BREACH AND TERMINATION Clause Samples

BREACH AND TERMINATION. 16.1 the Licensor shall have the right to terminate this Agreement with immediate effect and without prejudice to any other rights and remedies which it may have, upon the occurrence of any one or more of the following events (hereinafter called "Default") : - 16.1.1 if the Licensee defaults in the performance of any of its obligations provided for in this Agreement (apart from the Default referred to in clause 16.1.2; 16.1.2 if the Licensee fails to make any payment to the Licensor on the due date therefore or within 7 (seven) days thereafter; 16.1.3 the Licensee fails to meet any minimum annual sales targets; 16.1.4 if the Licensee convenes any meeting to consider a resolution for its voluntary winding-up; 16.1.5 if the Licensee commits any act which is an act of insolvency as defined in the Insolvency Act No 24 of 1936; 16.1.6 if the Licensee is placed into liquidation or placed under judicial management, whether provisionally or finally; 16.1.7 if the Licensee has a judgement granted against it and allows such judgement to remain unsatisfied for a period of 7 (seven) days; 16.1.8 if the Licensee commits any act or omits to do anything which, in the sole and absolute discretion of the Licensor, prejudices or may prejudice any of the rights of the Licensor under this Agreement, its ownership in the Products; or 16.2 in the event of the Default contemplated in clause 16.1, the Licensor shall in addition and without prejudice to any other remedies which it may have in terms of this Agreement be entitled : - 16.2.1 forthwith and without notice to claim payment of all amounts owing by the Licensee to the Licensor; and/or 16.2.2 to cancel this Agreement and any order for Products and to immediately obtain possession of all the Products delivered but unpaid and to recover from the Licensee all damages that the Licensor may suffer as a result of such cancellation. 16.3 in the event of a breach of the Licensee's obligations occurring as envisaged in clauses 16.1 or 16.2 above, the Licensee shall be obliged immediately to place the Licensor in possession of all Products that have been sold by the Licensor to the Licensee in terms of this Agreement. If the Licensor in its sole and absolute discretion does not require the Licensee to place it in possession of the Products, the Licensor shall be entitled to within 14 (fourteen) days obtain delivery, at the Licensee’s cost, of the Products to an address notified by the Licensor and/or to place a representative of the...

BREACH AND TERMINATION. If any party shall commit any breach of its obligations under this agreement and shall not remedy the breach within 10 working days of written notice from the other party to do so, then the other party may notify the party in breach that it wishes to terminate this agreement forthwith and the agreement shall be terminated immediately upon the giving of written notice to this effect to the party in breach provided always that the breach is within the control of the party that is in breach and capable of being remedied.

BREACH AND TERMINATION. 22.1 Termination in accordance with clause 6 [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect. 22.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done. 22.3 To the extent that any of the Deliverables and property referred to in clause 22.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held. 22.4 In the event that this Agreement is terminated by the Service Provider under clause 6 [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under this clause 26 [Breach and Consequences of Termination], Transnet will pay to the Service Provider all outstanding Fees [apportioned on a pro rata basis] relating to the work undertaken by the Service Provider up until the date of such termination. Transnet will also pay the costs of any goods and materials ordered by the Service Provider in relation to the such work for which the Service Provider has paid or is legally obliged to pay, in which case, on delivery of such goods or materials, the Service Provider will promptly deliver such goods and materials to Transnet or as it may direct. 22.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 22.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is...

BREACH AND TERMINATION. 1. The failure of the Grantee or the Sponsoring Institution to adhere to any of the terms and conditions of the Agreement may constitute sufficient grounds for LLS, at its discretion, to withhold any or all funds due pursuant to this Agreement until such time as the default is corrected, or to terminate the Grant. 2. As described in Section L, Reporting Requirements, LLS reserves the right in its sole discretion to terminate any Grant based on its review of Progress, Patent/Invention Disclosure, and/or Financial Reports. 3. Any of LLS, the Grantee or the Sponsoring Institution may terminate this Agreement upon giving ninety (90) days’ written notice to the other Parties. In such case, any unexpended balance of the Grant funds must be returned to LLS within thirty (30) days of the termination of the Grantee’s employment or the expiration of the notice period, whichever is sooner.

BREACH AND TERMINATION. 20.1 Should any Party (“the defaulting party”) commit a breach of any provision of this Agreement and fail to remedy such breach within fourteen (14) days of receiving a written notice from the other Party (“the aggrieved party”) requiring the defaulting Party to do so, the aggrieved Party shall be entitled in addition to its other remedies in law or in terms of this Agreement to cancel this Agreement forthwith by notice in writing to the defaulting party and to claim any damages it may have suffered as a result of the breach. 20.2 Notwithstanding anything contained herein, the cancellation of this Agreement shall not affect any of the Parties’ rights that had accrued at the date of termination. 20.3 This Agreement may be terminated by either Party giving the other Party no less than one (1) calendar month written notice of such Party’s intention to terminate this Agreement. 20.4 The PDRF acknowledges and agrees thereto that, where the PDRF invokes Clause 20.3 above and the agreement is subsequently terminated accordingly, that UJ shall cancel all future monthly instalments. The PDRF furthermore undertakes to repay all such amounts, which the PDRF may have been advanced to the PDRF or incorrectly paid to the PDRF, in one single payment.

BREACH AND TERMINATION. 21.1 Either Party shall be entitled to give notice to terminate this Agreement with immediate effect, such termination to be effective upon deemed receipt of such notice, if the other Party: 21.1.1 fails to pay any amount due by it in terms of this Agreement, by the due date, and fails to remedy such breach within 21 days of receiving written notice to do so; or 21.1.2 commits a breach of any provision of this Agreement and fails to remedy such breach within 21 days of receiving written notice to do so; or 21.1.3 takes steps to place itself, or is placed in liquidation or under administration, whether voluntary or compulsory and whether provisionally or finally; 21.1.4 in the case of the Customer, commits a breach by failing to satisfy any obligations for which it is liable in the ordinary course of its operation as a statutory body; 21.1.5 engages in a fraudulent practice in connection with this Agreement or otherwise; 21.1.6 a Party fails to satisfy a judgment against it within 21 days after that Party becomes aware of the judgment, except if that Party provides evidence on an ongoing basis to the reasonable satisfaction of the other Party that steps have been initiated within the 21 (twenty-one) days to appeal or rescind the judgment and to procure suspension of execution of the judgment and that such steps are being expeditiously pursued. The period of 21 days shall run from the date succeeding the date on which judgment becomes final, or the date on which the attempts to procure the suspension of the execution fail; 21.2 The termination of this Agreement will not prejudice the rights of a Party to claim damages or to obtain any other relief in respect of any breach of the terms and conditions of this Agreement. 21.3 Termination of this Agreement will not relieve a Party of obligations imposed upon such Party by statute or regulation or by this Agreement prior to its termination. 21.4 On termination of this Agreement for any reason whatsoever, each Party must promptly return to the other and permanently delete from all computer and/or electronic media all Confidential Information and/or Intellectual Property (including all copies thereof) belonging to the other Party and will provide to the other Party a certificate signed by a director of that Party confirming that that Party has not retained any Confidential Information and/or Intellectual Property belonging to the other Party. Where electronic back-ups containing Confidential Information exist, if a...

BREACH AND TERMINATION. (a) Without affecting any other rights or remedies that Afrox may have, Afrox may cancel any order the Customer has placed and/or terminate this Agreement immediately at any time by written notice to the Customer if the Customer: (1) has any corporate action, application, order, proceeding or appointment or other step taken or made by or in respect of it for any composition or arrangement with creditors generally, winding-up other than for the purpose of a bona fide scheme of solvent reconstruction or amalgamation, dissolution, administration, receivership (administrative or otherwise) or bankruptcy, or if it is unable to pay its debts as they fall due, or if it ceases to trade or if a distress, execution or other legal process is levied against any of its assets which is not discharged or paid out in full within three working days or if any event analogous to any of the foregoing shall occur in any jurisdiction in which the Customer is incorporated, resident or carries on business; or (2) fails to make any payment due to Afrox; or (3) there is a material change in the ownership of the shares in the Customer, or any parent company. (b) Without prejudice to either party’s other rights and remedies either party may terminate this Agreement by written notice at any time if the other party is in material breach of any of its terms and (in the case of a remediable breach) the breach is not remedied within 28 (twenty- eight) days of receipt of a notice specifying the breach and requiring it to be remedied. (c) Without prejudice to its other rights or remedies (including its rights of termination) Afrox may elect to suspend performance of all or any of its obligations under this Agreement by written notice to the Customer upon the occurrence of any of the events specified in Clauses 10 (a)(1), (a)(2) or (b). In the case of a remediable breach referred to in Clause 10(b) Afrox may elect to suspend performance upon the occurrence of the breach and shall not be required to wait until the 28 (twenty-eight) day period referred to in Clause 10(b) has expired. (d) Termination shall be without prejudice to any accrued rights of either party. (e) If this Agreement is terminated and any charges which are payable in instalments are still outstanding, an amount representing the outstanding instalments shall become due and payable by the Customer on termination of this Agreement, this shall include agreed minimum volume undertakings and / or facility fees for any agreed contr...

BREACH AND TERMINATION. 17.1 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 Notwithstanding this clause 17, Transnet may cancel this Agreement: (a) without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 The provisions of clauses 2 [Definitions], 11 [Warranties], 16 [Rights on Cancellation], 20 [Confidentiality], 23 [Limitation of Liability], 24 [Intellectual Property Rights], 27 [Dispute Resolution] and 31.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 8.1 This Agreement may be terminated by either Party for any material breach of the Agreement by the other Party. Such termination will be effective sixty (60) days after written notice specifying the breach to the other Party. If the specified breach is cured before the effective date of termination, the Agreement will not be terminated. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF 8.2 In the event Licensee either (a) fails to make payment to Licensors of Running Royalties or other consideration in accordance with this Agreement or (b) fails to satisfy the requirements of the Commercialization Plan in Exhibit C, Licensors may, at its sole discretion, subject to Paragraph 8.1, terminate this Agreement with respect to specified Licensed Patents. There will be no reduction in any of the payments due from Licensee, including but not limited to Running Royalties and Minimum Annual Royalties. 8.3 In addition to termination, in the event of a material breach by Licensee or Licensors, Licensors or Licensee, as the case may be, may pursue any rights and remedies available to it by law. 8.4 This Agreement will not be terminated for any breach that is the result of an act of God, acts or omissions of any government or agency thereof, compliance with rules, regulations, or orders of any governmental authority or any office, department, agency, or instrumentality thereof, fire, storm, flood, earthquake, accident, acts of the public enemy or terrorism, war, rebellion, insurrection, riot, sabotage, invasion, quarantine, restriction, transportation embargoes, or failures or delays in transportation. 8.5 The rights and remedies granted herein, and any other rights or remedies which the Parties may have, either at law or in equity, are cumulative and not exclusive of others. 8.6 Neither Party will be relieved of any obligation or liability under this Agreement arising from any act or omission committed prior to the termination date. Upon termination, Licensee will execute any documents necessary to achieve the transfer to Licensors of all rights to which Licensors may be entitled under this Agreement. 8.7 This Agreement will terminate automatically upon a final adjudication of invalidity, unenforceability, or the extinguishment of all Licensed Patents, for any reason. 8.8 Annual minimum, sublicensing royalties, and running royalty rates will all double if Licensee or Bioamber or any Sublicensee contests the validity or enforceability of any ...