Common use of Termination Without Default Clause in Contracts

Termination Without Default. Buyer may, at any time, for any reason or no reason, for its sole convenience and at its sole discretion, upon notice in writing, terminate this purchase order in whole or in part, even though Seller is not then in default. Such notice shall state the extent and effective date of termination and upon the mailing or delivery thereof to Seller, Seller will, (i) in accordance with the direction set forth in such notice, terminate work hereunder and under any orders and/or subcontracts outstanding hereunder, and place no further orders or subcontracts hereunder; (ii) take all steps necessary to protect materials and/or property in Seller’s possession in which Buyer has or may acquire an interest; and (iii) take all reasonable steps to minimize any costs, expenses and damages resulting from the termination. Upon such termination, Buyer’s obligations to Seller shall be limited to payment for (i) conforming materials completed prior to the date of termination, in accordance with the terms and requirements hereof, and not previously paid for; (ii) the actual costs incurred by Seller which are properly allocable under recognized commercial accounting practices to the terminated portion of this purchase order (but excluding any charge for interest or materials which may be diverted to other orders); provided, however, that the total payments which Buyer is obligated to make upon such a termination shall not exceed the purchase order price of the materials to which such termination applies. Buyer shall have no other obligations or liability of any kind to Seller as a result of such a termination. Termination by Buyer hereunder shall be without prejudice to any claims which Xxxxx may have against Seller. Within 30 days after receipt of a termination notice, Seller shall submit (in writing) its claim for amounts due to Seller. Buyer reserves the right to verify the claim by auditing all relevant records. Seller shall not be paid for any work performed after the date of termination, nor for any costs incurred by Seller’s suppliers or subcontractors after such date. Seller shall transfer title and deliver to Buyer, if so requested by Xxxxx, all undelivered goods, work in process or raw materials paid for by Buyer as provided above. Seller may not terminate this purchase order.

Termination Without Default. Buyer may, at any time, for any reason Termination Either party (Company or no reason, for its sole convenience and at its sole discretion, upon notice in writing, Client) can terminate this purchase order in whole or in part, even though Seller is not then in defaultagreement by giving five (5) business days written notice. Such notice shall state Termination will be without prejudice to Transactions already initiated. In the extent and effective date case of termination and upon the mailing or delivery thereof to Seller, Seller will, (i) in accordance with the direction set forth in such notice, terminate work hereunder and under any orders and/or subcontracts outstanding hereunder, and place no further orders or subcontracts hereunder; (ii) take all steps necessary to protect materials and/or property in Seller’s possession in which Buyer has or may acquire an interest; and (iii) take all reasonable steps to minimize any costs, expenses and damages resulting from the termination. Upon such termination, Buyer’s obligations to Seller all pending Transactions on behalf of the Client shall be limited cancelled and any open positions shall be closed. The Company shall be entitled to payment for terminate this Agreement immediately without giving fifteen (i5) conforming materials completed prior days written notice if the following occur: a) Any actions of bankruptcy or winding up of the Client are taken; and b) The termination is required by any regulatory authority or body. c) The Client has violated any provisions of the Agreement and to the date of terminationCompany’s discretion the Agreement cannot be implemented; d) The Client has violated any law and/or regulation to which he / she is subject including but not limited to, in accordance with the terms laws and requirements hereof, regulations relating to exchange control and not previously paid forregistration requirements; (iiand e) the actual Client has made false or misleading representations to the Company in any material respect at the time it was made or given. Upon termination of this Agreement, all amounts payable by the Client to the Company will become immediately due and payable including (but without limitation) all outstanding costs and any other amounts payable to the Company, any charges and additional expenses incurred or to be incurred by Seller which are properly allocable under recognized commercial accounting practices to the terminated portion of this purchase order (but excluding any charge for interest or materials which may be diverted to other orders); provided, however, that the total payments which Buyer is obligated to make upon such a termination shall not exceed the purchase order price of the materials to which such termination applies. Buyer shall have no other obligations or liability of any kind to Seller Company as a result of such a the termination of the Agreement. Once notice of termination of this Agreement is sent and before the termination date: a) the Client will have an obligation to close all his/her Open Positions. If he/she fails to do so, upon termination, the Company will close any Open Positions at current prices; b) the Company will be entitled to cease to grant the Client access to the Platform(s) or may limit the functionalities the Client is allowed to use on the Platform(s); c) the Company will be entitled to refuse to accept new Orders from the Client; d) the Company will be entitled to refuse to the Client to withdraw money from the Client Account in case the Client has open positions which need to be closed and/or has pending obligations under the Agreement. Upon Termination by Buyer hereunder shall be without prejudice to any claims which Xxxxx or all the following may have against Seller. Within 30 days after receipt of a termination notice, Seller shall submit (in writingapply: a) its claim for amounts due to Seller. Buyer reserves The Company has the right to verify combine any Client Accounts of the claim by auditing all Client, to consolidate the Balances in such Client Accounts and to set off those Balances; b) The Company has the right to close the Client Account(s); c) The Company has the right to convert any currency; d) The Company has the right to close out the Client’s Open Positions at current prices; e) In absence of illegal activity or suspected illegal activity or fraud of the Client or instructions from the relevant recordsauthorities, if there is a Balance in the Client’s favour, the Company will (after withholding such amounts that in the Company’s absolute discretion considers appropriate in respect of future liabilities) pay such Balance to the Client as soon as reasonably practicable and supply him with a statement showing how that Balance was arrived at and, where appropriate, instruct any Nominee or/and any Custodian to also pay any applicable amounts. Seller Such funds shall be delivered in accordance to the Client’s Instructions to the Client. It is understood that the Company will effect payments only to an account in the name of the Client. The Company has the right to refuse, at its discretion, to effect payments to third parties. Termination shall not affect then outstanding rights and obligations and Transactions which shall continue to be paid for any work performed after governed by this Agreement and the date of termination, nor for any costs incurred by Seller’s suppliers or subcontractors after clauses agreed between us in relation to such date. Seller shall transfer title and deliver to Buyer, if so requested by Xxxxx, Transactions until all undelivered goods, work in process or raw materials paid for by Buyer as provided above. Seller may not terminate this purchase orderobligations have been fully performed.

Termination Without Default. Buyer may, at any time, for any reason or no reason, for its sole convenience and at its sole discretion, upon notice in writing, terminate this purchase order in whole or in part, even though Seller is not then in default. Such notice shall state the extent and effective date of termination and upon the mailing or delivery thereof to Seller, Seller will, (i) in accordance with the direction set forth in such notice, terminate work won( hereunder and under any orders and/or subcontracts outstanding hereunder, and place no further orders or subcontracts hereunder; (ii) take all steps necessary to protect materials and/or property in Seller’s 's possession in which Buyer has or may acquire an interest; and (iii) take all reasonable steps to minimize any costs, expenses and damages resulting from the termination. Upon such termination, Buyer’s 's obligations to Seller shall be limited to payment for (i) conforming materials completed prior to the date of termination, in accordance with the terms and requirements hereof, and not previously paid for; (ii) the actual costs incurred by Seller which are properly allocable under recognized commercial accounting practices to the terminated portion of this purchase order (but excluding any charge for interest or materials which may be diverted to other orders); provided, however, that the total payments which Buyer is obligated to make upon such a termination shall not exceed the purchase order price of the materials to which such termination applies. Buyer shall have no other obligations or liability of any kind to Seller as a result of such a termination. Termination by Buyer hereunder shall be without prejudice to any claims which Xxxxx may have against Seller. Within 30 days after receipt of a termination notice, Seller shall submit (in writing) its claim for amounts due to Seller. Buyer reserves the right to verify the claim by auditing all relevant records. Seller shall not be paid for any work performed after the date of termination, nor for any costs incurred by Seller’s 's suppliers or subcontractors after such date. Seller shall transfer title and deliver to Buyer, if so requested by Xxxxx, all undelivered goods, work in process or raw materials paid for by Buyer as provided above. Seller may not terminate this purchase order.

Termination Without Default. Buyer may, at any time, for any reason or no reason, for its sole convenience and at its sole discretion, upon notice in writing, terminate this purchase order in whole or in part, even though Seller is not then in default. Such notice shall state the extent and effective date of termination and upon the mailing or delivery thereof to Seller, Seller will, (i) in accordance with the direction set forth in such notice, terminate work hereunder and under any orders and/or subcontracts outstanding hereunder, and place no further orders or subcontracts hereunder; (ii) take all steps necessary to protect materials and/or property in Seller’s possession in which Buyer has or may acquire an interest; and (iii) take all reasonable steps to minimize any costs, expenses and damages resulting from the termination. Upon such termination, Buyer’s obligations to Seller shall be limited to payment for (i) conforming materials completed prior to the date of termination, in accordance with the terms and requirements hereof, and not previously paid for; (ii) the actual costs incurred by Seller which are properly allocable under recognized commercial accounting practices to the terminated portion of this purchase order (but excluding any charge for interest or materials which may be diverted to other orders); provided, however, that the total payments which Buyer is obligated to make upon such a termination shall not exceed the purchase order price of the materials to which such termination applies. Buyer shall have no other obligations or liability of any kind to Seller as a result of such a termination. Termination by Buyer hereunder shall be without prejudice to any claims which Xxxxx Buyer may have against Seller. Within 30 days after receipt of a termination notice, Seller shall submit (in writing) its claim for amounts due to Seller. Buyer reserves the right to verify the claim by auditing all relevant records. Seller shall not be paid for any work performed after the date of termination, nor for any costs incurred by Seller’s suppliers or subcontractors after such date. Seller shall transfer title and deliver to Buyer, if so requested by XxxxxBuyer, all undelivered goods, work in process or raw materials paid for by Buyer as provided above. Seller may not terminate this purchase order.

Termination Without Default. Buyer may(a) If this Agreement is terminated pursuant to the Tarion Addendum, at any timethen the Vendor shall pay to the Purchaser all moneys and interest prescribed to be paid by the Tarion Addendum. (b) If this Agreement is terminated after the Occupancy Date without default by the Purchaser, for any reason or no reason, for its sole convenience and at its sole discretion, upon notice in writing, terminate this purchase order in whole or in part, even though Seller is not then in default. Such notice shall state the extent and effective date of termination and upon the mailing or delivery thereof to Seller, Seller will, then: (i) If the reason for the termination is described in accordance with the direction Tarion Addendum, then money shall be payable as set forth out in such notice, terminate work hereunder and under any orders and/or subcontracts outstanding hereunder, and place no further orders or subcontracts hereunder; the Tarion Addendum; (ii) take If the termination is for any other reason, then all steps necessary deposit monies paid by the Purchaser towards the Purchase Price, together with any interest required by law to protect materials and/or property in Seller’s possession in which Buyer has or may acquire be paid, shall be returned to the Purchaser; provided however, that the Vendor shall not be obligated to return any monies paid by the Purchaser as an interest; and Occupancy Fee; (iii) take all reasonable steps to minimize The Purchaser acknowledges that the Occupancy Fee is paid for the benefit of the Purchaser's use of the Property, and the Purchaser shall receive as a refund only the Occupancy Fee for the entirety of any month in which the Purchaser did not have control or use or possession of any part of the Property after the date of termination. (c) For greater certainty, in no instance shall the Vendor be liable for any other costs or claims or damages whatsoever, including, without limitation, any loss of bargain, relocation costs, expenses loss of use of deposit monies or for any fees, professional or otherwise, expended in relation to this transaction. The Purchaser acknowledges and damages resulting agrees that the foregoing may be pleaded by the Vendor as an estoppel to any action brought by the Purchaser. (d) The Vendor may deduct by way of set off from any money payable to the termination. Upon such termination, Buyer’s obligations Purchaser pursuant to Seller shall be limited to payment for (i) conforming materials completed this paragraph those sums payable by the Purchaser by reason of any default by the Purchaser prior to the date of terminationtermination and any other sums that are payable by the Purchaser under this Agreement, in accordance with including extras and upgrades and other fees or costs where the terms and requirements hereof, and not previously paid for; (ii) the actual costs incurred by Seller which are properly allocable under recognized commercial accounting practices to the terminated portion of this purchase order (but excluding any charge Purchaser's liability for interest or materials which may be diverted to other orders); provided, however, that the total payments which Buyer is obligated to make upon such a termination shall not exceed the purchase order price of the materials to which such termination applies. Buyer shall have no other obligations or liability of any kind to Seller as a result of such a termination. Termination by Buyer hereunder shall be without prejudice to any claims which Xxxxx may have against Seller. Within 30 days after receipt of a termination notice, Seller shall submit (in writing) its claim for amounts due to Seller. Buyer reserves the right to verify the claim by auditing all relevant records. Seller shall not be paid for any work performed after sums predates the date of termination, nor . The Vendor may also deduct from any money payable by the Purchaser a reasonable allowance (but in any case not less than $10,000) as a security deposit for any costs incurred damages caused to the Condominium by Seller’s suppliers or subcontractors after such date. Seller the Purchaser's occupancy therein, which sum shall transfer title and deliver to Buyer, if so requested by Xxxxx, all undelivered goods, work be adjusted as set out in process or raw materials paid for by Buyer as provided above. Seller may not terminate this purchase orderSchedule "H".

Termination Without Default. Buyer may(a) In the event that the Closing of the transactions contemplated hereunder has not occurred by October 31, at any time2020 (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made, for any reason Purchaser or no reasonthe Company shall have the right, for its sole convenience and at its sole discretionoption, upon notice in writing, to terminate this purchase order in whole or in part, even though Seller is not then in defaultAgreement without liability to the other side. Such right may be exercised by the Purchaser or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date; provided, however that, the right to terminate under this Section 13.1 shall state not be available to any party that through its inaction, or by its failure to promptly fulfill its covenants or complete its closing conditions, has caused unreasonably delays in closing by the extent and effective date of termination and upon Outside Closing Date (b) by the mailing or delivery thereof Company by written notice to Seller, Seller will, Purchaser if (i) the Board of Directors withdraws (or modifies in any manner adverse to the Company), or proposes to withdraw (or modify in any manner adverse to the Company), the Board of Directors’ recommendation in favor of the Purchaser Proposals, or fails to reaffirm such recommendation as promptly as practicable (and in any event within five Business Days) after receipt of any written request to do so by the Company or (ii) if the Purchaser Shareholder Approval shall not have been obtained at the meeting of Purchaser shareholders to be held in accordance with the direction set forth in such noticeProxy Statement (or at any adjournment or postponement thereof). (c) If within twenty business days after the date hereof, terminate work hereunder the Purchaser is not satisfied with its continuing legal due diligence review of the Company and under any orders and/or subcontracts outstanding hereunderits Subsidiaries, and place no further orders has identified facts or subcontracts hereunder; (ii) take all steps necessary circumstances that could reasonably be believed to protect materials and/or property in Seller’s possession in which Buyer has or may acquire an interest; have a material adverse effect on the Business, financial condition and (iii) take all reasonable steps to minimize any costsresults of operations of the Company and its Subsidiaries, expenses and damages resulting from the termination. Upon such terminationtaken as a whole, Buyer’s obligations to Seller shall be limited to payment for (i) conforming materials completed prior to or after the date of termination, in accordance with Business Combination; the terms and requirements hereof, and not previously paid for; (ii) Purchaser shall have the actual costs incurred right to terminate this Agreement by Seller which are properly allocable under recognized commercial accounting practices providing written notice to the terminated portion of this purchase order (but excluding any charge for interest or materials which may be diverted to other orders)Company and the Members; provided, however, that the total payments which Buyer is obligated to make upon such a termination Purchaser shall not exceed exercise the purchase order price right of termination set forth in this Section 13.1(c) unless the materials to which such termination applies. Buyer Purchaser shall have no other obligations or liability promptly notified the Company and the Members in writing of any kind to Seller as a result of such identified facts or circumstances and shall have allowed the Company and the Members an opportunity in good faith to resolve such issues. If such issues are not resolved, or a termination. Termination plan to resolve such issues has not been agreed to by Buyer hereunder shall be without prejudice to any claims which Xxxxx may have against Seller. Within 30 the Purchaser within five (5) business days after receipt of a termination such notice, Seller shall submit (in writing) its claim for amounts due to Seller. Buyer reserves the Purchaser has the right to verify the claim by auditing all relevant records. Seller shall not be paid for any work performed immediately terminate this Agreement. (d) If within twenty business days after the date hereof, the Company or the Members’ Representative are not satisfied with their continuing legal due diligence review of terminationthe Purchaser, nor for any costs incurred by Seller’s suppliers and has identified facts or subcontractors circumstances that could reasonably be believed to have a material adverse effect on the Purchaser, financial condition and results of operations of the Purchaser prior to or after such date. Seller the Business Combination, the Members’ Representative, on behalf of the Members and the Company, shall transfer title and deliver have the right to Buyer, if so requested by Xxxxx, all undelivered goods, work in process or raw materials paid for by Buyer as provided above. Seller may not terminate this purchase orderAgreement by providing written notice to the Purchaser; provided, however, that the Members’ Representative shall not exercise the right of termination set forth in this Section 13.1(d) unless the Members’ Representative shall have promptly notified the Purchaser in writing of any of such identified facts or circumstances and shall have allowed the Purchaser an opportunity in good faith to resolve such issues. If such issues are not resolved within five (5) business days of such notice, the Members’ Representative, on behalf of the Members, has the right to immediately terminate this Agreement.

Termination Without Default. Buyer may, The Client has the right to terminate the Agreement by giving the Company at any time, for any reason or no reason, for its sole convenience and at its sole discretion, upon notice in writing, terminate this purchase order in whole or in part, even though Seller is not then in default. Such notice shall state the extent and effective date of termination and upon the mailing or delivery thereof to Seller, Seller will, least thirty (i30) in accordance with the direction set forth in such days written notice, terminate work hereunder and under any orders and/or subcontracts outstanding hereunder, and place no further orders or subcontracts hereunder; (ii) take all steps necessary to protect materials and/or property in Seller’s possession in which Buyer has or may acquire an interest; and (iii) take all reasonable steps to minimize any costs, expenses and damages resulting from the termination. Upon such termination, Buyer’s obligations to Seller shall be limited to payment for (i) conforming materials completed prior to specifying the date of termination, on the condition that in the case of such termination, all Client’s open positions shall be closed. The Company may terminate the Agreement by giving the Client a five (5) days written notice, specifying the date of termination therein. The Company may terminate the Agreement immediately without prior notice to the Client in the following cases: • Upon terminating this Agreement all amounts payable by the Client will become immediately due and payable including but without limitation all outstanding fees, charges and costs, any dealing expenses incurred by terminating this Agreement, and any losses and expenses realised in closing out any Transactions or settling or concluding outstanding obligations incurred by the Company on your behalf. • In the absence of any specific instructions from you as to the close out of your open positions, the Company shall proceed to close out all your open positions at our Prices that exist as at the end of the aforesaid 5 (five) days period, in accordance with the terms and requirements hereofprovisions of the Company’s Order Execution. The Company shall return any remaining funds which you may have, and not previously paid for; (ii) to an account in your name being the actual costs incurred by Seller account from which are properly allocable under recognized commercial accounting practices the funds were remitted to the terminated portion of this purchase order (but excluding any charge for interest or materials which may be diverted to other orders); provided, however, that the total payments which Buyer is obligated to make upon such a termination shall not exceed the purchase order price of the materials to which such termination appliesCompany. Buyer shall have no other obligations or liability of any kind to Seller as a result of such a termination. Termination by Buyer hereunder shall be without prejudice to any claims which Xxxxx may have against Seller. Within 30 days after receipt of a termination notice, Seller shall submit (in writing) its claim for amounts due to Seller. Buyer reserves The client has the right to verify terminate the claim Agreement by auditing all relevant records. Seller shall not be paid for any work performed after giving the Company at least five (5) business days written notice, specifying the date of termination, nor on the condition that in the case of such termination, all the client’s open positions shall be closed. The first day of the notice shall be deemed to be the date that such notice has been received by the Company. The Company may terminate the agreement by giving the Client five (5) days written notice, specifying the date of termination therein. The Company may terminate the agreement immediately without giving any notice in the following cases: • Breach of any part of the agreement by the client; • Where we have reasonable grounds to believe that you have not acted in good faith including, but not limited to where we determine that you have, willingly or not, abused our ‘Negative Balance Protection’ rule. This includes, but it is not limited to you hedging your exposure using multiple trading accounts, whether under the same profile or in connection with another client; • Death or incapacity of the client (in the event of death, any funds available in your account(s) shall form part of your estate); • Issuance of an application, order, resolution or other announcement in relation to bankruptcy or winding up procedures involving the client; • Breach of any applicable law by the client, including but not limited to any applicable anti- money laundering laws; • Termination is required by any competent regulatory authority or body; • The client involves the Company directly or indirectly in any type of fraud; • An Event of Default as defined in 39 this Agreement occurs; • Where the client acted contrary to our ‘Order Execution Policy’ or any other of our policies and procedures; • Accounts being inactive for a period of a year. The termination of the agreement shall not in any costs case affect the rights which have arisen, existing commitments or any contractual provision which was intended to remain in force after the termination and in the case of termination, the client shall pay: • Any pending fee of the Company and any other amount payable to the Company; • Any charge and additional expenses incurred or to be incurred by Seller’s suppliers the Company as a result of the termination of the agreement; Any damages which arose during the arrangement or subcontractors after settlement of pending obligations. If upon termination of the Agreement, we need to transfer any amount available in your account(s) to you, such date. Seller shall transfer title and deliver to Buyer, if so requested by Xxxxx, all undelivered goods, work in process or raw materials paid for by Buyer as provided above. Seller may not terminate this purchase orderwill be net of any outstanding amount due.

Termination Without Default. Buyer may, ‌ The Client has the right to terminate the Agreement by giving the Company at any time, for any reason or no reason, for its sole convenience and at its sole discretion, upon notice in writing, terminate this purchase order in whole or in part, even though Seller is not then in default. Such notice shall state the extent and effective date of termination and upon the mailing or delivery thereof to Seller, Seller will, least thirty (i30) in accordance with the direction set forth in such days written notice, terminate work hereunder and under any orders and/or subcontracts outstanding hereunder, and place no further orders or subcontracts hereunder; (ii) take all steps necessary to protect materials and/or property in Seller’s possession in which Buyer has or may acquire an interest; and (iii) take all reasonable steps to minimize any costs, expenses and damages resulting from the termination. Upon such termination, Buyer’s obligations to Seller shall be limited to payment for (i) conforming materials completed prior to specifying the date of termination, on the condition that in the case of such termination, all Client’s open positions shall be closed. The Company may terminate the Agreement by giving the Client a five (5) days written notice, specifying the date of termination therein. The Company may terminate the Agreement immediately without prior notice to the Client in the following cases: • Upon terminating this Agreement all amounts payable by the Client will become immediately due and payable including but without limitation all outstanding fees, charges and costs, any dealing expenses incurred by terminating this Agreement, and any losses and expenses realised in closing out any Transactions or settling or concluding outstanding obligations incurred by the Company on your behalf. • In the absence of any specific instructions from you as to the close out of your open positions, the Company shall proceed to close out all your open positions at our Prices that exist as at the end of the aforesaid 5 (five) days period, in accordance with the terms and requirements hereofprovisions of the Company’s Order Execution. The Company shall return any remaining funds which you may have, and not previously paid for; (ii) to an account in your name being the actual costs incurred by Seller account from which are properly allocable under recognized commercial accounting practices the funds were remitted to the terminated portion of this purchase order (but excluding any charge for interest or materials which may be diverted to other orders); provided, however, that the total payments which Buyer is obligated to make upon such a termination shall not exceed the purchase order price of the materials to which such termination appliesCompany. Buyer shall have no other obligations or liability of any kind to Seller as a result of such a termination. Termination by Buyer hereunder shall be without prejudice to any claims which Xxxxx may have against Seller. Within 30 days after receipt of a termination notice, Seller shall submit (in writing) its claim for amounts due to Seller. Buyer reserves The client has the right to verify terminate the claim Agreement by auditing all relevant records. Seller shall not be paid for any work performed after giving the Company at least five (5) business days written notice, specifying the date of termination, nor on the condition that in the case of such termination, all the client’s open positions shall be closed. The first day of the notice shall be deemed to be the date that such notice has been received by the Company. The Company may terminate the agreement by giving the Client five (5) days written notice, specifying the date of termination therein. The Company may terminate the agreement immediately without giving any notice in the following cases: • Breach of any part of the agreement by the client; • Where we have reasonable grounds to believe that you have not acted in good faith including, but not limited to where we determine that you have, willingly or not, abused our ‘Negative Balance Protection’ rule. This includes, but it is not limited to you hedging your exposure using multiple trading accounts, whether under the same profile or in connection with another client; • Death or incapacity of the client (in the event of death, any funds available in your account(s) shall form part of your estate); • Issuance of an application, order, resolution or other announcement in relation to bankruptcy or winding up procedures involving the client; • Breach of any applicable law by the client, including but not limited to any applicable anti- money laundering laws; • Termination is required by any competent regulatory authority or body; • The client involves the Company directly or indirectly in any type of fraud; • An Event of Default as defined in 39 this Agreement occurs; • Where the client acted contrary to our ‘Order Execution Policy’ or any other of our policies and procedures; • Accounts being inactive for a period of a year. The termination of the agreement shall not in any costs case affect the rights which have arisen, existing commitments or any contractual provision which was intended to remain in force after the termination and in the case of termination, the client shall pay: • Any pending fee of the Company and any other amount payable to the Company; • Any charge and additional expenses incurred or to be incurred by Seller’s suppliers the Company as a result of the termination of the agreement; Any damages which arose during the arrangement or subcontractors after settlement of pending obligations. If upon termination of the Agreement, we need to transfer any amount available in your account(s) to you, such date. Seller shall transfer title and deliver to Buyer, if so requested by Xxxxx, all undelivered goods, work in process or raw materials paid for by Buyer as provided above. Seller may not terminate this purchase orderwill be net of any outstanding amount due.

Termination Without Default. Buyer may, at any time, for any reason or no reason, for its sole convenience and at its sole discretion, upon notice in writing, 19.1 CANARIE may immediately terminate this purchase order Agreement on written notice to the Lead Contractor in whole the event of any substantial amendment to or in part, even though Seller the cancellation of the Contribution Agreement. 19.2 In the event this Agreement is not then in default. Such notice shall state the extent and effective date of termination and upon the mailing or delivery thereof to Seller, Seller will, (i) terminated in accordance with the direction set forth in provisions of paragraph 19.1 hereof, any and all Claims for Eligible Costs and expenses up to the time of such notice, terminate work hereunder termination shall be due and under payable to the Lead Contractor by CANARIE as soon as reasonably practicable. Payment of such final amounts shall constitute full and final payment by CANARIE to the Lead Contractor for any orders and/or subcontracts outstanding hereunder, and place no further orders or subcontracts hereunder; (ii) take all steps necessary to protect materials and/or property in Seller’s possession in which Buyer has or may acquire an interest; matters and (iii) take all reasonable steps to minimize any costs, expenses and damages resulting liabilities arising from the termination, and the Lead Contractor hereby releases CANARIE from any further claims relating to the termination of this Agreement. 19.3 In the event of circumstances beyond the control of the Lead Contractor, the Lead Contractor may request in writing the termination of this Agreement without default. Upon such termination, Buyer’s obligations to Seller This termination right shall be limited to payment for (i) conforming materials completed prior subject to the date of terminationLead Contractor demonstrating to CANARIE's satisfaction, in accordance with the terms and requirements hereof, and not previously paid for; (ii) the actual costs incurred by Seller which are properly allocable under recognized commercial accounting practices to the terminated portion of this purchase order (but excluding any charge for interest or materials which may be diverted to other orders); provided, howeveracting reasonably, that the total payments which Buyer is obligated to make upon such a termination shall circumstances in question were unanticipated, not exceed preventable and beyond the purchase order price control of the materials Lead Contractor acting as a prudent and careful manager of the Project. 19.4 The Lead Contractor may, in any other circumstance, request in writing the termination of this Agreement, without default, subject to the Lead Contractor paying to CANARIE the total Contribution payments received by the Lead Contractor from CANARIE under this Agreement as at the date on which the Lead Contractor gives notice of termination under this paragraph. The Lead Contractor acknowledges that such payment will be paid as liquidated damages and not as a penalty and such amount is a liquidated amount which represents the Parties' genuine pre-estimate of the minimum amount of damages which CANARIE would suffer as a direct result of the premature termination applies. Buyer of this Agreement by the Lead Contractor, and, except that the liquidated damages shall have no other obligations or liability of any kind constitute CANARIE's sole entitlement to Seller damages as a result of such a termination. Termination termination by Buyer hereunder shall be the Lead Contractor under this paragraph, is without prejudice to any claims other rights to which Xxxxx CANARIE may have against Seller. Within 30 days after receipt of a termination notice, Seller shall submit (in writing) its claim for amounts due to Seller. Buyer reserves the right to verify the claim by auditing all relevant records. Seller shall not then be paid for any work performed after the date of termination, nor for any costs incurred by Seller’s suppliers or subcontractors after such date. Seller shall transfer title and deliver to Buyer, if so requested by Xxxxx, all undelivered goods, work in process or raw materials paid for by Buyer as provided above. Seller may not terminate this purchase orderentitled.