether formal or informal by the World Bank or another donor of development funding; (o) is Encumbrance in breach of a warranty given in the Tenderer Declaration submitted by the Contractor with its tender leading to this ContractAgreement; (p) is, during the term of this Contract, convicted of an offence of, or relating to, bribery of a public official. In this Clause 32.1(pl) the Contractor includes Contractor Personnel; (qrepudiates this Agreement or otherwise takes an action or evidences or conveys an intention not to be bound by the Agreement; m) is a Change in Ownership has occurred in breach of the warranty regarding convictions or proceedings relating to an offence of, or relating to, child exploitation or abuse, given in the Tenderer Declaration submitted by the Contractor with its tender leading to this Contract; (r) does not take appropriate steps to manage and resolve an allegation provisions of child exploitation or abuse with respect to this Contract, including a failure to inform DT Global immediately of any allegation of child abuse or exploitation in accordance with DFAT’s Child Protection PolicyArticle 5.3; or (s) does not take appropriate steps to manage and resolve an allegation of sexual exploitation, abuse or harassment with respect to this Agreement, including a failure to inform DT Global within 48 hours of any allegation of sexual exploitation, abuse or harassment in accordance with DT Global’s Preventing Sexual Exploitation, Abuse and Harassment Policy; or (t) is found or we form a reasonable belief that the you, your Personnel or your subcontractors are associated with or in any way connected with or providing funds or resources either directly or indirectly to organisations and/or individuals associated with terrorism. 32.2 If this Contract is terminated under this Clause 32: (a) subject to this Contract, the parties are relieved from future performance of this Contract, without prejudice to any right of action that has accrued at the date of termination; (b) subject to this Contract, all licences and authorisations granted to the Contractor by DT Global or the Donor under this Contract terminate immediately despite anything to the contrary contained in the relevant licence or authorisation; (c) the Confidential Information, Supplies and any other property supplied or given to the Contractor by DT Global or the Donor pursuant to this Contract must be immediately returned to DT Global or the Donor; (d) DT Global is not obliged to make any further payments (including the payment of Fees) to the Contractor. However, DT Global may, in its absolute discretion, consider making a payment to the Contractor in such amount and upon such terms as DT Global determines is appropriate in the circumstances; and (en) the Contractor will indemnify fails to achieve a monthly Gross Revenue equal [60% (sixty per cent)] for a period of [12 (twelve) consecutive months] or for a cumulative period of[12 (twelve) months] within any continuous period of [18 (eighteen) months] as compared to the average of annual Gross Revenue for the corresponding period of the preceding [2 (two) years], save and hold DT Global harmless against except to the extent of shortfall caused by (i) Force Majeure Event, or (ii) an act or omission of the Authority, not occurring due to any Losses, costs and expenses arising out default of or in connection with the termination or any breach of this Contract by the Contractor (including those arising from affected sub-contracts).Contractor;

Termination for Contractor Default. 32.1 27.1. In addition to any other rights or remedies it has at law or in equity or under this Contract, DT Global Cardno may, by notice in writing to the Contractor terminate this Contract, with effect from the date in the notice, if the Contractor: (a) commits a breach of this Contract and: (i) : i that breach is not capable of remedy; (ii) ; ii fails to remedy that breach within 10 Business Days (or such further time as DT Global Cardno may, in its absolute discretion, specify), after receiving a notice from DT Global Cardno requiring the Contractor to remedy the breach; or (iii) or iii does not commence to remedy that breach, within a reasonable time (having regard to the nature of the breach) after being given notice by DT Global Cardno requiring the Contractor to remedy the breach; (b) has regularly or persistently failed to meet any, some, or all requirements of this Contract, whether or not DT Global Cardno has required the Contractor to remedy a breach under Clause 32.1(a27.1(a); (c) becomes, or in DT Global’s Xxxxxx’x reasonable opinion is likely to become, bankrupt, insolvent or otherwise financially unable to fulfil its obligations under this Contract; (d) becomes subject to one of the forms of external administration provided for in Chapter 5 of the Corporations Act 2001Xxx 0000; (e) is wound up by resolution or an order of the court; (f) ceases to carry on business; (g) makes an assignment of its estate for the benefit of creditors or enters into any arrangement or composition with its creditors or has a receiver and manager appointed on behalf of debenture holders or creditors; (h) suffers any execution against its assets having, or which in DT Global’s Xxxxxx’x reasonable opinion is likely to have, an adverse effect on its ability to perform this Contract; (i) ceases to hold any licence, qualification, approval, authority or consent required for the Contractor to comply with its obligations under this Contract (except to the extent that this is outside the Contractor's reasonable control); (j) assigns its rights otherwise than in accordance with the requirements of this Contract; (k) suffers a change in Control which in DT Global's Xxxxxx'x reasonable opinion may adversely affect the Contractor's ability to perform the Services under this Contract; (l) made a statement in its tender leading to this Contract and DT Global Cardno is satisfied on reasonable grounds that the statement was materially inaccurate or incorrect; (m) is in breach of any of the warranties regarding pre-listing proceedings, temporary suspension from tendering or listing on a World Bank List or Relevant List (including a listing of their Related Entities)List, given in the Tenderer Declaration submitted by the Contractor with its tender leading to this Contract; (n) is, or any Related Entity is or Contractor Personnel is, listed on a World Bank List or Relevant List, or is subject to any proceedings, or an informal process, which could lead to being listed or temporarily suspended from tendering for World Bank or other donors of development funds contracts, or is subject to an investigation whether formal or informal by the World Bank or another donor of development funding; (o) is in breach of a warranty given in the Tenderer Declaration submitted by the Contractor with its tender leading to this Contract; (p) is, during the term of this Contract, convicted of an offence of, or relating to, bribery of a public official. In this Clause 32.1(p27.1(p) the Contractor includes Contractor Personnel; (q) is in breach of the warranty regarding convictions or proceedings relating to an offence of, or relating to, child exploitation or abuse, given in the Tenderer Declaration submitted by the Contractor with its tender leading to this Contract;; or (r) does not take appropriate steps to manage and resolve an allegation of child exploitation or abuse with respect to this Contract, including a failure to inform DT Global Cardno immediately of any allegation of child abuse or exploitation in accordance with DFAT’s Child Protection Policy; or (s) does not take appropriate steps to manage and resolve an allegation of sexual exploitation, abuse or harassment with respect to this Agreement, including a failure to inform DT Global within 48 hours of any allegation of sexual exploitation, abuse or harassment in accordance with DT Global’s Preventing Sexual Exploitation, Abuse and Harassment Policy; or (t) is found or we form a reasonable belief that the you, your Personnel or your subcontractors are associated with or in any way connected with or providing funds or resources either directly or indirectly to organisations and/or individuals associated with terrorism. 32.2 27.2. If this Contract is terminated under this Clause 32:this (a) subject to this Contract, the parties are relieved from future performance of this Contract, without prejudice to any right of action that has accrued at the date of termination; (b) subject to this Contract, all licences and authorisations granted to the Contractor by DT Global Cardno or the Donor under this Contract terminate immediately despite anything to the contrary contained in the relevant licence or authorisation; (c) the Confidential Information, Supplies and any other property supplied or given to the Contractor by DT Global Cardno or the Donor pursuant to this Contract must be immediately returned to DT Global Cardno or the Donor; (d) DT Global Cardno is not obliged to make any further payments (including the payment of Fees) to the Contractor. However, DT Global Cardno may, in its absolute discretion, consider making a payment to the Contractor in such amount and upon such terms as DT Global Cardno determines is appropriate in the circumstances; and (e) the Contractor will indemnify and hold DT Global Cardno harmless against any Losses, costs and expenses arising out of or in connection with the termination or any breach of this Contract by the Contractor (including those arising from affected sub-sub- contracts).