Common use of Without prejudice to Clause in Contracts

Without prejudice to. any other rights or remedies that we may have, we may terminate this Agreement with immediate effect (and, unless we determine that it is unlawful, inappropriate or impracticable, on giving written notice to you) if: 16.1.1 you fail to pay all or any Charges by the due date and fail to remedy such breach within two Business Days of a written notice from us requesting such late payment; 16.1.2 any agreement between us and one of our suppliers (including any Service Provider or Network Operator) is suspended or terminated or expires without being renewed, or where the supply of Services under such agreement is suspended or terminated or ceases, and/or where such provider is not permitted by law to supply the Services which affects the supply of or the cost of supplying the Services; 16.1.3 you are in breach of any obligation in this Agreement and, in the case of any breach capable of remedy, fails to remedy the breach within five Business Days of service of written request by us to do so; 16.1.4 you repeatedly breach any term of this Agreement in such a manner as to reasonably justify the opinion that your conduct is inconsistent with your having the intention or ability to give effect to this Agreement and use the Services in good faith, and/or the effect of such persistent breaches is to amount to a material breach; 16.1.5 we become aware or reasonably suspect that Fraud, Artificial Inflation of Traffic or any other improper use of the Services has taken or is taking place; 16.1.6 we have reasonable grounds to consider that you are or have been involved or connected with the commission of any criminal offence or other civil wrongdoing involving dishonest conduct (whether or not proceedings for the same are brought or, if brought, result in a conviction) or have otherwise behaved in a manner that in our opinion does or could adversely affect our goodwill, brand or reputation or that of any of our Group Companies; 16.1.7 we cease to be authorised to provide the Services or are otherwise prohibited from providing the Services by any competent authority or by some other regulation or law from supplying the Services, or otherwise are no longer able to provide the Services as a result of factors beyond our reasonable control; 16.1.8 we have reasonable grounds to consider that you are or will imminently become subject to an Insolvency Event; 16.1.9 your direct debit is cancelled; 16.1.10 you fail to provide a deposit within ten Business Days of a request to do so made pursuant to clause 6.3; and/or 16.1.11 we have suspended one or more Services pursuant to clause 12 (other than 12.1.3) and such suspension has continued for at least five days.

Appears in 4 contracts

Samples: Managed Services Agreement, Managed Services Agreement, Managed Services Agreement

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Without prejudice to. any other rights or remedies that we may have, we may terminate this Agreement with immediate effect (and, unless we determine that it is unlawful, inappropriate or impracticable, on giving written notice to you) if: 16.1.1 you fail to pay all or any Charges by the due date and fail to remedy such breach within two Business Days of a written notice from us requesting such late payment; 16.1.2 any agreement between us and one of our suppliers (including any Service Provider or Network Operator) is suspended or terminated or expires without being renewed, or where the supply of Services under such agreement is suspended or terminated or ceases, and/or where such provider is not permitted by law to supply the Services which affects the supply of or the cost of supplying the Services; 16.1.3 you are in breach of any obligation in this Agreement and, in the case of any breach capable of remedy, fails to remedy the breach within five Business Days of service of written request by us to do so; 16.1.4 you repeatedly breach any term of this Agreement in such a manner as to reasonably justify the opinion that your conduct is inconsistent with your having the intention or ability to give effect to this Agreement and use the Services in good faith, and/or the effect of such persistent breaches is to amount to a material breach; 16.1.5 we become aware or reasonably suspect that Fraud, Artificial Inflation of Traffic or any other improper use of the Services has taken or is taking place; 16.1.6 we have reasonable grounds to consider that you are or have been involved or connected with the commission of any criminal offence or other civil wrongdoing involving dishonest conduct (whether or not proceedings for the same are brought or, if brought, result in a conviction) or have otherwise behaved in a manner that in our opinion does or could adversely affect our goodwill, brand or reputation or that of any of our Group Companies; 16.1.7 we cease to be authorised to provide the Services or are otherwise prohibited from providing the Services by any competent authority or by some other regulation or law from supplying the Services, or otherwise are no longer able to provide the Services as a result of factors beyond our reasonable control; 16.1.8 we have reasonable grounds to consider that you are or will imminently become subject to an Insolvency EventInsolvent; 16.1.9 your direct debit is cancelled; 16.1.10 you fail to provide a deposit within ten Business Days of a request to do so made pursuant to clause 6.3; and/or 16.1.11 we have suspended one or more Services pursuant to clause 12 (other than 12.1.3) and such suspension has continued for at least five days.

Appears in 4 contracts

Samples: Managed Services Agreement, Managed Services Agreement, Managed Services Agreement

Without prejudice to. any other rights or remedies that we may have, we may terminate this Agreement with immediate effect (and, unless we determine that it is unlawful, inappropriate or impracticable, on giving written notice to you) if: 16.1.1 you fail to pay all or any Charges by the due date and fail to remedy such breach within two Business Days of a written notice from us requesting such late payment; 16.1.2 any agreement between us and one of our suppliers (including any Service Provider or Network Operator) is suspended or terminated or expires without being renewed, or where the supply of Services under such agreement is suspended or terminated or ceases, and/or where such provider is not permitted by law to supply the Services which affects the supply of or the cost of supplying the Services; 16.1.3 you are in breach of any obligation in this Agreement and, in the case of any breach capable of remedy, fails to remedy the breach within five Business Days of service of written request by us to do so; 16.1.4 you repeatedly breach any term of this Agreement in such a manner as to reasonably justify the opinion that your conduct is inconsistent with your having the intention or ability to give effect to this Agreement and use the Services in good faith, and/or the effect of such persistent breaches is to amount to a material breach; 16.1.5 we become aware or reasonably suspect that Fraud, Artificial Inflation of Traffic or any other improper use of the Services has taken or is taking place; 16.1.6 we have reasonable grounds to consider that you are or have been involved or connected with the commission of any criminal offence or other civil wrongdoing involving dishonest conduct (whether or not proceedings for the same are brought or, if brought, result in a conviction) or have otherwise behaved in a manner that in our opinion does or could adversely affect our goodwill, brand or reputation or that of any of our Group Companiesreputation; 16.1.7 we cease to be authorised to provide the Services or are otherwise prohibited from providing the Services by any competent authority or by some other regulation or law from supplying the Services, or otherwise are no longer able to provide the Services as a result of factors beyond our reasonable control; 16.1.8 we have reasonable grounds to consider that you are or will imminently become subject to an Insolvency EventInsolvent; 16.1.9 your direct debit is cancelled; 16.1.10 you fail to provide a deposit within ten Business Days of a request to do so made pursuant to clause 6.3; and/or 16.1.11 we have suspended one or more Services pursuant to clause 12 (other than 12.1.3) and such suspension has continued for at least five days.

Appears in 1 contract

Samples: Managed Services Agreement

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Without prejudice to. any other rights or remedies that we may have, we may terminate this Agreement with immediate effect (and, unless we determine that it is unlawful, inappropriate or impracticable, on giving written notice to you) if: 16.1.1 you fail to pay all or any Charges by the due date and fail to remedy such breach within two five Business Days of a written notice from us requesting such late payment; 16.1.2 any agreement between us and one of our suppliers (including any Service Provider or Network Operator) is suspended or terminated or expires without being renewed, or where the supply of Services under such agreement is suspended or terminated or ceases, and/or where such provider is not permitted by law to supply the Services which affects the supply of or the cost of supplying the Services; 16.1.3 you are in breach of any obligation in this Agreement and, in the case of any breach capable of remedy, fails to remedy the breach within five Business Days of service of written request by us to do so; 16.1.4 you repeatedly breach any term of this Agreement in such a manner as to reasonably justify the opinion that your conduct is inconsistent with your having the intention or ability to give effect to this Agreement and use the Services in good faith, and/or the effect of such persistent breaches is to amount to a material breach; 16.1.5 we become aware or reasonably suspect that Fraud, Artificial Inflation of Traffic or any other improper use of the Services has taken or is taking place; 16.1.6 we have reasonable grounds to consider that you are or have been involved or connected with the commission of any criminal offence or other civil wrongdoing involving dishonest conduct (whether or not proceedings for the same are brought or, if brought, result in a conviction) or have otherwise behaved in a manner that in our opinion does or could adversely affect our goodwill, brand or reputation or that of any of our Group Companies;in 16.1.7 we cease to be authorised to provide the Services or are otherwise prohibited from providing the Services by any competent authority or by some other regulation or law from supplying the Services, or otherwise are no longer able to provide the Services as a result of factors beyond our reasonable control; 16.1.8 we have reasonable grounds to consider that you are or will imminently become subject to an Insolvency EventInsolvent; 16.1.9 your direct debit is cancelled; 16.1.10 you fail to provide a deposit within ten Business Days of a request to do so made pursuant to clause 6.3; and/or 16.1.11 we have suspended one or more Services pursuant to clause 12 (other than 12.1.3) and such suspension has continued for at least five days.

Appears in 1 contract

Samples: Managed Services Agreement

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