Without prejudice to any other rights or remedies which DTIDCL may have under this Agreement, upon occurrence of a Concessionaire Event of Default, DTIDCL shall be entitled to terminate this Agreement by issuing a Termination Notice to the Concessionaire; provided that before issuing the Termination Notice, DTIDCL shall by a notice inform the Concessionaire of its intention to issue such Termination Notice and grant fifteen (15) days to the Concessionaire to make a representation, and may after the expiry of such fifteen (15) days, whether or not it is in receipt of such representation, issue the Termination Notice, subject to the provisions of clause 17.1.3.
Without prejudice to any other rights or remedies it may have, Company may terminate this Agreement at the time and in the circumstances described in Section 7.1. In the event of such termination by the Company, Company may assign the Territory to another distributor immediately and payments made by Distributor under Section 5.3 above shall not be refundable to Distributor and any amounts owing from Distributor to Company under Section 5.3 at the time that Company notifies Distributor of termination shall forthwith be paid by Distributor to Company.
Without prejudice to any other rights or remedies that either party may be entitled to, the parties acknowledge that damages may not be an adequate remedy for breach of these confidentiality obligations and agree that both parties will be entitled to seek the remedies of injunction, specific performance and any other available equitable relief for any threatened or actual breach.
Without prejudice to any other rights or remedies this Agreement may be terminated in relation to any Council ("Defaulter") by the other Council ("Non-Defaulting Council") in giving at least thirty (30) Business days written notice to terminate to the Defaulter, such notice to be run from the date of receipt where the Defaulter breaches any of the provisions of this Agreement and/or any Contract Document and in the case of a breach capable of remedy fails to remedy the same within thirty (30) Business Days (or such other period as agreed by the Councils) of being notified of each breach in writing by the Non-Defaulting Councils and being required to remedy the same. The Councils acknowledge that a decision to terminate the participation of a Council shall be treated as a Matter Reserved To The Councils in accordance with Clause 5.1.3.
Without prejudice to any other rights or remedies it may have either within this Agreement, at Law or in equity, this Agreement may be terminated by MML on written notice to the Supplier, in the following situations:
(a) in the case of a breach capable of remedy, if the Supplier fails to remedy that breach within 14 days from the date of a notice requiring it to be remedied, save for the loss of Independent Vendor Assessment Accreditation which must be remedied within 7 days;
(b) immediately if the Supplier commits any breach which is not capable of remedy;
(c) at any time and for whatever reason in its sole discretion by giving the Supplier no less than three months’ written notice of its intention to do so;
(d) immediately should the Supplier suffer a change in Control or all or substantially all of the assets of the Supplier are transferred to third party;
(e) immediately if the Supplier breaches any part of Clauses 20 (Confidentiality) or 25 (Data protection) or any licence entered into in accordance with Clause 22 (Intellectual property rights);
(f) immediately if the Supplier fails to achieve the Key Performance Indicators set out in Schedule 4 in three (3) consecutive months, or any four (4) months in a rolling 12 month period;
(g) immediately in accordance with Clause 26.7(c); or
(h) on 10 days written notice in the circumstances set out in Clause 48.1.
Without prejudice to any other rights or remedies that either party may have, each party acknowledges and agrees that if Confidential Information is used or disclosed other than in accordance with the terms of the Agreement, that party shall, without proof of special damage, be entitled to an injunction, specific performance or other equitable relief in respect of such misuse, in addition to any damages or other remedy to which it may be entitled.
Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Agreement without liability to the other immediately on giving written notice to the other if:
(a) (i) the other party is in material breach of the Agreement where the breach is incapable of remedy; or (ii) the other party is in material breach of the Agreement where the breach is capable of remedy and fails to remedy that breach within fourteen (14) days after receiving written notice of such breach; or
(b) the other party enters into an arrangement or composition with or for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or
(c) any analogous event happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets.
Without prejudice to any other rights or remedies that the Buyer may have, the Seller acknowledges and agrees that damages alone would not be an adequate remedy for any breach by the Seller of the provisions of this clause and that, accordingly, the Buyer shall be entitled without proof of special damage to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the provisions of this clause by the seller.
Without prejudice to any other rights or remedies arising under this Framework Agreement, including under Clause 9.2, if a Persistent Failure occurs, the Agency acknowledges and agrees that the CCS shall have the right to exercise (in its absolute and sole discretion) all or any of the following remedial actions: CCS shall be entitled to require the Agency, and the Agency agrees to prepare and provide to the CCS, an Improvement Plan within ten (10) Working Days of a written request by the CCS for such Improvement Plan. Such Improvement Plan shall be subject to Approval and the Agency will be required to implement any Approved Improvement Plan, as soon as reasonably practicable. CCS shall be entitled to require the Agency, and the Agency agrees to attend, within a reasonable time 1 or more meetings at the request of the CCS in order to resolve the issues raised by the CCS in its notice to the Agency requesting such meetings. CCS shall be entitled to serve an Improvement Notice on the Agency and the Agency shall implement such requirements for improvement as set out in the Improvement Notice.
Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Agreement without liability to the other immediately on giving notice to the other if:
16.3.1 the other party fails to pay any amount due under the Agreement on the due date for payment and it remains in default not less than seven (7) days after being notified in writing to make such payment;
16.3.2 the other party commits a material breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of being notified in writing of the breach; or
16.3.3 the other party becomes insolvent, is the subject of a petition for creditor protection or a petition in bankruptcy or of any other proceedings under bankruptcy, insolvency or similar laws or makes an assignment for the benefit of creditors (or any event occurs, or proceeding is taken, with respect to the other party that has an effect equivalent or similar to any of the events mentioned in this clause).
