Termination; Suspension. 11.1 Either party may terminate this Agreement upon giving the other one month’s notice in writing. 11.2 The Bank may terminate this Agreement with immediate effect, and without liability, on the occurrence of any one or more of the following: (a) any material breach by the Intermediary or any person or body for which it is responsible (including an Appointed Representative) of any of the provisions of this Agreement; (b) any misconduct, incompetence or negligence by the Intermediary or any person or body for which it is responsible (including an Appointed Representative); (c) the Intermediary or any Appointed Representative ceases to be appropriately authorised or exempt (as applicable) under FSMA; (d) cessation or suspension or intended cessation or suspension of the Intermediary’s operation or in any circumstance where in the Bank’s reasonable opinion it is likely to affect materially the ability of the Intermediary to perform its obligations under this Agreement; or (e) material litigation or reconstruction involving the Intermediary including (without limitation of the foregoing) bankruptcy, dissolution, administration, winding up or seizure of assets; or (f) any conduct by the Intermediary or any Appointed Representative which, by association, may be prejudicial to the Bank’s business or reputation; and the Intermediary shall keep the Bank advised in writing of any facts known to it within the scope of this paragraph 11.2. 11.3 Any termination of this Agreement by the Bank shall be without prejudice to any other remedies that the Bank may be able to pursue against the Intermediary, including any accrued rights. 11.4 Upon termination, the Intermediary shall: (a) return to the Bank as soon as reasonably practicable any property belonging to it; (b) cease any and all promotion of the Business; (c) repay all sums then and subsequently outstanding to the Bank within 28 days of the termination taking effect or on the date such sum is ascertained (if later). 11.5 In the event of termination of this Agreement pursuant to clause 11.2, the Bank reserves the right to withhold any Payments other than those accrued to the date of the termination
Appears in 2 contracts
Samples: Mortgage Intermediary Agreement, Mortgage Intermediary Agreement
Termination; Suspension. 11.1 (a) Neither Subscriber nor MMLISI shall have the right to terminate this Agreement, except pursuant to Section 7(a), 19(b), 19(c) or 19(d) hereof, without first providing thirty (30) days prior written notice to the other party.
(b) Either Subscriber or MMLISI (the "Declaring Party") may immediately suspend performance under this Agreement, and may thereafter terminate this Agreement pursuant to the procedures set forth in this Section 19(b), in the event of breach by the other party (the "Breaching Party") of any material representation or in the performance of any material agreement made by the Breaching Party under this Agreement. The Declaring Party shall promptly notify the Breaching Party of the grounds for any such suspension. The Breaching Party shall have ten days following such notice to resolve the matter(s) specified therein to the Declaring Party's satisfaction prior to any termination of this Agreement. In the event that the Breaching Party fails to resolve any such matter(s) within the prescribed time and the Declaring Party does not agree in writing to extend the period of resolution of any such matter(s), the Declaring Party may terminate this Agreement upon giving the other one month’s notice in writingexpiration of such 10-day period.
11.2 The Bank (c) MMLISI may terminate this Agreement at any time, upon written notice to Subscriber, if Subscriber or any entity controlling Subscriber, directly or indirectly, offers or makes available securities brokerage services, insurance services or securities investment advisory products or services that MMLISI, after careful consideration and following consultation with immediate effectSubscriber, and without liability, on reasonably deem to be detrimental to the occurrence of any one or more operation of the following:
(a) any material breach by the Intermediary or any person or body for which it is responsible (including an Appointed Representative) of any of the provisions of this Agreement;
(b) any misconduct, incompetence or negligence by the Intermediary or any person or body for which it is responsible (including an Appointed Representative);
(c) the Intermediary or any Appointed Representative ceases to be appropriately authorised or exempt (as applicable) under FSMA;MMLISI Program.
(d) cessation or suspension or intended cessation or suspension of the Intermediary’s operation or in Subscriber may terminate this Agreement at any circumstance where time, upon written notice to MMLISI, in the Bank’s reasonable opinion it event that the Securities and Exchange Commission or any other governmental agency or authority, by reason of a change in policy or other factors outside of Subscriber's control, requires Subscriber to register as a broker-dealer or determines Subscriber's execution of this agreement, or performance thereunder, is likely to affect materially the ability not authorized by or is in violation of the Intermediary to perform its obligations under this Agreement; orapplicable laws or regulations.
(e) material litigation In the event that MMLISI or reconstruction involving Subscriber terminates this Agreement: (i) Subscriber shall immediately cease representing itself as a Participant in the Intermediary including MMLISI Program, discontinue use of all MMLISI's materials and all materials bearing MMLISI's name, logo or servicemark, return to MMLISI any equipment, signs, materials, furnishings and supplies purchased by MMLISI and promptly remove MMLISI's name, logo or servicemark from any such items purchased by Subscriber, and (without limitation ii) Subscriber shall return to MMLISI all MMLISI records relating to Program Customers, all of MMLISI's procedures and compliance manuals and all of MMLISI's forms and documents, and shall so certify in writing to MMLISI within ten days of the foregoing) bankruptcy, dissolution, administration, winding up or seizure date of assets; ortermination.
(f) any conduct In the event that this Agreement is terminated as provided for herein and Subscriber wishes to make the service of another securities broker-dealer available to its customers, MMLISI shall provide reasonable assistance to Subscriber to facilitate the orderly transfer to such broker-dealer of the accounts of Program Customers established through referrals by Subscriber or at the Intermediary MMLISI Centers operating at Subscriber's locations and shall otherwise cooperate with Subscriber to achieve a smooth transition to such other brokerage service or any Appointed Representative which, by association, may be prejudicial to the Bank’s business or reputation; and the Intermediary shall keep the Bank advised in writing of any facts known to it within the scope of this paragraph 11.2insurance agency.
11.3 Any termination of (g) In the event that this Agreement by the Bank is terminated as provided for herein and Subscriber does not wish to make services of another securities broker-dealer or insurance agency available to its customers, all Subscriber customer accounts with MMLISI shall remain with MMLISI and control of such accounts shall not be without prejudice transferred to any other remedies that the Bank may broker-dealer or insurance agency except as shall be able to pursue against the Intermediary, including any accrued rightsdirected by written customer request.
11.4 Upon termination, the Intermediary shall:
(a) return to the Bank as soon as reasonably practicable any property belonging to it;
(b) cease any and all promotion of the Business;
(c) repay all sums then and subsequently outstanding to the Bank within 28 days of the termination taking effect or on the date such sum is ascertained (if later).
11.5 In the event of termination of this Agreement pursuant to clause 11.2, the Bank reserves the right to withhold any Payments other than those accrued to the date of the termination
Appears in 1 contract
Samples: Brokerage Services Agreement (Chestatee Bancshares Inc)
Termination; Suspension. 11.1 Either party 10.1. Without affecting any other right or remedy available to it, either Party may terminate this Agreement upon giving the other one month’s notice in writing.
11.2 The Bank may terminate this Agreement with immediate effect, and without liability, on effect by giving written notice to the occurrence of any one or more other Party if the other Party breaches a material obligation under the Agreement that has not been cured (if curable) within thirty (30) business days of the following:
effective date of such written notice requiring the remedy of such breach or if either Party (a) any material breach by the Intermediary announces a cessation of its entire business or any person or body for which it is responsible (including an Appointed Representative) of any of the provisions of this Agreement;
becomes insolvent; (b) any misconduct, incompetence or negligence by the Intermediary or any person or body for which it is responsible (including an Appointed Representative);
elects to dissolve and wind-up its business; (c) makes a general assignment for the Intermediary benefit of creditors; or any Appointed Representative ceases to be appropriately authorised or exempt (as applicable) under FSMA;
(d) cessation petitions for or suspension appoints (or intended cessation a third party causes to be appointed for itself) a receiver, custodian or suspension trustee to take possession of all or substantially all of that Party’s property. The Agreement will also terminate automatically upon the expiry of any applicable subscription period specified in the Order Form or such other subscription period as have been expressly agreed to by Convercent unless automatically renewed pursuant to Section 17.1.
10.2. Upon termination of the Intermediary’s operation or in any circumstance where in the Bank’s reasonable opinion it is likely to affect materially the ability of the Intermediary to perform its obligations under this Agreement; or
(e) material litigation or reconstruction involving the Intermediary including (without limitation of the foregoing) bankruptcy, dissolution, administration, winding up or seizure of assets; or
(f) any conduct by the Intermediary or any Appointed Representative which, by association, may be prejudicial to the Bank’s business or reputation; and the Intermediary shall keep the Bank advised in writing of any facts known to it within the scope of this paragraph 11.2.
11.3 Any termination of this Agreement by the Bank shall be without prejudice to any other remedies that the Bank may be able to pursue against the Intermediary, including any accrued rights.
11.4 Upon terminationmeans, the Intermediary shall:
rights granted under Section 2 and Section 12 will terminate, and (a) return to Customer shall promptly destroy any and all Convercent Confidential Information, and, upon Convercent’s request, have an officer of Customer confirm the Bank as soon as reasonably practicable any property belonging to it;
same in writing; (b) cease if requested by Customer, Convercent will, at Customer's cost, make available to Customer (via an SFTP site, for example) a copy of the Customer Content (stored in the Software at the time of termination) within sixty (60) days after such expiration or termination and Convercent may delete all Customer Content remaining in the Software after such time has passed; (c) Convercent shall promptly destroy any and all promotion Customer Confidential Information and an officer of Convercent shall confirm the same to Customer in writing on Customer’s request; otherwise, the terms of the Business;
Agreement will remain in effect with respect to such Confidential Information; and (cd) repay all sums then and subsequently outstanding Convercent will remove access to the Bank within 28 days of the termination taking effect or on the date such sum is ascertained (if later)Software.
11.5 In 10.3. Without limiting the foregoing, Convercent may upon fourteen (14) days' prior written notice (except in the event of termination of this Agreement pursuant an emergency under subsection (b)) suspend or limit Customer’s access to clause 11.2, the Bank reserves the right to withhold any Payments other than those accrued to the date or use of the terminationSoftware or Services without liability if (a) Customer’s account is past due, or
Appears in 1 contract
Samples: Master Terms of Service
Termination; Suspension. 11.1 Either party The Company or the Seller, as the case may be (“the Terminating Party), may terminate this Agreement upon giving the Contract by sending the other one month’s Party a registered letter with acknowledgement of receipt in the following cases: (i) if the other Party fails to perform any of its contractual obligations thirty (30) days after formal notice is given by registered letter with acknowledgement of receipt; (ii) in writing.
11.2 The Bank may terminate this Agreement with immediate effect, and without liability, on the occurrence of any one or more event of the following:
commencement of safeguard, receivership, winding-up or the like proceedings against the other Party, subject to the applicable public policy provisions; (aiii) any material breach by in the Intermediary or any person or body for which it is responsible (including an Appointed Representative) of any event of the provisions of this Agreement;
(b) any misconduct, incompetence or negligence by the Intermediary or any person or body for which it is responsible (including an Appointed Representative);
(c) the Intermediary or any Appointed Representative ceases to be appropriately authorised or exempt (as applicable) under FSMA;
(d) cessation or suspension or intended cessation or suspension of the Intermediaryother Party’s operation or in any circumstance where in the Bank’s reasonable opinion it is likely to affect materially the ability of the Intermediary failure to perform its obligations under this Agreement; or
following the occurrence of an event of force majeure (eas defined in clause 14) material litigation lasting more than one (1) month from the date of its notification to the Terminating Party, or reconstruction involving resulting in a delay justifying the Intermediary including (without limitation cancellation of the foregoingContract, or permanently preventing the performance of the Contract; (v) bankruptcywith immediate effect and without prior notice if the Seller fails to comply with any of its obligations referred to in Clauses 25 (“Business Ethics”) and 11("Duty of Care") of these Terms; (vi) subject to thirty (30) days' notice, dissolution, administration, winding up if the other Party becomes an Affiliate of a company competing with the Terminating Party; (vii) if the Goods or seizure of assets; or
(f) any conduct by the Intermediary or any Appointed Representative which, by association, may be prejudicial to the Bank’s business or reputation; Works are ordered for a vessel under construction and the Intermediary shall keep building contract is terminated and/or the Bank advised in writing of vessel not delivered for any facts known to it within the scope of this paragraph 11.2.
11.3 Any termination of this Agreement by the Bank shall be without prejudice to any other remedies that the Bank may be able to pursue against the Intermediary, including any accrued rights.
11.4 Upon termination, the Intermediary shall:
(a) return to the Bank as soon as reasonably practicable any property belonging to it;
(b) cease any and all promotion of the Business;
(c) repay all sums then and subsequently outstanding to the Bank within 28 days of the termination taking effect or on the date such sum is ascertained (if later).
11.5 reason whatsoever. In the event of termination of this Agreement pursuant the Contract by the Company due to clause 11.2the Seller’s fault, the Bank Company reserves the right to withhold perform or have performed all or part of the Contract at the Seller’s expense. In this respect, the Seller undertakes, at the Company’s request, to provide the Company or any Payments other than those accrued third party designated by the Company with all the information required to carry out the Contract. In all cases of termination for whatever reason, each Party shall remain bound to fulfil its contractual obligations until the effective date of termination, without prejudice to any damages that the complaining Party may obtain as a result of the non-performance by the defaulting Party of its obligations contained in the Contract. The performance or termination of the Contract shall not terminate any obligations that survive by their nature, especially warranty, regulatory compliance, intellectual property, and confidentiality. The Company reserves the right to suspend, at any time, the performance of the Contract for a reasonable period of time in relation to its duration. Such suspension shall take effect on the date of the terminationClient’s written notice to the Seller, unless the Company specifies a later date of suspension. The Seller undertakes to immediately cease all activities related to the Contract, taking the necessary measures to ensure the protection and security of the Goods and/or Works and to limit the consequences thereof. The Seller shall resume performance of the Contract upon receipt of a written request from the Company, which shall be deemed to be the end of the suspension, with the contractual performance periods extended by the duration of the suspension. The Company shall pay to the Seller, on the basis of an invoice from the latter, the reasonable and justified direct costs incurred by the Seller during the period of suspension and which are exclusively attributable to the suspension, except in the event that the suspension is due, in whole or in part, to a breach by the Seller or to a Force Majeure event preventing Seller to fulfil its obligations.
Appears in 1 contract
Termination; Suspension. 11.1 Either party may terminate this Agreement upon giving the other one month’s notice in writing.
11.2 The Bank may terminate this Agreement with immediate effect, and without liability, on the occurrence of any one or more of the following:
(a) any material breach by Buyer reserves the Intermediary right to terminate this Purchase Order, or any person or body part of it, for which it is responsible (including an Appointed Representative) of any of the provisions of this Agreement;Buyer s sole convenience, upon written notice to Seller.
(b) If the Goods are manufactured or fabricated to Buyer s unique specifications and specifically prepared for Buyer pursuant to a Purchase Order (collectively, Specialty Goods), Seller shall stop all work hereunder immediately following a termination by Xxxxx, and Seller shall immediately terminate all suppliers’ and subcontractors’ contracts for performance hereunder. In full compensation for termination under this Section and only in the case of Specialty Goods, Buyer shall pay Seller a reasonable termination charge. Unless otherwise set forth in the Purchase Order, such termination charge shall be equal to a percentage of the price of the Specialty Goods (as shown in the applicable Purchase Order) reflecting the percentage of the work performed prior to the notice of termination, plus reimbursement of reasonable, actual direct costs resulting from termination; provided, however, the sum of such termination charge, plus payments previously made by Buyer, shall in no event exceed the total purchase price under the applicable Purchase Order. Seller shall not be paid for the following: (i) any misconductwork done after receipt of such notice of termination, incompetence (ii) any costs incurred by Seller s suppliers or negligence subcontractors which Seller could reasonably have avoided; and (iii) any costs incurred by the Intermediary or Seller for any person or body goods for which it is responsible (including an Appointed Representative);Buyer has not issued a Purchase Order. In performing hereunder, Seller shall not act in anticipation of a notice of termination, without prior written authorization from Buyer. Notwithstanding the above, in no event, shall Buyer pay any termination charges for standard stock merchandise or catalog items that are new and in saleable condition.
(c) Upon Buyer's written request, and upon expiration or other termination of the Intermediary Purchase Order; Seller shall: (i) preserve, protect, and if so requested, transfer title to and deliver to Buyer, materials on hand and work in progress, both in Seller s and in its suppliers' plants or any Appointed Representative ceases other facilities, and intellectual property (including licenses) purchased by Buyer, and (ii) transfer to be appropriately authorised or exempt (as applicable) under FSMA;Buyer all applicable government permits.
(d) cessation or suspension or intended cessation or suspension of the Intermediary’s operation or in any circumstance where in the Bank’s reasonable opinion it is likely to affect materially the ability of the Intermediary to perform its obligations under this Agreement; or
(e) material litigation or reconstruction involving the Intermediary including (without limitation of the foregoing) bankruptcyFollowing termination, dissolution, administration, winding up or seizure of assets; or
(f) any conduct by the Intermediary or any Appointed Representative which, by association, may be prejudicial to the Bank’s business or reputation; and the Intermediary shall keep the Bank advised in writing of any facts known to it within the scope of this paragraph 11.2.
11.3 Any termination of this Agreement by the Bank Seller shall be without prejudice entitled for payment for all Services rendered prior to any other remedies that the Bank may be able to pursue against the Intermediary, including any accrued rightsBuyer s notice of termination.
11.4 Upon termination, the Intermediary shall:
(a) return to the Bank as soon as reasonably practicable any property belonging to it;
(b) cease any and all promotion of the Business;
(c) repay all sums then and subsequently outstanding to the Bank within 28 days of the termination taking effect or on the date such sum is ascertained (if later).
11.5 In the event of termination of this Agreement pursuant to clause 11.2, the Bank reserves the right to withhold any Payments other than those accrued to the date of the termination
Appears in 1 contract
Samples: Purchase Order
Termination; Suspension. 11.1 Either party may terminate this Agreement upon giving the other one month’s notice in writing.
11.2 The Bank may terminate this Agreement with immediate effect, and without liability, on the occurrence of any one or more of the following:
(a) The Agreement may be terminated by any material breach party at any time for any reason by providing written notice to the other party, such termination to be effective as of the date specified by the Intermediary or any person or body for which it is responsible (including an Appointed Representative) of any of the provisions of this Agreement;terminating party.
(b) In addition to the termination rights set forth in the preceding Subsection 4.3(a), the Purchaser may, in its sole and absolute discretion and in lieu of terminating the Agreement, suspend the Seller as an approved seller at any misconduct, incompetence or negligence time and for any reason. Such suspension shall be effective as of the date specified by the Intermediary Purchaser and shall remain in effect until such time as the Purchaser determines to reactivate the Seller or any person or body for which it is responsible (including an Appointed Representative);either party terminates the Agreement. The Purchaser shall have the right to determine what rights and privileges the Seller will have during the suspension and in no event shall the Purchaser be obligated to enter into a Purchase Commitment with the Seller during the suspension period.
(c) With respect to any Mortgage Loan which is subject to a Purchase Commitment as of the Intermediary date of the termination or suspension notice, except as provided in the Purchase Commitment or below, such termination or suspension shall not change or modify the obligations of the Purchaser and the Seller under the Purchase Commitment, and the Purchaser and the Seller shall remain obligated to comply with the transaction subject to the terms and conditions of the Agreement and the related Purchase Commitment. Further, the termination of the Agreement shall not in any Appointed Representative ceases way affect the parties' rights, obligations, representations, warranties or indemnifications with respect to be appropriately authorised Mortgage Loans sold by the Seller to the Purchaser under the Agreement prior to the effective date of the termination or exempt (suspension, as applicable) under FSMA;, it being understood that all such rights, obligations, representations, warranties and indemnifications shall survive any such termination.
(d) cessation or suspension or intended cessation or suspension of Notwithstanding anything to the Intermediary’s operation or contrary in any circumstance where in this Section 4.3, the Bank’s reasonable opinion it is likely to affect materially the ability of the Intermediary to perform Purchaser may immediately terminate its obligations under this Agreement; or
(e) material litigation or reconstruction involving the Intermediary including (without limitation of the foregoing) bankruptcy, dissolution, administration, winding up or seizure of assets; or
(f) any conduct by the Intermediary or any Appointed Representative which, by association, may be prejudicial to the Bank’s business or reputation; a Purchase Commitment and the Intermediary shall keep the Bank advised in writing of any facts known to it within the scope of this paragraph 11.2.
11.3 Any termination of this Agreement by the Bank shall be without prejudice to any other remedies that the Bank may be able to pursue against the Intermediary, including any accrued rights.
11.4 Upon termination, the Intermediary shall:
(a) return to the Bank as soon as reasonably practicable Seller any property belonging Mortgage Loans subject to it;
a Purchase Commitment if the Purchaser determines that (bi) cease there has been a material adverse change with respect to the Seller or in general market conditions, (ii) the Seller will be unable to comply with any and all promotion obligations, covenants, representations or warranties under the Agreement with respect to the Purchase Commitment or (iii) any deception, fraud, concealment or material misrepresentation has occurred by the Seller, its officers, directors, employees, agents, subsidiaries, affiliates, or by any independent contractors acting on behalf of the Business;
(c) repay all sums then and subsequently outstanding Seller, in connection any Mortgage Loan committed or previously sold to the Bank within 28 days of the termination taking effect or on the date such sum is ascertained (if later)Purchaser.
11.5 In the event of termination of this Agreement pursuant to clause 11.2, the Bank reserves the right to withhold any Payments other than those accrued to the date of the termination
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Pennymac Financial Services, Inc.)
Termination; Suspension. 11.1 Either party may terminate this Agreement upon giving the other one month’s notice in writing.
11.2 The Bank may terminate this Agreement with immediate effect, and without liability, on the occurrence of any one or more of the following:
(a) any material breach by Buyer reserves the Intermediary right to terminate this Purchase Order, or any person or body part of it, for which it is responsible (including an Appointed Representative) of any of the provisions of this Agreement;Buyer s sole convenience, upon written notice to Seller.
(b) If the Goods are manufactured or fabricated to Buyer s unique specifications and specifically prepared for Buyer pursuant to a Purchase Order (collectively, Specialty Goods), Seller shall stop all work hereunder immediately following a termination by Xxxxx, and Seller shall immediately terminate all suppliers’ and subcontractors’ contracts for performance hereunder. In full compensation for termination under this Section and only in the case of Specialty Goods, Buyer shall pay Seller a reasonable termination charge. Unless otherwise set forth in the Purchase Order, such termination charge shall be equal to a percentage of the price of the Specialty Goods (as shown in the applicable Purchase Order) reflecting the percentage of the work performed prior to the notice of termination, plus reimbursement of reasonable, actual direct costs resulting from termination; provided, however, the sum of such termination charge, plus payments previously made by Buyer, shall in no event exceed the total purchase price under the applicable Purchase Order. Seller shall not be paid for the following: (i) any misconductwork done after receipt of such notice of termination, incompetence (ii) any costs incurred by Seller s suppliers or negligence subcontractors which Seller could reasonably have avoided; and (iii) any costs incurred by the Intermediary or Seller for any person or body goods for which it is responsible (including an Appointed Representative);Buyer has not issued a Purchase Order. In performing hereunder, Seller shall not act in anticipation of a notice of termination, without prior written authorization from Buyer. Notwithstanding the above, in no event, shall Buyer pay any termination charges for standard stock merchandise or catalog items that are new and in saleable condition.
(c) Upon Buyer's written request, and upon expiration or other termination of the Intermediary Purchase Order; Seller shall: (i) preserve, protect, and if so requested, transfer title to and deliver to Buyer, materials on hand and work in progress, both in Seller s and in its suppliers' plants or any Appointed Representative ceases other facilities, and intellectual property (including licenses) purchased by Buyer, and (ii) transfer to be appropriately authorised or exempt (as applicable) under FSMA;Buyer all applicable government permits.
(d) cessation or suspension or intended cessation or suspension of the Intermediary’s operation or in any circumstance where in the Bank’s reasonable opinion it is likely to affect materially the ability of the Intermediary to perform its obligations under this Agreement; or
(e) material litigation or reconstruction involving the Intermediary including (without limitation of the foregoing) bankruptcyFollowing termination, dissolution, administration, winding up or seizure of assets; or
(f) any conduct by the Intermediary or any Appointed Representative which, by association, may be prejudicial to the Bank’s business or reputation; and the Intermediary shall keep the Bank advised in writing of any facts known to it within the scope of this paragraph 11.2.
11.3 Any termination of this Agreement by the Bank Seller shall be without prejudice entitled for payment for all Services rendered prior to any other remedies that the Bank may be able to pursue against the Intermediary, including any accrued rightsBuyer s notice oftermination.
11.4 Upon termination, the Intermediary shall:
(a) return to the Bank as soon as reasonably practicable any property belonging to it;
(b) cease any and all promotion of the Business;
(c) repay all sums then and subsequently outstanding to the Bank within 28 days of the termination taking effect or on the date such sum is ascertained (if later).
11.5 In the event of termination of this Agreement pursuant to clause 11.2, the Bank reserves the right to withhold any Payments other than those accrued to the date of the termination
Appears in 1 contract
Samples: Purchase Order
Termination; Suspension. 11.1 Either party may terminate this Agreement upon giving the other one month’s notice in writing.
11.2 The Bank may terminate this Agreement with immediate effect, and without liability, on the occurrence of any one or more of the following:
(a) The Agreement may be terminated by any material breach party at any time for any reason by providing written notice to the other party, such termination to be effective as of the date specified by the Intermediary or any person or body for which it is responsible (including an Appointed Representative) of any of the provisions of this Agreement;terminating party.
(b) In addition to the termination rights set forth in the preceding Subsection 4.3(a), the Purchaser may, in its sole and absolute discretion and in lieu of terminating the Agreement, suspend the Seller as an approved seller at any misconduct, incompetence or negligence time and for any reason. Such suspension shall be effective as of the date specified by the Intermediary Purchaser and shall remain in effect until such time as the Purchaser determines to reactivate the Seller or any person or body for which it is responsible (including an Appointed Representative);either party terminates the Agreement. The Purchaser shall have the right to determine what rights and privileges the Seller will have during the suspension and in no event shall the Purchaser be obligated to enter into a Purchase Commitment with the Seller during the suspension period.
(c) With respect to any Mortgage Loan which is subject to a Purchase Commitment as of the Intermediary date of the termination or suspension notice, except as provided in the Purchase Commitment or below, such termination or suspension shall not change or modify the obligations of the Purchaser and the Seller under the Purchase Commitment, and the Purchaser and the Seller shall remain obligated to comply with the transaction subject to the terms and conditions of the Agreement and the related Purchase Commitment. Further, the termination of the Agreement shall not in any Appointed Representative ceases way affect the parties’ rights, obligations, representations, warranties or indemnifications with respect to be appropriately authorised Mortgage Loans sold by the Seller to the Purchaser under the Agreement prior to the effective date of the termination or exempt (suspension, as applicable) under FSMA;, it being understood that all such rights, obligations, representations, warranties and indemnifications shall survive any such termination.
(d) cessation or suspension or intended cessation or suspension of Notwithstanding anything to the Intermediary’s operation or contrary in any circumstance where in this Section 4.3, the Bank’s reasonable opinion it is likely to affect materially the ability of the Intermediary to perform Purchaser may immediately terminate its obligations under this Agreement; or
(e) material litigation or reconstruction involving the Intermediary including (without limitation of the foregoing) bankruptcy, dissolution, administration, winding up or seizure of assets; or
(f) any conduct by the Intermediary or any Appointed Representative which, by association, may be prejudicial to the Bank’s business or reputation; a Purchase Commitment and the Intermediary shall keep the Bank advised in writing of any facts known to it within the scope of this paragraph 11.2.
11.3 Any termination of this Agreement by the Bank shall be without prejudice to any other remedies that the Bank may be able to pursue against the Intermediary, including any accrued rights.
11.4 Upon termination, the Intermediary shall:
(a) return to the Bank as soon as reasonably practicable Seller any property belonging Mortgage Loans subject to it;
a Purchase Commitment if the Purchaser determines that (bi) cease there has been a material adverse change with respect to the Seller or in general market conditions, (ii) the Seller will be unable to comply with any and all promotion obligations, covenants, representations or warranties under the Agreement with respect to the Purchase Commitment or (iii) any deception, fraud, concealment or material misrepresentation has occurred by the Seller, its officers, directors, employees, agents, subsidiaries, affiliates, or by any independent contractors acting on behalf of the Business;
(c) repay all sums then and subsequently outstanding Seller, in connection any Mortgage Loan committed or previously sold to the Bank within 28 days of the termination taking effect or on the date such sum is ascertained (if later)Purchaser.
11.5 In the event of termination of this Agreement pursuant to clause 11.2, the Bank reserves the right to withhold any Payments other than those accrued to the date of the termination
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (PennyMac Mortgage Investment Trust)
Termination; Suspension. 11.1 Either party may terminate this Agreement upon giving the other one month’s notice in writing.
11.2 The Bank may terminate this Agreement with immediate effect, and without liability, on the occurrence of any one or more of the following:
(a) any material breach by the Intermediary or any person or body for which it is responsible (including an Appointed Representative) of any of the provisions of this Agreement;
(b) any misconduct, incompetence or negligence by the Intermediary or any person or body for which it is responsible (including an Appointed Representative);
(c) the Intermediary or any Appointed Representative ceases to be appropriately authorised or exempt (as applicable) under FSMA;
(d) cessation or suspension or intended cessation or suspension of the Intermediary’s operation or in any circumstance where in the Bank’s reasonable opinion it is likely to affect materially the ability of the Intermediary to perform its obligations under this Agreement; or
(e) material litigation or reconstruction involving the Intermediary including (without limitation of the foregoing) bankruptcy, dissolution, administration, winding up or seizure of assets; or
(f) any conduct by the Intermediary or any Appointed Representative which, by association, may be prejudicial to the Bank’s business or reputation; and the Intermediary shall keep the Bank advised in writing of any facts known to it within the scope of this paragraph 11.2.
11.3 Any termination of this Agreement by the Bank shall be without prejudice to any other remedies that the Bank may be able to pursue against the Intermediary, including any accrued rights.
11.4 Upon termination, the Intermediary shall:
(a) return to the Bank as soon as reasonably practicable any property belonging to it;
(b) cease any and all promotion of the Business;
(c) repay all sums then and subsequently outstanding to the Bank within 28 days of the termination taking effect or on the date such sum is ascertained (if later).
11.5 In the event of termination of this Agreement pursuant to clause 11.2, the Bank a. Buyer reserves the right to withhold terminate this Purchase Order, or any Payments other than those accrued part of it, for Buyer’s sole convenience, upon written notice to Seller.
b. If the Goods are manufactured or fabricated to Buyer’s unique specifications and specifically prepared for Buyer pursuant to a Purchase Order (collectively, Specialty Goods), Seller shall stop all work hereunder immediately following a termination by Xxxxx, and Seller shall immediately terminate all suppliers' and subcontractors' contracts for performance hereunder. In full compensation for termination under this Section and only in the case of Specialty Goods, Buyer shall pay Seller a reasonable termination charge. Unless otherwise set forth in the Purchase Order, such termination charge shall be equal to a percentage of the price of the Specialty Goods (as shown in the applicable Purchase Order) reflecting the percentage of the work performed prior to the date notice of termination, plus reimbursement of reasonable, actual direct costs resulting from termination; provided, however, the sum of such termination charge, plus payments previously made by Buyer, shall in no event exceed the total purchase price under the applicable Purchase Order. Seller shall not be paid for the following. (i) any work done after receipt of such notice of termination, (ii) any costs incurred by Seller’s suppliers or subcontractors which Seller could reasonably have avoided; and (iii) any costs incurred by Seller for any goods for which Buyer has not issued a Purchase Order. In performing hereunder, Seller shall not act in anticipation of a notice of termination, without prior written authorization from Buyer. Notwithstanding the above, in no event, shall Buyer pay any termination charges for standard stock merchandise or catalog items that are new and in saleable condition.
c. Upon Xxxxx's written request, and upon expiration or other termination of the Purchase Order; Seller shall.
(i) preserve, protect, and if so requested, transfer title to and deliver to Buyer, materials on hand and work in progress, both in Seller’s and in its suppliers' plants or other facilities, and intellectual property (including licenses) purchased by Buyer, and (ii) transfer to Buyer all applicable government permits.
d. Following termination, Seller shall be entitled for payment for all Services rendered prior to Buyer’s notice of termination.
Appears in 1 contract
Samples: Purchase Order Terms and Conditions
Termination; Suspension. 11.1 Either party The Company or the Seller, as the case may be (“the Terminating Party), may terminate this Agreement upon giving the Contract by sending the other one month’s Party a registered letter with acknowledgement of receipt in the following cases: (i) if the other Party fails to perform any of its contractual obligations thirty (30) days after formal notice is given by registered letter with acknowledgement of receipt; (ii) in writing.
11.2 The Bank may terminate this Agreement with immediate effect, and without liability, on the occurrence of any one or more event of the following:
commencement of safeguard, receivership, winding-up or the like proceedings against the other Party, subject to the applicable public policy provisions; (aiii) any material breach by in the Intermediary or any person or body for which it is responsible (including an Appointed Representative) of any event of the provisions of this Agreement;
(b) any misconduct, incompetence or negligence by the Intermediary or any person or body for which it is responsible (including an Appointed Representative);
(c) the Intermediary or any Appointed Representative ceases to be appropriately authorised or exempt (as applicable) under FSMA;
(d) cessation or suspension or intended cessation or suspension of the Intermediaryother Party’s operation or in any circumstance where in the Bank’s reasonable opinion it is likely to affect materially the ability of the Intermediary failure to perform its obligations under this Agreement; or
following the occurrence of an event of force majeure (eas defined in clause 14) material litigation lasting more than one (1) month from the date of its notification to the Terminating Party, or reconstruction involving resulting in a delay justifying the Intermediary including (without limitation cancellation of the foregoingContract, or permanently preventing the performance of the Contract; (v) bankruptcywith immediate effect and without prior notice if the Seller fails to comply with any of its obligations referred to in Clauses 25 (“Business Ethics”) and 11("Duty of Care") of these Terms; (vi) subject to thirty (30) days' notice, dissolution, administration, winding up if the other Party becomes an Affiliate of a company competing with the Terminating Party; (vii) if the Goods or seizure of assets; or
(f) any conduct by the Intermediary or any Appointed Representative which, by association, may be prejudicial to the Bank’s business or reputation; Works are ordered for a vessel under construction and the Intermediary shall keep building contract is terminated and/or the Bank advised in writing of vessel not delivered for any facts known to it within the scope of this paragraph 11.2.
11.3 Any termination of this Agreement by the Bank shall be without prejudice to any other remedies that the Bank may be able to pursue against the Intermediary, including any accrued rights.
11.4 Upon termination, the Intermediary shall:
(a) return to the Bank as soon as reasonably practicable any property belonging to it;
(b) cease any and all promotion of the Business;
(c) repay all sums then and subsequently outstanding to the Bank within 28 days of the termination taking effect or on the date such sum is ascertained (if later).
11.5 reason whatsoever. In the event of termination of this Agreement pursuant the Contract by the Company due to clause 11.2the Seller’s fault, the Bank Company reserves the right to withhold perform or have performed all or part of the Contract at the Seller’s expense. In this respect, the Seller undertakes, at the Company’s request, to provide the Company or any Payments other than those accrued third party designated by the Company with all the information required to carry out the Contract. In all cases of termination for whatever reason, each Party shall remain bound to fulfil its contractual obligations until the effective date of termination, without prejudice to any damages that the complaining Party may obtain as a result of the non-performance by the defaulting Party of its obligations contained in the Contract. The performance or termination of the Contract shall not terminate any obligations that survive by their nature, especially warranty, regulatory compliance, intellectual property, and confidentiality. The Company reserves the right to suspend, at any time, the performance of the Contract for a reasonable period of time in relation to its duration. Such suspension shall take effect on the date of the terminationCompany’s written notice to the Seller, unless the Company specifies a later date of suspension. The Seller undertakes to immediately cease all activities related to the Contract, taking the necessary measures to ensure the protection and security of the Goods and/or Works and to limit the consequences thereof. The Seller shall resume performance of the Contract upon receipt of a written request from the Company, which shall be deemed to be the end of the suspension, with the contractual performance periods extended by the duration of the suspension. The Company shall pay to the Seller, on the basis of an invoice from the latter, the reasonable and justified direct costs incurred by the Seller during the period of suspension and which are exclusively attributable to the suspension, except in the event that the suspension is due, in whole or in part, to a breach by the Seller or to a Force Majeure event preventing Seller to fulfil its obligations.
Appears in 1 contract
Termination; Suspension. 11.1 Either party 24.1 In accordance with 2 CFR 200.338, the City may suspend or terminate this Agreement upon giving the other one month’s notice in writing.
11.2 The Bank may terminate should Subrecipient violate or fails to comply with any terms or conditions of this Agreement with immediate effectAgreement, and without liability, on the occurrence of any one or more of which include (but are not limited to) the following:
(a) any material breach by the Intermediary or any person or body for which it is responsible (including an Appointed Representative) of Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time;
(b) Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner its obligations under this Agreement;
(b) any misconduct, incompetence or negligence by the Intermediary or any person or body for which it is responsible (including an Appointed Representative);
(c) the Intermediary Ineffective or any Appointed Representative ceases to be appropriately authorised or exempt (as applicable) under FSMA;
(d) cessation or suspension or intended cessation or suspension improper use of the Intermediary’s operation or in any circumstance where in the Bank’s reasonable opinion it is likely to affect materially the ability of the Intermediary to perform its obligations funds provided under this Agreement; or
(ed) Submission by the Subrecipient to the City reports that are incorrect or incomplete in any material litigation respect.
24.2 Notwithstanding this section, the City's decision to waive or reconstruction involving the Intermediary including (without limitation defer compliance with any term or condition of the foregoing) bankruptcySubrecipient's required performance under this Agreement does not act, dissolutionnor will it be deemed or interpreted to act as, administration, winding up a waiver or seizure deferment of assets; or
(f) the City's right to terminate and to receive its refund based upon the Subrecipient's non-compliance with any conduct by the Intermediary term or any Appointed Representative which, by association, may be prejudicial to the Bank’s business or reputation; and the Intermediary shall keep the Bank advised in writing of any facts known to it within the scope of this paragraph 11.2.
11.3 Any termination condition of this Agreement by or subsequent non-compliance with the Bank shall be without prejudice to any other remedies that the Bank may be able to pursue against the Intermediary, including any accrued rightssame term and condition.
11.4 Upon termination, the Intermediary shall:
(a) return to the Bank as soon as reasonably practicable any property belonging to it;
(b) cease any and all promotion of the Business;
(c) repay all sums then and subsequently outstanding to the Bank within 28 days of 24.3 The City or Subrecipient may terminate this Agreement for convenience without cause upon a 30-day notice. The party initiating the termination taking effect or on will notify the date other party in writing stating the reasons for such sum is ascertained (if later)termination.
11.5 24.4 In the event of any termination for convenience, all finished or unfinished documents, data, studies, maps, models, photographs, reports or other materials prepared by the Subrecipient under this Agreement shall, at the option of the City, become the property of the City, and the Subrecipient shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination.
24.5 The City many suspend this Agreement, in whole or in part, if the Subrecipient materially fails to comply with any term of this Agreement, or with any of the rules, regulations or provisions referred to herein, or take any other remedies legally available including a refund of the previously tendered CDBG Funds, without providing notice and or opportunity to cure, if the Subrecipient violates any term or condition of this Agreement.
24.6 This Agreement is subject to the provisions of A.R.S. §38-511 and may be cancelled without penalty or further obligation by the City of any person significantly involved in initiating, negotiating, securing, drafting, or creating this Agreement on behalf of the City is, at anytime while this Agreement or any extension thereof is in effect, an employee or agent of any other party to this Agreement in any capacity or consultant to any other party of this Agreement pursuant to clause 11.2, the Bank reserves the right to withhold any Payments other than those accrued with respect to the date subject matter of the terminationthis Agreement.
Appears in 1 contract
Samples: CDBG Subrecipient Agreement
Termination; Suspension. 11.1 Either party 13.1. Vecoplan reserves the right to terminate the Purchase Order, or any part of it, for Vecoplan’s sole convenience, upon written notice to Seller. In the event of such termination and if such Goods are Specialty Goods, Seller shall immediately stop all work hereunder, and shall immediately terminate all suppliers’ and subcontractors’ contracts for performance hereunder. In full compensation for termination under this Paragraph and only in the case of Specialty Goods, Vecoplan shall pay Seller a reasonable termination charge. Unless otherwise set forth in the Purchase Order, such termination charge shall be equal to a percentage of the price of the Specialty Goods (as shown in the Purchase Order) reflecting the percentage of the work performed prior to the notice of termination, plus reimbursement of reasonable, actual direct costs resulting from termination; provided, however, the sum of such termination charge, plus payments previously made by Vecoplan, shall in no event exceed the total purchase price under the Purchase Order. Seller shall not be paid for the following: (i) any work done after receipt of such notice of termination, (ii) any costs incurred by Seller’s suppliers or subcontractors which Seller could reasonably have avoided; and (iii) any costs incurred by Seller for any goods for which Vecoplan did not order under the Purchase Order. In performing hereunder, Seller shall not act in anticipation of a notice of termination, without prior written authorization from Vecoplan. Notwithstanding the above, in no event, shall Vecoplan pay any termination charges for standard stock merchandise or catalog items.
13.2. Vecoplan may terminate this Agreement upon giving the other one month’s notice in writing.
11.2 The Bank may terminate this Agreement with immediate effectPurchase Order, and without liability, on the occurrence of any one or more of the following:
(a) any material breach by the Intermediary or any person or body part of it, for which it is responsible (including an Appointed Representative) of any of the provisions of this Agreement;
(b) any misconduct, incompetence or negligence by the Intermediary or any person or body for which it is responsible (including an Appointed Representative);
(c) the Intermediary or any Appointed Representative ceases to be appropriately authorised or exempt (as applicable) under FSMA;
(d) cessation or suspension or intended cessation or suspension of the Intermediary’s operation or in any circumstance where cause in the Bank’s reasonable opinion it is likely to affect materially event of default by Seller hereunder. Without limiting the ability of the Intermediary to perform its obligations under this Agreement; or
(e) material litigation or reconstruction involving the Intermediary including (without limitation generality of the foregoing) bankruptcy, dissolutionSeller’s failure to comply with any of its obligations hereunder, administrationlate deliveries, winding up and deliveries of defective or seizure of assets; or
(f) any conduct by non-conforming Goods shall all be defaults allowing Vecoplan to terminate the Intermediary or any Appointed Representative which, by association, may be prejudicial to the Bank’s business or reputation; and the Intermediary shall keep the Bank advised in writing of any facts known to it within the scope of this paragraph 11.2.
11.3 Any termination of this Agreement by the Bank shall be without prejudice to any other remedies that the Bank may be able to pursue against the Intermediary, including any accrued rights.
11.4 Upon termination, the Intermediary shall:
(a) return to the Bank as soon as reasonably practicable any property belonging to it;
(b) cease any and all promotion of the Business;
(c) repay all sums then and subsequently outstanding to the Bank within 28 days of the termination taking effect or on the date such sum is ascertained (if later).
11.5 Purchase Order for cause. In the event of termination for cause, Vecoplan shall not be liable to Seller for any amount (except for Goods already received and accepted by Vecoplan as satisfactory). If it should be determined that Vecoplan improperly terminated the Purchase Order for cause, such termination shall be deemed a termination for convenience under the immediately preceding paragraph.
13.3. Upon Vecoplan’s written request, and upon expiration or other termination of this Agreement pursuant Agreement, Seller shall: (i) preserve, protect, and if so requested, transfer title to clause 11.2and deliver to Vecoplan, the Bank reserves the right materials on hand and work in progress, both in Seller’s and in its suppliers’ plants or other facilities, and intellectual property (including licenses) purchased by Vecoplan, (ii) transfer to withhold Vecoplan all applicable government permits, and (iii) promptly return any Payments other than those accrued to the date of the terminationVecoplan Materials.
Appears in 1 contract
Samples: Purchase Order Terms and Conditions
Termination; Suspension. 11.1 Either ____Frances Sawyer___
a) If either party to this Agreement fails to substantially perform in accordance with the terms, covenants and conditions of this Agreement or is otherwise in default of any of the terms of this Agreement (the “Defaulting Party”), then the non-defaulting party, after giving seven (7) days’ notice to the Defaulting Party of the alleged default, and upon the Defaulting Party’s failure to cure said breach within said seven (7) days, may initiate the dispute resolution process outlined in Paragraph (11) below. However, Consultant shall continue to provide the Services in a timely and expeditious manner during all disputes, actions or claims that are subject to Paragraph (11) below, unless this Agreement is terminated under Subparagraphs (b) or (c) below (or as otherwise agreed between Consultant and Owner in writing).
b) Notwithstanding Subparagraph (a) above, Owner may terminate this Agreement upon giving the other one month’s at any time and for any reason with seven (7) calendar days’ prior written notice in writing.
11.2 The Bank may terminate this Agreement with immediate effect, and without liability, on the occurrence of any one or more of the following:
(a) any material breach by the Intermediary or any person or body for which it is responsible (including an Appointed Representative) of any of the provisions of this Agreement;
(b) any misconduct, incompetence or negligence by the Intermediary or any person or body for which it is responsible (including an Appointed Representative);
(c) the Intermediary or any Appointed Representative ceases to be appropriately authorised or exempt (as applicable) under FSMA;
(d) cessation or suspension or intended cessation or suspension of the Intermediary’s operation or in any circumstance where in the Bank’s reasonable opinion it is likely to affect materially the ability of the Intermediary to perform its obligations under this Agreement; or
(e) material litigation or reconstruction involving the Intermediary including (without limitation of the foregoing) bankruptcy, dissolution, administration, winding up or seizure of assets; or
(f) any conduct by the Intermediary or any Appointed Representative which, by association, may be prejudicial to the Bank’s business or reputation; and the Intermediary shall keep the Bank advised in writing of any facts known to it within the scope of this paragraph 11.2.
11.3 Any Consultant. On termination of this Agreement by Owner under this paragraph, Owner shall pay to Consultant as payment in full for all labor, work and services performed, all materials supplied, and expenses incurred by Consultant as follows: (i) the Bank agreed compensation for all Services and approved Additional Services actually performed by Consultant under this Agreement up to the effective date of termination, plus (ii) the amount of all reimbursable expenses (i.e., expenses for which Owner has agreed to reimburse Consultant as set forth in Exhibit A) incurred by Consultant up to the effective date of termination for which Owner had not yet reimbursed Consultant before the effective date of termination. Concurrent with Consultant's receipt of such payment, Consultant shall sign and deliver to Owner true and complete copies of Consultant's work product and final unconditional lien release(s) of all lien rights for itself and any person, firm or entity with whom it has contracted for the performance of the Services (including any Additional Services) hereunder. As used herein, the “effective date of termination” shall be without prejudice to any other remedies that date which is seven (7) calendar days after Consultant's receipt of the Bank may be able to pursue against the Intermediary, including any accrued rightsnotice of termination.
11.4 Upon termination, the Intermediary shall:
c) Notwithstanding Subparagraphs (a) return to the Bank as soon as reasonably practicable any property belonging to it;
and (b) cease any and all promotion above, if Owner, through no fault of the Business;
Consultant, fails to pay Consultant within seven (c7) repay all sums then and subsequently outstanding to the Bank within 28 days of the termination taking effect or on after the date such sum is ascertained established for payment under this Agreement, Consultant shall have the right to terminate this Agreement upon seven (if later).
11.5 7) additional days written notice to Owner and Owner’s failure to cure said breach within the seven (7) day cure period. In the event of termination of this Agreement pursuant to clause 11.2by Consultant, the Bank reserves the right to withhold any Payments other than those accrued to the “effective date of termination” shall be that date which is seven (7) day days after Owner’s receipt of the notice of termination.
Appears in 1 contract
Samples: Professional Services
Termination; Suspension. 11.1 Either party may 20.1. A Party shall be entitled to terminate this Agreement upon giving Contract by written notice,
(i) if any proceeding is instituted against the other one month’s notice party seeking to adjudicate such party as bankrupt or insolvent, or if the other party makes a general assignment for the benefit of its creditors, or if a receiver is appointed on account of the insolvency of the other party, and, in writingthe case of any such proceeding instituted against the other party (but not by the other party itself), if such proceeding is not dismissed within 45 (forty-five) days of such filing, or
(ii) if the other party is insolvent or itself files a petition seeking to take advantage of any law relating to bankruptcy, insolvency, winding up or composition or readjustment of debts.
11.2 The Bank may terminate this Agreement with immediate effect, and without liability, on 20.2. In the occurrence of event any one or more of the followingfollowing occurs Contractor may at its option suspend the provision of its obligations under this Contract:
(ai) any material breach by the Intermediary or any person or body for which it is responsible (including an Appointed Representative) Purchaser fails to make payment of any of the provisions of this Agreement;
amount within 30 (bthirty) any misconductdays after it has become due and payable, incompetence or negligence by the Intermediary or any person or body for which it is responsible (including an Appointed Representative);
(cii) the Intermediary or any Appointed Representative ceases to be appropriately authorised or exempt (as applicable) under FSMA;
(d) cessation or suspension or intended cessation or suspension of the Intermediary’s operation or in any circumstance where in the Bank’s reasonable opinion it is likely to affect materially the ability of the Intermediary Purchaser fails to perform its obligations under this Agreement; or
necessary for Contractor to deliver or complete the Works, or (eiii) material litigation or reconstruction involving the Intermediary including (without limitation delivery of the foregoingWorks is prevented by export restrictions for more than 3 (three) bankruptcy, dissolution, administration, winding up months; or seizure of assets; or
(fiv) any conduct by the Intermediary Purchaser is insolvent or any Appointed Representative whichproceeding as referred to in Clause 20.1 is instituted against Purchaser.
20.3. In the event Contractor suspends the provision of its obligations Purchaser shall pay Contractor all additional cost incurred due to such suspension. Contractor shall be entitled to take back the W orks and Purchaser shall be obliged to return the Works. The taking back, the assertion of the retention of ownership or of a security interest or the taking possession through legal right or process of the Works by associationContractor shall not mean termination of the Contract and restitution, may be prejudicial unless expressly stated by Contractor. Contractor shall have the right to terminate the BankContract if Works is suspended for more than 90 (ninety) days due to Purchaser’s business breach of Contract or reputation; and Purchaser has otherwise materially breached the Intermediary Contract. For the removal of all doubt, non-payment beyond the period provided for in Contractor’s invoice shall keep the Bank advised in writing of constitute a material breach.
20.4. Notwithstanding any facts known to it within the scope other provisions of this paragraph 11.2.
11.3 Any termination Contract, Contractor may terminate a part or the whole Contract with 30 (thirty) days written notice to Purchaser in case of this Agreement by the Bank shall be without prejudice to any other remedies that the Bank may be able to pursue against the IntermediaryPurchaser’s material breach under Clause 20.2 (i), including any accrued rights.
11.4 Upon termination, the Intermediary shall:
(aii) return to the Bank as soon as reasonably practicable any property belonging to it;
or (b) cease any and all promotion of the Business;
(c) repay all sums then and subsequently outstanding to the Bank within 28 days of the termination taking effect or on the date such sum is ascertained (if lateriii).
11.5 20.5. Notwithstanding anything in this clause 20, in the event of suspension of the Contract for more than 3 (three) months, Contractor shall always be entitled to adjustment of schedule, price, and payment terms, which shall also take into account any time and effort required for the ramp-up of activities after the end of the suspension.
20.6. In the event of termination of Purchaser wishes to have a right to suspend for convenience and this Agreement pursuant to clause 11.2suspension for convenience lasts for more than 6 (six) months, the Bank reserves Contractor shall have the right to withhold any Payments other than those accrued terminate with the same compensation as for Purchasers’ termination for convenience.
20.7. In the event Purchaser wishes to have a right to terminate for convenience or the date of the terminationContract is terminated as per Clause 16.2 or
Appears in 1 contract
Samples: General Conditions of Contract
