Common use of BREACH AND TERMINATION Clause in Contracts

BREACH AND TERMINATION. If the Provider does not carry out the Services in accordance with this Agreement the Trust may require the Provider to remedy the default within such time as the Trust may reasonably specify by providing or providing again (as the case may be) without further charge to the Trust such part of the Services as required in accordance with this Agreement; and/or itself provide or procure the provision of the Services or any part of the Services until the Trust shall be satisfied that the Provider is again able to carry out the Services in accordance this Agreement. If the cost to the Trust of executing or procuring such Services exceeds the amount which would have been payable to the Provider for carrying out the Services, the excess shall be paid by the Provider to the Trust in addition to any other sums payable by the Provider to the Trust in respect of the breach; and/or without determining the whole of the Agreement, determine the Agreement in respect of part of the Services only and thereafter provide or procure the provision of such part of the Services itself. The remedies of the Trust under this Clause may be exercised concurrently in respect of any default by the Provider. Either Party may terminate this Agreement by serving written notice on the other Party in the event: of serious or persistent unremedied breach of the other Party’s obligations under this Agreement; and that the other party is declared insolvent, enters into an arrangement or composition with or for the benefit of a creditor, has an administrator, receiver or administrative receiver appointed over all or any part of its assets or ceases or threatens to cease to carry on its business. The Trust may terminate this Agreement in the event that the circumstances described in Clause 14 occur. The Trust may terminate this Agreement by giving when it considers that the Provider has completed all its obligations under this Agreement or by [please insert relevant period] months written notice to the Provider. This Agreement shall terminate automatically in the event that the Parties are no longer legally able to carry out the Services. The Parties may elect to terminate this Agreement in accordance with Clause 12.2, should the circumstances described in Clause 12.2, occur. The provisions of Clauses 6, 7, 8, 10, 11, 19, 20 and 21 shall survive the expiry or early termination of this Agreement, howsoever caused.

BREACH AND TERMINATION. 19.1 If either Party [the Provider does not carry out the Services in accordance with Defaulting Party] commits a material breach of this Agreement the Trust may require the Provider and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the default within such time as other Party [hereinafter the Trust may reasonably specify by providing or providing again (as the case may be) without further charge to the Trust such part of the Services as required in accordance with this Agreement; and/or itself provide or procure the provision of the Services or any part of the Services until the Trust Aggrieved Party], shall be satisfied that the Provider is again able to carry out the Services in accordance this Agreement. If the cost to the Trust of executing or procuring such Services exceeds the amount which would have been payable to the Provider for carrying out the Servicesentitled, the excess shall be paid by the Provider to the Trust in addition to any other sums payable by the Provider to the Trust rights and remedies that it may have in respect terms of the breach; and/or without determining the whole of the this Agreement, determine to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Agreement in respect of part of Aggrieved Party may have for damages against the Services only and thereafter provide or procure the provision of such part of the Services itself. The remedies of the Trust under this Clause may be exercised concurrently in respect of any default by the Provider. Defaulting Party. 19.2 Either Party may terminate this Agreement forthwith by serving written notice on 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 the event: of serious or persistent unremedied breach terms of the other Party’s obligations under this Agreement; and that the other party Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is declared insolvent, enters into an made with regard to it for: a) a voluntary arrangement or composition with or for reconstruction of its debts; b) its winding-up or dissolution; c) the benefit appointment of a creditorliquidator, has an administratortrustee, receiver, administrative receiver or administrative receiver appointed over all similar officer; d) any similar action, application or proceeding in any part of its assets or ceases or threatens jurisdiction to cease to carry on its business. The Trust which it is subject. 19.3 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 event that Supplier. For the circumstances described in Clause 14 occur. The Trust 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. 19.4 Notwithstanding this clause 19, Transnet may terminate cancel this Agreement Agreement: (a) without cause by giving when it considers that the Provider has completed all its obligations under this Agreement or by 30 [please insert relevant periodthirty] months calendar days prior written notice thereof to the Provider. This Agreement shall terminate automatically Supplier, or (b) by notice in writing to the event that Supplier, where the Parties are no longer legally able Supplier fails to carry out provide Transnet with a valid Tax Clearance Certificate issued by the Services. The Parties may elect to terminate South African Revenue Service at any time during the currency of this Agreement in accordance with Clause 12.2, should the circumstances described in Clause 12.2, occur. Agreement. 19.5 The provisions of Clauses 6clauses 2 [Definitions], 713 [Warranties], 818 [Rights on Cancellation], 1022 [Confidentiality], 1125 [Limitation of Liability], 1926 [Intellectual Property Rights], 20 29 [Dispute Resolution] and 21 33.1 [Governing Law] shall survive the termination or expiry or early termination of this Agreement, howsoever caused.

BREACH AND TERMINATION. If the Provider does not carry out the Services in accordance with this Agreement the Trust may require the Provider to remedy the default within such time as the Trust may reasonably specify by providing or providing again (as the case may be) without further charge to the Trust such part of the Services as required in accordance with this Agreement; and/or itself provide or procure the provision of the Services or any part of the Services until the Trust shall be satisfied that the Provider is again able to carry out the Services in accordance this Agreement. If the cost to the Trust of executing or procuring such Services exceeds the amount which would have been payable to the Provider for carrying out the Services, the excess shall be paid by the Provider to the Trust in addition to any other sums payable by the Provider to the Trust in respect of the breach; and/or without determining the whole of the Agreement, determine the Agreement in respect of part of the Services only and thereafter provide or procure the provision of such part of the Services itself. The remedies of the Trust under this Clause may be exercised concurrently in respect of any default by the Provider. Either Party may terminate this Agreement by serving written notice on the other Party in the event: of serious or persistent unremedied breach of the other Party’s obligations under this Agreement; and that the other party is declared insolvent, enters into an arrangement or composition with or for the benefit of a creditor, has an administrator, receiver or administrative receiver appointed over all or any part of its it assets or ceases or threatens to cease to carry on its business. The Trust may terminate this Agreement in the event that the circumstances described in Clause 14 occur. The Trust may terminate this Agreement by giving when it considers that the Provider has completed all its obligations under this Agreement or by [please insert relevant period] months written notice to the Provider. This Agreement shall terminate automatically in the event that the Parties are no longer legally able to carry out the Services. The Parties may elect to terminate this Agreement in accordance with Clause 12.2, should the circumstances described in Clause 12.2, occur. The provisions of Clauses 6, 7, 8, 10, 11, 19, 20 and 21 shall survive the expiry or early termination of this Agreement, howsoever caused.

BREACH AND TERMINATION. 18.1 If either Party [the Provider does not carry out the Services in accordance with Defaulting Party] commits a material breach of this Agreement the Trust may require the Provider and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the default within such time as other Party [hereinafter the Trust may reasonably specify by providing or providing again (as the case may be) without further charge to the Trust such part of the Services as required in accordance with this Agreement; and/or itself provide or procure the provision of the Services or any part of the Services until the Trust Aggrieved Party], shall be satisfied that the Provider is again able to carry out the Services in accordance this Agreement. If the cost to the Trust of executing or procuring such Services exceeds the amount which would have been payable to the Provider for carrying out the Servicesentitled, the excess shall be paid by the Provider to the Trust in addition to any other sums payable by the Provider to the Trust rights and remedies that it may have in respect terms of the breach; and/or without determining the whole of the this Agreement, determine to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Agreement in respect of part of Aggrieved Party may have for damages against the Services only and thereafter provide or procure the provision of such part of the Services itself. The remedies of the Trust under this Clause may be exercised concurrently in respect of any default by the Provider. Defaulting Party. 18.2 Either Party may terminate this Agreement forthwith by serving written notice on 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 the event: of serious or persistent unremedied breach terms of the other Party’s obligations under this Agreement; and that the other party Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is declared insolvent, enters into an made with regard to it for: a) a voluntary arrangement or composition with or for reconstruction of its debts; b) its winding-up or dissolution; c) the benefit appointment of a creditorliquidator, has an administratortrustee, receiver, administrative receiver or administrative receiver appointed over all similar officer; d) any similar action, application or proceeding in any part of its assets or ceases or threatens jurisdiction to cease to carry on its business. The Trust which it is subject. 18.3 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 event that Supplier. For the circumstances described in Clause 14 occur. The Trust 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. 18.4 Notwithstanding this clause 18, Transnet may terminate cancel this Agreement Agreement: (a) without cause by giving when it considers that the Provider has completed all its obligations under this Agreement or by 30 [please insert relevant periodthirty] months calendar days prior written notice thereof to the Provider. This Agreement shall terminate automatically Supplier, or (b) by notice in writing to the event that Supplier, where the Parties are no longer legally able Supplier fails to carry out provide Transnet with a valid Tax Clearance Certificate issued by the Services. The Parties may elect to terminate South African Revenue Service at any time during the currency of this Agreement in accordance with Clause 12.2, should the circumstances described in Clause 12.2, occur. Agreement. 18.5 The provisions of Clauses 6clauses 2 [Definitions], 712 [Warranties], 817 [Rights on Cancellation], 1021 [Confidentiality], 1124 [Limitation of Liability], 1925 [Intellectual Property Rights], 20 28 [Dispute Resolution] and 21 32.1 [Governing Law] shall survive the termination or expiry or early termination of this Agreement, howsoever caused.

BREACH AND TERMINATION. If the Provider does not carry out the Services in accordance with either Party commits a breach of this Agreement the Trust may require the Provider and fails to remedy such breach within 14 (fourteen) days, of notice thereof from the default within such time as other, the Trust may reasonably specify by providing or providing again (as the case may be) without further charge to the Trust such part of the Services as required in accordance with this Agreement; and/or itself provide or procure the provision of the Services or any part of the Services until the Trust notifying Party shall be satisfied that the Provider is again able to carry out the Services in accordance this Agreement. If the cost to the Trust of executing or procuring such Services exceeds the amount which would have been payable to the Provider for carrying out the Servicesentitled, the excess shall be paid by the Provider to the Trust in addition to any other sums payable by the Provider to the Trust rights and remedies that it may have in respect terms of the breach; and/or without determining the whole of the AgreementAgreement or otherwise, determine the Agreement in respect of part of the Services only and thereafter provide or procure the provision of such part of the Services itself. The remedies of the Trust under this Clause may be exercised concurrently in respect of any default by the Provider. Either Party may to terminate this Agreement by serving written notice on the other Party in the event: of serious or persistent unremedied breach of the other Party’s obligations under this Agreement; and that the other party is declared insolvent, enters into an arrangement or composition with or for the benefit of a creditor, has an administrator, receiver or administrative receiver appointed over all or any part of its assets or ceases or threatens to cease to carry on its business. The Trust may terminate this Agreement in the event that the circumstances described in Clause 14 occur. The Trust may terminate this Agreement by giving when it considers that the Provider has completed all its obligations under this Agreement or by [please insert relevant period] months upon written notice to the Providerother, without prejudice to any claims which such Party may have for damages against the other. This Agreement If a Causal Event occurs, SANBS shall terminate automatically in the event that the Parties are no longer legally able to carry out the Services. The Parties may elect be entitled, but not obliged, to terminate this Agreement on written notice to the Service Provider, in which event such termination shall be without any liability to SANBS and without prejudice to any claims which SANBS may have for damages against the Service Provider. Should any Dispute, disagreement or claim (“the dispute”) arise between the parties concerning this Agreement, the parties shall endeavour to resolve the Dispute by negotiation at a mutual consultation. This entails one of the parties inviting the other in writing to meet in an attempt to resolve the Dispute within fifteen (15) business days from date of the written invitation. If the Dispute has not been resolved by such negotiation within twenty-one (21) business days of the commencement thereof, by agreement between the parties, then the parties shall ‑ submit the Dispute to mediation to be administered by the Arbitration Foundation of South Africa (“AFSA”) upon such terms as agreed between the parties and the secretariat of AFSA. Each party will pay its own costs for mediation; and Failing agreement as aforesaid in clause and within twenty-one (21) business days of the Dispute being submitted to mediation, the parties shall refer the Dispute to arbitration as provided for below. The decision of the mediator shall become final and binding within twenty-one (21) business days of Delivery thereof to the parties, unless one or any of the parties disputes the mediator’s decision by written notice to the other party within the aforesaid twenty-one (21) business day period, in which event the Dispute shall be referred to arbitration in accordance with Clause 12.2the provisions of the clause below. Failing agreement as referred to in the clauses above or in the event of either of the parties furnishing its notice of Dispute of the mediator’s decision as envisaged in terms of the clause above, should the circumstances described Dispute shall be submitted to arbitration for final resolution in Clause 12.2, occuraccordance with the rules of AFSA by an arbitrator or arbitrators appointed by AFSA. The provisions arbitrator will be an independent person agreed upon by the Parties and, failing such agreement within 10 (ten) business days after the date on which the arbitration is requested by a party, will be appointed by the chairman and failing him, any competent officer of Clauses 6, 7, 8, 10, 11, 19, 20 and 21 shall survive the Arbitrator’s Foundation of Southern Africa (AFSA) who may be requested on notice by any party to make the appointment at any time after the expiry of that 10 (ten) day period. Following the appointment of the arbitrator, the parties shall meet with the said arbitrator and shall reach agreement as to the procedure to be followed during the arbitration proceedings. The arbitration will be held in Johannesburg in accordance with the formalities and procedure settled by the arbitrator. In the absence of an agreement between the parties or early termination a ruling by the arbitrator, a party wishing to use any document, photograph, audio or video tape recording, or any other exhibit of a like nature (referred to in this clause as “the exhibits”) must furnish particulars thereof to the arbitrator and the other parties to the arbitration no later than 10 (ten) days prior to the hearing fixed for the arbitration. The notice giving particulars must include an address at which the exhibits may be inspected and the party giving notice must, if requested to do so by the other party, provide a copy of any of the exhibits. The cost of making such copy will be costs in the arbitration. The arbitrator will be entitled to make such award, including an award for specific performance, an interdict, damages or a penalty or otherwise as he in his sole discretion may deem fit and appropriate and to deal as he deems fit with the question of costs, including, if applicable, costs on the attorney and client scale, or own client scale, and his own fees. Any Party may appeal the decision of the arbitrator or arbitrators in terms of the AFSA rules for commercial arbitration. Nothing herein contained shall be deemed to prevent or prohibit a Party from applying to the appropriate court for urgent relief. Any arbitration in terms of this clause (including any appeal proceedings) shall be conducted on camera and the Parties shall treat as confidential the details of the dispute submitted to arbitration, the conduct of the arbitration proceedings and the outcome of the arbitration. Each Party to this Agreement – expressly consents to any arbitration in terms of this clause being conducted as a matter of urgency; and irrevocably authorises the other Party to apply, on behalf of both Parties, in writing, to the secretariat of AFSA in terms of article 23(1) of the AFSA rules for any such arbitration to be conducted on an urgent basis. This clause is severable from the rest of this Agreement and will continue to be binding on the Parties notwithstanding any termination or cancellation of the Agreement. The Parties agree that the written demand by a Party in terms of this clause that the dispute or difference be submitted to arbitration, howsoever causedis to be deemed to be a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act, 1969. If the dispute is of a purely technical nature or financial nature or which, by its nature, would in the opinion of both Parties be best dealt with by an expert it shall be referred to expert determination in terms of clause if the Parties are unable to agree on whether a dispute is of a purely technical nature or financial nature or otherwise a matter that would be best dealt with by an expert or if the Parties are unable to agree on a suitable Expert to be appointed, the dispute shall be referred to arbitration as per this clause .

BREACH AND TERMINATION. If 11.1. Failure of a Party to comply with the Provider does not carry out the Services in accordance with provisions of this Agreement the Trust may require the Provider to remedy the default within such time as the Trust may reasonably specify by providing or providing again (as the case may be) without further charge to the Trust such part shall constitute a breach of the Services Agreement by the non-complying Party. Except as required in accordance with otherwise permitted under this Agreement; and/or itself provide or procure the provision of the Services or any part of the Services until the Trust shall be satisfied that the Provider is again able to carry out the Services in accordance this Agreement. If the cost to the Trust of executing or procuring such Services exceeds the amount which would have been payable to the Provider for carrying out the Services, the excess non-breaching Party shall be paid by the Provider provide Notice of that breach to the Trust in addition to any other sums payable by the Provider to the Trust in respect of the breach; and/or without determining the whole of the Agreement, determine the Agreement in respect of part of the Services only and thereafter provide or procure the provision of such part of the Services itself. The remedies of the Trust under this Clause may be exercised concurrently in respect of any default by the Provider. Either Party may terminate this Agreement by serving written notice on the other Party in the event: manner set forth in Section 16. The Notice shall specify the alleged breach and the period within which the breach must be cured which, except as provided in Section 11.2, shall be at least ten (10) business days. The Party receiving such Notice shall respond thereto in writing within three (3) business days. If the breach is not cured or the dispute resolved within the period specified in the Notice, the Party claiming breach, by further written Notice, at its election, may affirm this Agreement and initiate appropriate legal actions to require the other Party to remedy that breach or may immediately terminate this Agreement. In either instance, the Party claiming the breach may by appropriate legal proceedings seek and secure recovery of serious or persistent unremedied any damages resulting from that breach. 11.2. The provisions of Section 11.1 to the contrary notwithstanding, if the breach is of the other PartyCustomer’s obligations obligation to make a payment to Avfuel when due, then Avfuel may declare all amounts owed to it under this Agreement; Agreement immediately due and that the payable, and Avfuel, in addition to all other party is declared insolventrights hereunder, enters into an arrangement may suspend its performance or composition with or for the benefit of a creditor, has an administrator, receiver or administrative receiver appointed over all or any part of its assets or ceases or threatens to cease to carry on its business. The Trust may terminate this Agreement in forthwith and without giving Customer Notice or the event opportunity to cure. Avfuel shall also have the right to offset any amount that Avfuel then or thereafter owes to Customer, to any guarantor of the circumstances described in Clause 14 occur. The Trust may terminate this Agreement by giving when it considers that the Provider has completed all its Customer’s obligations under this Agreement or to any affiliate entity that owns, is owned by [please insert relevant period] months written notice or is under common ownership with the Customer against any amounts owed by Customer to Avfuel. Customer warrants that it is authorized to make this commitment with respect to amounts owed by Avfuel to such guarantors and affiliate entities. In addition, Avfuel or its agents or employees may, without further Notice and without legal process enter onto any facility of Customer for the purpose of repossessing any item of Equipment or any personal property of any description owned by Avfuel, and Customer shall use its best efforts to assist Avfuel in such repossession. Exercise of the foregoing remedies shall not constitute a waiver of any amount due by Customer hereunder or of any damages accruing by reason of the breach of any of the terms or conditions of this Agreement. Fuels on board repossessed Equipment will become the property of Avfuel, and credited against any amount owed Avfuel by Customer at that day's market price. 11.3. The Party claiming a breach may waive that breach by giving Notice to the Providerother Party in the manner set forth in Section 16 below. This Agreement The waiver of any breach shall terminate automatically not constitute a waiver of any subsequent breach of the same or any other term or condition. Any failure of either Party to enforce rights or seek remedies arising out of any breach by the other Party shall not prejudice or affect the rights and remedies of that Party in the event of any subsequent breach by the other Party. 11.4. Except as set forth in Section 11.2, any dispute that arises under this Agreement, pursuant to Section 11.1 or otherwise, shall be submitted to a senior officer or other person having the Parties are authority to negotiate the resolution of such disputes for each Party. Those persons shall attempt, in good faith, to resolve the dispute, and no longer legally able to carry out action in law or equity shall lie until the Servicesprocess set forth herein shall have run its course. If the dispute involves the payment of money, all undisputed amounts shall be paid when due regardless of whether the undisputed amount is only part of an invoice. 11.5. The Parties may elect exercise of a Party’s right to terminate the Agreement or to exercise any other remedy shall not be deemed an election of remedies and shall be without prejudice to the non-breaching Party’s rights to exercise any other remedy afforded to it by this Agreement in accordance with Clause 12.2, should or by law or equity. In any action related to the circumstances described in Clause 12.2, occur. The provisions of Clauses 6, 7, 8, 10, 11, 19, 20 and 21 shall survive the expiry enforcement or early termination breach of this Agreement, howsoever causedthe prevailing Party shall have the right to recover its reasonable attorney’s fees and costs actually incurred.

BREACH AND TERMINATION. If 12.1. Failure of a Party to comply with the Provider does not carry out the Services in accordance with provisions of this Agreement the Trust may require the Provider to remedy the default within such time as the Trust may reasonably specify by providing or providing again (as the case may be) without further charge to the Trust such part shall constitute a breach of the Services Agreement by the non-complying Party. Except as required in accordance with otherwise permitted under this Agreement; and/or itself provide or procure the provision of the Services or any part of the Services until the Trust shall be satisfied that the Provider is again able to carry out the Services in accordance this Agreement. If the cost to the Trust of executing or procuring such Services exceeds the amount which would have been payable to the Provider for carrying out the Services, the excess non-breaching Party shall be paid by the Provider provide Notice of that breach to the Trust in addition to any other sums payable by the Provider to the Trust in respect of the breach; and/or without determining the whole of the Agreement, determine the Agreement in respect of part of the Services only and thereafter provide or procure the provision of such part of the Services itself. The remedies of the Trust under this Clause may be exercised concurrently in respect of any default by the Provider. Either Party may terminate this Agreement by serving written notice on the other Party in the event: manner set forth in Section 15. The Notice shall specify the alleged breach and the period within which the breach must be cured which, except as provided in Section 12.2, shall be at least ten (10) business days. The Party receiving such Notice shall respond thereto in writing within three (3) business days. If the breach is not cured or the dispute resolved within the period specified in the Notice, the Party claiming breach, by further written Notice, at its election, may affirm this Agreement and initiate appropriate legal actions to require the other Party to remedy that breach or may immediately terminate this Agreement. In either instance, the Party claiming the breach may by appropriate legal proceedings seek and secure recovery of serious or persistent unremedied any damages resulting from that breach. 12.2. The provisions of Section 12.1 to the contrary notwithstanding, if the breach is of the other PartyCustomer’s obligations obligation to make a payment to Avfuel when due, then Avfuel may declare all amounts owed to it under this Agreement; Agreement immediately due and that the payable, and Avfuel, in addition to all other party is declared insolventrights hereunder, enters into an arrangement may suspend its performance or composition with or for the benefit of a creditor, has an administrator, receiver or administrative receiver appointed over all or any part of its assets or ceases or threatens to cease to carry on its business. The Trust may terminate this Agreement in forthwith and without giving Customer Notice or the event opportunity to cure. Avfuel shall also have the right to offset any amount that Avfuel then or thereafter owes to Customer, to any guarantor of the circumstances described in Clause 14 occur. The Trust may terminate this Agreement by giving when it considers that the Provider has completed all its Customer’s obligations under this Agreement or to any affiliate entity that owns, is owned by [please insert relevant period] months written notice or is under common ownership with the Customer against any amounts owed by Customer to Avfuel. Customer warrants that it is authorized to make this commitment with respect to amounts owed by Avfuel to such guarantors and affiliate entities. In addition, Avfuel or its agents or employees may, without further Notice and without legal process enter onto any facility of Customer for the purpose of repossessing any item of equipment or any personal property of any description owned by Avfuel, and Customer shall use its best efforts to assist Avfuel in such repossession. Exercise of the foregoing remedies shall not constitute a waiver of any amount due by Customer hereunder or of any damages accruing by reason of the breach of any of the terms or conditions of this Agreement. Fuels on board repossessed equipment owned by Avfuel will become the property of Avfuel, and credited against any amount owed Avfuel by Customer at that day's market price. 12.3. The Party claiming a breach may waive that breach by giving Notice to the Providerother Party in the manner set forth in Section 15. This Agreement The waiver of any breach shall terminate automatically not constitute a waiver of any subsequent breach of the same or any other term or condition. Any failure of either Party to enforce rights or seek remedies arising out of any breach by the other Party shall not prejudice or affect the rights and remedies of that Party in the event of any subsequent breach by the other Party. 12.4. Except as set forth in Section 12.2, any dispute that arises under this Agreement, pursuant to Section 12.1 or otherwise, shall be submitted to a senior officer or other person having the Parties are authority to negotiate the resolution of such disputes for each Party. Those persons shall attempt, in good faith, to resolve the dispute, and no longer legally able to carry out action in law or equity shall lie until the Servicesprocess set forth herein shall have run its course. If the dispute involves the payment of money, all undisputed amounts shall be paid when due regardless of whether the undisputed amount is only part of an invoice. 12.5. The Parties may elect exercise of a Party’s right to terminate the Agreement or to exercise any other remedy shall not be deemed an election of remedies and shall be without prejudice to the non-breaching Party’s rights to exercise any other remedy afforded to it by this Agreement in accordance with Clause 12.2, should or by law or equity. In any action related to the circumstances described in Clause 12.2, occur. The provisions of Clauses 6, 7, 8, 10, 11, 19, 20 and 21 shall survive the expiry enforcement or early termination breach of this Agreement, howsoever causedthe prevailing Party shall have the right to recover its reasonable attorney’s fees and costs actually incurred.

BREACH AND TERMINATION. If 18.1 The Parties record that – 18.1.1 the Provider does not carry out breach of any one of the Services separate agreements so constituted shall be deemed to be a breach of all agreements effected in terms of this Agreement; 18.1.2 the termination of any individual Service in accordance in accordance with the provisions of this Agreement will not affect the Trust continuation of any other Services provided in terms of this Agreement, save as provided for in terms of clause 4.2; and 18.1.3 each Service may require the Provider only be terminated in whole (and not in part only). 18.2 If a Party – 18.2.1 takes steps to place itself, or is placed, in liquidation, whether voluntarily or compulsorily, or in judicial management, in either case whether provisionally or finally; 18.2.2 takes steps to de-register itself or is de-registered; 18.2.3 commits a material breach of any provision of this Agreement and fails to remedy the breach within 10 (ten) business days after it receives written notice to do so, provided that – 18.2.3.1 if the breach can reasonably be remedied within a shorter period, the Party giving the notice may specify that shorter period in the notice and the Party in default shall remedy the breach within that period; or 18.2.3.2 if the breach cannot reasonably be remedied within such time as 10 (ten) business day period, the Trust may reasonably specify by providing or providing again Party in default shall be entitled to an extension, not exceeding a further 10 (as ten) business days, to remedy the case may be) without further charge breach, on condition that the Party in default provides evidence to the Trust such part reasonable satisfaction of the Services as required in accordance with this Agreement; and/or itself other Party within such 10 (ten) business day period that effective steps to remedy the breach have been initiated and continues to provide or procure such evidence on an ongoing basis that the provision of steps are being expeditiously pursued, the Services or any part of the Services until the Trust Party shall be satisfied that the Provider in default. 18.3 If a Party is again able to carry out the Services in accordance this Agreement. If the cost to the Trust of executing or procuring such Services exceeds the amount which would have been payable to the Provider for carrying out the Servicesdefault (“Defaulting Party”), the excess other Party (“the Aggrieved Party”) shall be paid by the Provider to the Trust in addition entitled, at its option without prejudice to any other sums payable by the Provider right that it may have under this Agreement or at law – 18.3.1 to the Trust in respect claim immediate specific performance of any of the breach; and/or without determining the whole of the Agreement, determine the Agreement in respect of part of the Services only and thereafter provide or procure the provision of such part of the Services itself. The remedies of the Trust under this Clause may be exercised concurrently in respect of any default by the Provider. Either Party may terminate this Agreement by serving written notice on the other Party in the event: of serious or persistent unremedied breach of the other Defaulting Party’s obligations under this Agreement; and that the other party is declared insolvent, enters into an arrangement or composition with or without claiming damages, whether or not such obligation has fallen due for performance and to require the Defaulting Party to provide security to the satisfaction of the Aggrieved Party for the benefit Defaulting Party’s obligations; or 18.3.2 to cancel this Agreement, with or without claiming damages, in which case written notice of a creditorthe cancellation shall be given to the Defaulting Party, has an administrator, receiver or administrative receiver appointed over all or any part and the cancellation shall take effect on the giving of its assets or ceases or threatens the notice. Neither Party shall be entitled to cease to carry on its business. The Trust may terminate cancel this Agreement unless the breach is a material breach. A breach will be deemed to be a material breach if – 18.3.2.1 it is capable of being remedied, but is not so remedied within the Notice Period; or 18.3.2.2 it is incapable of being remedied or is not remedied within the Notice Period, and payment in money will compensate for such breach but such payment is not made within the event that the circumstances described in Clause 14 occur. The Trust may terminate this Agreement by giving when it considers that the Provider has completed all its obligations under this Agreement or by [please insert relevant period] months written notice to the Provider. This Agreement shall terminate automatically in the event that the Parties are no longer legally able to carry out the Services. Notice Period. 18.4 The Parties may elect to terminate this Agreement agree that any costs awarded will be recoverable on an attorney-and-own-client scale unless the Court specifically determines that such scale shall not apply, in which event the costs will be recoverable in accordance with Clause 12.2the High Court tariff, should the circumstances described determined on an attorney-and-client scale. 18.5 The Aggrieved Party’s remedies in Clause 12.2, occur. The provisions of Clauses 6, 7, 8, 10, 11, 19, 20 and 21 shall survive the expiry or early termination terms of this Agreement, howsoever causedclause 18 are without prejudice to any other remedies to which the Aggrieved Party may be entitled in law.

BREACH AND TERMINATION. If 24.1 Should either party: 24.1.1 breach any of its obligations in terms hereof (including any Statement of Work) and fails to remedy such breach (where capable of remedy) within a period of 7 (seven) calendar days or if the Provider does breach cannot carry out reasonably be remedied within 7 (seven) calendar days, the Services Party in accordance with this Agreement the Trust may require the Provider default shall be entitled to an extension to remedy the default breach within such period of time as is agreed between the Trust Parties, on condition that the Party in default provides evidence to the reasonable satisfaction of the party within the 7 (seven) days that effective steps to remedy the breach have been initiated and continues to provide such evidence on an ongoing basis that the steps are being expeditiously pursued; or 24.1.2 be placed in liquidation or under business rescue or business administration (in either case, whether provisionally or finally); or 24.1.3 effect a compromise with its creditors; or 24.1.4 commit any act or omission which would be an act of insolvency in terms of the Insolvency Act 1986; or 24.1.5 fail to satisfy any final judgement against it within 21 days of the date when it should have become aware of such judgement; the non-defaulting party shall, without prejudice to any other remedies which it may reasonably specify otherwise have in terms of the Agreement or at law, subject to the terms and conditions below under this Clause 24, be entitled to terminate this Agreement and/or any Statement of Work or any part of Services under a Statement of Work or claim specific performances, in which event such termination shall be without prejudice to, and shall not constitute a release or waiver of, any claims which the non- defaulting party may have for damages against the defaulting party occasioned by providing or providing again the termination of this Agreement and/or any Statement of Work (as the case may be) without further charge to the Trust such part in terms of the Services as required in accordance with this Agreement; and/or itself provide or procure the provision of the Services or any part of the Services until the Trust Clause. 24.2 DigiBlu shall be satisfied that the Provider is again able entitled to carry out the Services in accordance this Agreement. If the cost to the Trust of executing or procuring such Services exceeds the amount which would have been payable to the Provider for carrying out the Services, the excess shall be paid by the Provider to the Trust in addition to any other sums payable by the Provider to the Trust in respect of the breach; and/or without determining the whole of the Agreement, determine the Agreement in respect of part of the Services only and thereafter provide or procure the provision of such part of the Services itself. The remedies of the Trust under this Clause may be exercised concurrently in respect of any default by the Provider. Either Party may terminate this Agreement by serving written notice on the other Party in the event: of serious or persistent unremedied breach of the other Party’s obligations under this Agreement; and that the other party is declared insolvent, enters into an arrangement or composition with or for the benefit of a creditor, has an administrator, receiver or administrative receiver appointed over all or any part of its assets or ceases or threatens to cease to carry on its business. The Trust may terminate this Agreement in the event that the circumstances described in Clause 14 occur. The Trust may terminate this Agreement by giving when it considers that the Provider has completed all its obligations under termination this Agreement or by [please insert relevant period] months any Statement of Work on sixty ( 60) days written notice where the Dependent Third Party terminates its license or agreement with DigiBlu without reason or as a result of any DigiBlu action or omission. Prior to termination DigiBlu shall first consult with the Provider. This Agreement shall terminate automatically in Customer and determine whether an alternative Dependent Third Party can be utilised for the event that the Parties are no longer legally able to carry out purposes of delivery of the Services. The Parties may elect . 24.3 Should DigiBlu be obliged to terminate this Agreement in accordance with Clause 12.2, should institute legal action against the circumstances described in Clause 12.2, occur. The Customer to enforce any provisions of Clauses 6the Contract Documents, 7in order to take possession of the DigiBlu Equipment and / or to collect outstanding monies (undisputed monies) which is in arrears, 8then the Customer will be responsible for all legal costs on an attorney and own client basis, 10including such tracing fees and collection commission which such attorneys are entitled to charge, 11, 19, 20 on successful judgement of the DigiBlu claim. All other legal costs shall be on an attorney own client scale and 21 the party successful in its claim and has obtained judgment shall survive the expiry or early termination of this Agreement, howsoever causedbe entitled to said costs.

BREACH AND TERMINATION. If the Provider does not carry out the Services 26.1 Termination in accordance with clause Error! Reference source not found. [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. 26.2 On termination of this Agreement or a Work Order, the Trust 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 require be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done. 26.3 To the extent that any of the Deliverables and property referred to in clause 26.2 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. 26.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not 26.5 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 default within such time as other Party [hereinafter the Trust may reasonably specify by providing or providing again (as the case may be) without further charge to the Trust such part of the Services as required in accordance with this Agreement; and/or itself provide or procure the provision of the Services or any part of the Services until the Trust Aggrieved Party], shall be satisfied that the Provider is again able to carry out the Services in accordance this Agreement. If the cost to the Trust of executing or procuring such Services exceeds the amount which would have been payable to the Provider for carrying out the Servicesentitled, the excess shall be paid by the Provider to the Trust in addition to any other sums payable by the Provider to the Trust rights and remedies that it may have in respect terms of the breach; and/or without determining the whole of the this Agreement, determine to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Agreement in respect of part of Aggrieved Party may have for damages against the Services only and thereafter provide or procure the provision of such part of the Services itself. The remedies of the Trust under this Clause may be exercised concurrently in respect of any default by the Provider. Defaulting Party. 26.6 Either Party may terminate this Agreement forthwith by serving written notice on 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 the event: of serious or persistent unremedied breach terms of the other Party’s obligations under this Agreement; and that the other party Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is declared insolvent, enters into an made with regard to it for: a) a voluntary arrangement or composition with or for reconstruction of its debts; b) its winding-up or dissolution; c) the benefit appointment of a creditorliquidator, has an administratortrustee, receiver, administrative receiver or administrative receiver appointed over all similar officer; d) any similar action, application or proceeding in any part of its assets or ceases or threatens jurisdiction to cease to carry on its business. The Trust which it is subject. 26.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the event that Supplier/Service Provider. For the circumstances described in Clause 14 occur. The Trust 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. 26.8 Notwithstanding this clause 26, Transnet may terminate cancel this Agreement Agreementwithout cause by giving when it considers that the Provider has completed all its obligations under this Agreement or by 30 [please insert relevant periodthirty] months calendar days prior written notice thereof to the Supplier/Service Provider. This Agreement shall terminate automatically in the event that the Parties are no longer legally able to carry out the Services. The Parties may elect to terminate this Agreement in accordance with Clause 12.2, should the circumstances described in Clause 12.2, occur. or 26.9 The provisions of Clauses 6clauses 2 [Definitions], 719 [Warranties], 825 [Rights on Cancellation], 1029 [Confidentiality], 1132 [Limitation of Liability], 1933 [Intellectual Property Rights], 20 36 [Dispute Resolution] and 21 40.1 [Governing Law] shall survive the termination or expiry or early termination of this Agreement, howsoever caused.

BREACH AND TERMINATION. If 11.1. Failure of a Party to comply with the Provider does not carry out the Services in accordance with provisions of this Agreement the Trust may require the Provider to remedy the default within such time as the Trust may reasonably specify by providing or providing again (as the case may be) without further charge to the Trust such part shall constitute a breach of the Services Agreement by the non-complying Party. Except as required in accordance with otherwise permitted under this Agreement; and/or itself provide or procure the provision of the Services or any part of the Services until the Trust shall be satisfied that the Provider is again able to carry out the Services in accordance this Agreement. If the cost to the Trust of executing or procuring such Services exceeds the amount which would have been payable to the Provider for carrying out the Services, the excess non-breaching Party shall be paid by the Provider provide Notice of that breach to the Trust in addition to any other sums payable by the Provider to the Trust in respect of the breach; and/or without determining the whole of the Agreement, determine the Agreement in respect of part of the Services only and thereafter provide or procure the provision of such part of the Services itself. The remedies of the Trust under this Clause may be exercised concurrently in respect of any default by the Provider. Either Party may terminate this Agreement by serving written notice on the other Party in the event: manner set forth in Section 14. The Notice shall specify the alleged breach and the period within which the breach must be cured which, except as provided in Section 11.2, shall be at least ten (10) business days. The Party receiving such Notice shall respond thereto in writing within three (3) business days. If the breach is not cured or the dispute resolved within the period specified in the Notice, the Party claiming breach, by further written Notice, at its election, may affirm this Agreement and initiate appropriate legal actions to require the other Party to remedy that breach or may immediately terminate this Agreement. In either instance, the Party claiming the breach may by appropriate legal proceedings seek and secure recovery of serious or persistent unremedied any damages resulting from that breach. 11.2. The provisions of Section 11.1 to the contrary notwithstanding, if the breach is of the other PartyCustomer’s obligations obligation to make a payment to Avfuel when due, then Avfuel may declare all amounts owed to it under this Agreement; Agreement immediately due and that the payable, and Avfuel, in addition to all other party is declared insolventrights hereunder, enters into an arrangement may suspend its performance or composition with or for the benefit of a creditor, has an administrator, receiver or administrative receiver appointed over all or any part of its assets or ceases or threatens to cease to carry on its business. The Trust may terminate this Agreement in forthwith and without giving Customer Notice or the event opportunity to cure. Avfuel shall also have the right to offset any amount that Avfuel then or thereafter owes to Customer, to any guarantor of the circumstances described in Clause 14 occur. The Trust may terminate this Agreement by giving when it considers that the Provider has completed all its Customer’s obligations under this Agreement or to any affiliate entity that owns, is owned by [please insert relevant period] months written or is under common ownership with the Customer against any amounts owed by Customer to Avfuel. Customer warrants that it is authorized to make this commitment with respect to amounts owed by Avfuel to such guarantors and affiliate entities. In addition, Avfuel or its agents or employees may, without further notice and without legal process enter onto any facility of Customer for the purpose of repossessing any item of Equipment or any personal property of any description owned by Avfuel, and Customer shall use its best efforts to assist Avfuel in such repossession. Exercise of the foregoing remedies shall not constitute a waiver of any amount due by Customer hereunder or of any damages accruing by reason of the breach of any of the terms or conditions of this Agreement. Fuels on board repossessed Equipment will become the property of Avfuel, and credited against any amount owed Avfuel by Customer at that day's market price. 11.3. The Party claiming a breach may waive that breach by giving Notice to the Providerother party in the manner set forth in Section 14 below. This Agreement The waiver of any breach shall terminate automatically not constitute a waiver of any subsequent breach of the same or any other term or condition. Any failure of either Party to enforce rights or seek remedies arising out of any breach by the other Party shall not prejudice or affect the rights and remedies of that Party in the event of any subsequent breach by the other Party. 11.4. Except as set forth in Section 11.2 above, any dispute that arises under this Agreement, pursuant to Section 11.1 or otherwise, shall be submitted to a senior officer or other person having the Parties are authority to negotiate the resolution of such disputes for each Party. Those persons shall attempt, in good faith, to resolve the dispute, and no longer legally able to carry out action in law or equity shall lie until the Servicesprocess set forth herein shall have run its course. If the dispute involves the payment of money, all undisputed amounts shall be paid when due regardless of whether the undisputed amount is only part of an invoice. 11.5. The Parties may elect exercise of a Party’s right to terminate the Agreement or to exercise any other remedy shall not be deemed an election of remedies and shall be without prejudice to the non-breaching Party’s rights to exercise any other remedy afforded to it by this Agreement in accordance with Clause 12.2, should or by law or equity. In any action related to the circumstances described in Clause 12.2, occur. The provisions of Clauses 6, 7, 8, 10, 11, 19, 20 and 21 shall survive the expiry enforcement or early termination breach of this Agreement, howsoever causedthe prevailing Party shall have the right to recover its reasonable attorney’s fees and costs actually incurred.

BREACH AND TERMINATION. If 11.1. Subject to the Provider does not carry out provisions of clause 11.3 to the Services in accordance with contrary if the Client hereto: 11.1.1. breaches any of the terms or conditions of this Agreement the Trust may require the Provider and fails to remedy the default within such time as the Trust may reasonably specify by providing breach or providing again (pay such amount, as the case may be, within 7 (seven) days after the receipt of written notice from the Service Provider; 11.1.2. commits any act of insolvency; 11.1.3. endeavours to compromise generally with its creditors or does or causes anything to be done which may prejudice The Service Provider’s rights hereunder or at all; 11.1.4. allows any judgement against it to remain unsettled for more than 10 (ten) days without further charge taking immediate steps to have it rescinded and successfully prosecuting the Trust such part application for rescission to its final end; or 11.1.5. is placed in liquidation or under judicial management (in either case, whether provisionally or finally) or being an individual, his estate is sequestrated or voluntarily surrendered; The Service Provider shall have the right, without prejudice to any other right which it may have against the Client, to: a) suspend or terminate the Services; b) treat as immediately due and payable all outstanding amounts which would otherwise become due and payable over the unexpired period of the Services Agreement, and to claim such amounts as required well as any other amounts in accordance arrears including interest and to cease performance of its obligations hereunder as well as under any other contract with the Client until the Client has remedied the breach; and/or c) cancel this Agreement; and/or itself provide in any event without prejudice to The Service Provider’s right to claim damages. 11.2. The Client shall be liable for all costs incurred by the Service Provider in the recovery of any amounts or procure the enforcement of any rights which it has hereunder, including collection charges and costs on an attorney and own client scale whether incurred prior to or during the institution of legal proceedings or if judgement has been granted, in connection with the satisfaction or enforcement of such judgement. 11.3. Subject to what is set out in Clause 11.1.1 above, the Service Provider shall be entitled to suspend the provision of the Services where the Client breaches any provision of this Agreement or where any part of payment to the Services until the Trust shall be satisfied that the Service Provider is again able to carry out the Services in accordance this Agreementoverdue by more than 30 (thirty) days. 11.4. If the cost Without prejudice to the Trust of executing or procuring such Services exceeds the amount which would have been payable to the Provider for carrying out the ServicesClient’s other rights, the excess shall be paid by the Provider to the Trust in addition to any other sums payable by the Provider to the Trust in respect of the breach; and/or without determining the whole of the Agreement, determine the Agreement in respect of part of the Services only and thereafter provide or procure the provision of such part of the Services itself. The remedies of the Trust under this Clause may be exercised concurrently in respect of any default by the Provider. Either Party Client may terminate this Agreement by serving on giving written notice on to the other Party Service Provider, taking immediate effect, if the Service Provider is in the event: of serious or persistent unremedied breach of a material obligation under the other Party’s obligations under this Agreement; Agreement and that fails to remedy the other party is declared insolvent, enters into an arrangement or composition with or for the benefit breach within 30 days after receipt of a creditor, has an administrator, receiver or administrative receiver appointed over all or any part of its assets or ceases or threatens to cease to carry on its businesswritten notice giving full particulars. 11.5. The Trust may terminate this Agreement in In the event that the circumstances described Client terminates this Agreement for any reason other than as contemplated in Clause 14 occurclause 11.4 above, all Service Orders concluded under the Agreement shall automatically terminate with effect from the date that the termination of the Agreement becomes effective. The Trust may terminate this Agreement by giving when it considers that the Provider has completed all its obligations under this Agreement or by [please insert relevant period] months written notice Client shall be liable to the Provider. This Agreement Service Provider and shall terminate automatically in pay to the event that Service Provider any and all cancellation and /or termination fees payable by the Parties are no longer legally able Service Provider to carry its third-party supplier/s arising out of the Services. The Parties may elect to terminate this Agreement in accordance with Clause 12.2, should the circumstances described in Clause 12.2, occur. The provisions of Clauses 6, 7, 8, 10, 11, 19, 20 and 21 shall survive the expiry or early said termination of this Agreement, howsoever caused.

BREACH AND TERMINATION. If 13.1 In the Provider does not carry out event of either of the Services in accordance with Parties ("Defaulting Party") committing a breach of any of the terms of this Agreement the Trust may require the Provider and failing to remedy such breach within a period of 14 (fourteen) days after receipt of a written notice from another Party ("Aggrieved Party") calling upon the default within such time as Defaulting Party to remedy, then the Trust may reasonably specify by providing Aggrieved Party shall be entitled, at its sole discretion and without prejudice to any of its other rights in law, either to claim specific performance of the terms of this Agreement or providing again (as the case may be) to cancel this Agreement forthwith and without further charge notice, and in either case to claim and recover damages from the Defaulting Party. 13.2 High Court tariff, determined on an attorney-and-client scale. 13.3 Notwithstanding anything to the Trust such part of the Services as required in accordance with this Agreement; and/or itself provide or procure the provision of the Services or any part of the Services until the Trust shall contrary contained herein, either Party will be satisfied that the Provider is again able entitled to carry out the Services in accordance this Agreement. If the cost to the Trust of executing or procuring such Services exceeds the amount which would have been payable to the Provider for carrying out the Services, the excess shall be paid by the Provider to the Trust in addition to any other sums payable by the Provider to the Trust in respect of the breach; and/or without determining the whole of the Agreement, determine the Agreement in respect of part of the Services only and thereafter provide or procure the provision of such part of the Services itself. The remedies of the Trust under this Clause may be exercised concurrently in respect of any default by the Provider. Either Party may terminate this Agreement by serving written notice on immediately if the other Party in the event: of serious or persistent unremedied breach of the other Party’s obligations under this Agreement; and that the other party is declared insolvent, – 13.3.1 enters into an a compromise, scheme of arrangement or composition with any or for the benefit all of a creditorits creditors; or is liquidated or placed under judicial management, has an administrator, receiver whether provisionally or administrative receiver appointed over all finally; or is placed under business rescue proceedings or any part similar administration, whether voluntarily or upon application by a third party; or 13.3.2 commits any act or any omission which if it had been done or omitted to be done by a natural person would be an act of insolvency in terms of the South African Insolvency Act, 1936; or 13.3.3 is in contravention of any law; or 13.3.4 ceases to carry on business or disposes of its business or changes the fundamental nature of its business and/or disposes of the major portion of its assets other than for value. 13.4 Notwithstanding anything to the contrary contained herein, should a change in law take place such that any obligation and/or right under this Agreement becomes unlawful, such provision shall, to the extent possible, be severed from the rest of this Agreement and the Parties shall negotiate in good faith within a period of 1 month as from the date on which the provision so becomes unlawful (or ceases such other time period as agreed to between the Parties) a possible alternative provision that is compliant with applicable laws and which provides the same or threatens similar commercial effect as the offending clause, provided that the Parties reach written agreement in relation to cease such alternative provision. Should the Parties fail to carry reach agreement in writing within the required time frames on its business. The Trust may the said alternative provision either Party shall be entitled to terminate this Agreement immediately. Should any obligation be unlawful, the said obligation shall be immediately suspended pending the application of this clause. For example, should the Services to the same standard and effect be rendered unlawful the obligation to provide same shall be suspended (save for S2S releasing any funds then due and payable to the Supplier) and so too shall the obligation to make payment of the Fees (no interest shall be claimable in this situation). 13.5 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. 13.6 Notwithstanding anything to the event that contrary contained herein, the circumstances described in Clause 14 occur. The Trust may Parties may, without liability to the other Party (save for rights which have already accrued), terminate this Agreement by giving when it considers that the Provider has completed all its obligations under this Agreement or by [please insert relevant period] for convenience at any time on 2 months written notice to the Provider. This Agreement shall terminate automatically in the event that the Parties are no longer legally able to carry out the Services. The Parties may elect to terminate this Agreement in accordance with Clause 12.2, should the circumstances described in Clause 12.2, occur. The provisions of Clauses 6, 7, 8, 10, 11, 19, 20 and 21 shall survive the expiry or early termination of this Agreement, howsoever causedother Party.

BREACH AND TERMINATION. If the Provider does not carry out the Services in accordance with this Agreement the Trust may require the Provider to remedy the default within such time as the Trust may reasonably specify by providing or providing again (as the case may be) without further charge to the Trust such part of the Services as required in accordance with this Agreement; and/or itself provide or procure the provision of the Services or any part of the Services until the Trust shall be satisfied that the Provider is again able to carry out the Services in accordance this Agreement. If the cost to the Trust of executing or procuring such Services exceeds the amount which would have been payable to the Provider for carrying out the Services, the excess shall be paid by the Provider to the Trust in addition to any other sums payable by the Provider to the Trust in respect of the breach; and/or without determining the whole of the Agreement, determine the Agreement in respect of part of the Services only and thereafter provide or procure the provision of such part of the Services itself. The remedies of the Trust under this Clause may be exercised concurrently in respect of any default by the Provider. Either Party may terminate this Agreement by serving written notice on the other Party in the event: of serious or persistent unremedied breach of the other Party’s obligations under this Agreement; and that the other party is declared insolvent, enters into an arrangement or composition with or for the benefit of a creditor, has an administrator, receiver or administrative receiver appointed over all or any part of its it assets or ceases or threatens to cease to carry on its business. The Trust may terminate this Agreement in the event that the circumstances described in Clause 14 occur. The Trust may terminate this Agreement by giving when it considers that the Provider has completed all its obligations under this Agreement or by [please insert relevant periodperiod ] months written notice to the Provider. This Agreement shall terminate automatically in the event that the Parties are no longer legally able to carry out the Services. The Parties may elect to terminate this Agreement in accordance with Clause 12.2, should the circumstances described in Clause 12.2, occur. The provisions of Clauses 6, 7, 8, 10, 11, 19, 20 and 21 shall survive the expiry or early termination of this Agreement, howsoever caused.

BREACH AND TERMINATION. If 22.1 Should a Party commit a material breach of the Provider does not carry out Agreement, then the Services in accordance with this Agreement the Trust may aggrieved Party will be entitled to require the Provider defaulting Party to remedy the default breach within 7 (seven) Business Days of delivery of a written notice requiring it to do so, or within any other reasonable period agreed to between the Parties. 22.2 If the defaulting Party fails to remedy such breach within the period specified in the breach notice, the aggrieved Party will be entitled to cancel this Agreement and to claim damages, alternatively to claim immediate specific performance of the defaulting Party’s obligations. The foregoing is without prejudice to such other rights as the aggrieved Party may have in law. 22.3 If the Service Provider fails to comply with the terms of the Agreement, the University will be entitled, without prejudice to any of its rights in terms of this Agreement or in law to withhold all payments due and payable to the Service Provider until such time as the Trust may reasonably specify by providing or providing again (as Service Provider has provided the case may be) without further charge Services to the Trust such part satisfaction of the University. 22.4 The University will be entitled to terminate this Agreement with immediate effect, should the Service Provider: 22.4.1 be placed under compulsory or voluntary winding- up or business rescue, to the extent permitted by applicable law; or, being a natural person, commit an act of insolvency, or be provisionally or finally sequestrated; or 22.4.2 suffer any judgement to be obtained against it and allow such judgement to remain unsatisfied or fail to apply for the rescission thereof within a period of 10 (ten) Business Days from the time the judgement was obtained; or 22.4.3 do or suffer any act or thing whereby the University’s rights or interest may be prejudiced, or which might cause the University to suffer any loss or damage. 22.5 On termination or expiry of the Agreement for any reason, the Service Provider must: 22.5.1 immediately deliver to the University all Services as required in accordance whether or not then complete and return all University information (together with all copies thereof). Until they have been returned or delivered, the Service Provider will be solely responsible for their safekeeping and will not use them for any purpose not connected with this Agreement; and/or itself provide or procure and 22.5.2 if so, required by the provision University, subject to the applicable fees as agreed between the Parties in writing, assist the University with the seamless transition of providing the Services to an incoming supplier. All applicable terms and conditions of this Agreement will apply to such transition services. 22.6 Upon termination of the Services or any part of Agreement, the Service Provider will only be entitled to be paid for the Services until provided on a quantum meruit basis and will not have any claim of any nature whatsoever against the Trust shall be satisfied that the Provider is again able to carry out the Services in accordance this Agreement. If the cost to the Trust of executing or procuring such Services exceeds the amount University for any additional consideration and/or related payments which would have been payable to had the Provider for carrying out the Services, the excess shall be paid by the Provider to the Trust Services have been provided in addition to any other sums payable by the Provider to the Trust full in respect of the breach; and/or without determining the whole terms of the Agreement. 22.7 If the University terminates this Agreement as provided for hereunder, determine the Agreement University’s sole liability to the Service Provider, and the Service Provider’s sole and exclusive remedy, is payment for Services received that have been completed and accepted in respect writing by the University before the date of part of the Services only and thereafter provide or procure the provision of such part of the Services itselftermination. The remedies of University may also require Service Provider to transfer title and deliver to the Trust under this Clause may be exercised concurrently in respect of University any default or all property produced or procured by the Provider. Either Party may terminate this Agreement by serving written notice on the other Party in the event: of serious or persistent unremedied breach of the other Party’s obligations under Service Provider to perform this Agreement; and that the other party is declared insolvent, enters into an arrangement or composition with or for the benefit of a creditor, has an administrator, receiver or administrative receiver appointed over all or any part of its assets or ceases or threatens to cease to carry on its business. The Trust may terminate this Agreement in the event that the circumstances described in Clause 14 occur. The Trust may terminate this Agreement by giving when it considers that the Provider has completed all its obligations under this Agreement or by [please insert relevant period] months written notice to the Provider. This Agreement shall terminate automatically in the event that the Parties are no longer legally able to carry out the Services. The Parties may elect to terminate this Agreement in accordance with Clause 12.2, should the circumstances described in Clause 12.2, occur. The provisions of Clauses 6, 7, 8, 10, 11, 19, 20 and 21 shall survive the expiry or early termination of this Agreement, howsoever caused.

BREACH AND TERMINATION. 9.1 In the event HMR or Sepracor are in material breach of any of the respective obligations and conditions contained in this Agreement, the other party shall be entitled to give the breaching party written notice requiring it to cure such material breach. If such material breach is not cured within ninety (90) days after receipt of such written notice, the notifying party may seek a determination of damages for the uncured breach from the breaching party. If the Provider does not carry out the Services uncured breach is an uncured material breach under Section 20.6 of this Agreement, Sepracor agrees that such uncured breach may result in irreparable harm to HMR and HMR may seek temporary or permanent injunctive relief or other equitable relief. 9.2 If HMR fails to pay Sepracor Royalties, or any interest thereon, due and payable in accordance with this Agreement the Trust may require the Provider to remedy the default within such time as the Trust may reasonably specify by providing or providing again (as the case may be) without further charge to the Trust such part terms of the Services as required in accordance with this Agreement; and/or itself provide , and such Royalties or procure the provision interest are not paid to Sepracor within ninety (90) days after receipt of the Services or any part of the Services until the Trust shall be satisfied that the Provider is again able to carry out the Services in accordance this Agreement. If the cost to the Trust of executing or procuring such Services exceeds the amount which would have been payable to the Provider for carrying out the Services, the excess shall be paid by the Provider to the Trust in addition to any other sums payable by the Provider to the Trust in respect of the breach; and/or without determining the whole of the Agreement, determine the Agreement in respect of part of the Services only and thereafter provide or procure the provision of such part of the Services itself. The remedies of the Trust under this Clause may be exercised concurrently in respect of any default by the Provider. Either Party may terminate this Agreement by serving written notice on as set forth in Section 9.1 above, Sepracor shall have the other Party in the event: of serious or persistent unremedied breach of the other Party’s obligations under this Agreement; and that the other party is declared insolvent, enters into an arrangement or composition with or for the benefit of a creditor, has an administrator, receiver or administrative receiver appointed over all or any part of its assets or ceases or threatens right to cease to carry on its business. The Trust may terminate this Agreement in the event that the circumstances described in Clause 14 occur. The Trust may terminate this Agreement by giving when it considers written notice thereof to HMR, which notice shall take effect immediately upon issuance. In addition, immediately upon receipt of such termination notice, HMR shall assign to Sepracor the entire right, title, and interest in and to the Assigned Patents. 9.3 In the event that one of the Provider has completed all parties hereto becomes bankrupt or insolvent, a receiver or a trustee is appointed for the property or estate of such party and said receiver or trustee is not removed within sixty (60) days, or the party makes an assignment for the benefit of its obligations under creditors, and whether any of the aforesaid events be the outcome of the voluntary act of that party, or otherwise, the other party shall be entitled to terminate this Agreement or forthwith by [please insert relevant period] months giving a written notice to the Provider. This Agreement first party. 9.4 Nothing herein shall terminate automatically in the event that the Parties are no longer legally able prevent either party hereto from exercising such party's right to carry out the Services. The Parties may elect to terminate this Agreement in accordance with Clause 12.2, should the circumstances described in Clause 12.2, occur. The provisions of Clauses 6, 7, 8, 10, 11, 19, 20 and 21 shall survive the expiry obtain temporary or early termination of this Agreement, howsoever causedpermanent injunctive relief or other equitable relief.

BREACH AND TERMINATION. If 11.1. Failure of a Party to comply with the Provider does not carry out the Services in accordance with provisions of this Agreement the Trust may require the Provider to remedy the default within such time as the Trust may reasonably specify by providing or providing again (as the case may be) without further charge to the Trust such part shall constitute a breach of the Services Agreement by the non-complying Party. Except as required in accordance with otherwise permitted under this Agreement; and/or itself provide or procure the provision of the Services or any part of the Services until the Trust shall be satisfied that the Provider is again able to carry out the Services in accordance this Agreement. If the cost to the Trust of executing or procuring such Services exceeds the amount which would have been payable to the Provider for carrying out the Services, the excess non-breaching Party shall be paid by the Provider provide Notice of that breach to the Trust in addition to any other sums payable by the Provider to the Trust in respect of the breach; and/or without determining the whole of the Agreement, determine the Agreement in respect of part of the Services only and thereafter provide or procure the provision of such part of the Services itself. The remedies of the Trust under this Clause may be exercised concurrently in respect of any default by the Provider. Either Party may terminate this Agreement by serving written notice on the other Party in the event: manner set forth in Section 14. The Notice shall specify the alleged breach and the period within which the breach must be cured which, except as provided in Section 11.2, shall be at least ten (10) business days. The Party receiving such Notice shall respond thereto in writing within three (3) business days. If the breach is not cured or the dispute resolved within the period specified in the Notice, the Party claiming breach, by further written Notice, at its election, may affirm this Agreement and initiate appropriate legal actions to require the other Party to remedy that breach or may immediately terminate this Agreement. In either instance, the Party claiming the breach may by appropriate legal proceedings seek and secure recovery of serious or persistent unremedied any damages resulting from that breach. 11.2. The provisions of Section 11.1 to the contrary notwithstanding, if the breach is of the other PartyCustomer’s obligations obligation to make a payment to Avfuel when due, then Avfuel may declare all amounts owed to it under this Agreement; Agreement immediately due and that the payable, and Avfuel, in addition to all other party is declared insolventrights hereunder, enters into an arrangement may suspend its performance or composition with or for the benefit of a creditor, has an administrator, receiver or administrative receiver appointed over all or any part of its assets or ceases or threatens to cease to carry on its business. The Trust may terminate this Agreement in forthwith and without giving Customer Notice or the event opportunity to cure. Avfuel shall also have the right to offset any amount that Avfuel then or thereafter owes to Customer, to any guarantor of the circumstances described in Clause 14 occur. The Trust may terminate this Agreement by giving when it considers that the Provider has completed all its Customer’s obligations under this Agreement or to any affiliate entity that owns, is owned by [please insert relevant period] months written notice or is under common ownership with the Customer against any amounts owed by Customer to Avfuel. Customer warrants that it is authorized to make this commitment with respect to amounts owed by Avfuel to such guarantors and affiliate entities. In addition, Avfuel or its agents or employees may, without further Notice and without legal process enter onto any facility of Customer for the purpose of repossessing any item of Equipment or any personal property of any description owned by Avfuel, and Customer shall use its best efforts to assist Avfuel in such repossession. Exercise of the foregoing remedies shall not constitute a waiver of any amount due by Customer hereunder or of any damages accruing by reason of the breach of any of the terms or conditions of this Agreement. Fuels on board repossessed Equipment will become the property of Avfuel, and credited against any amount owed Avfuel by Customer at that day's market price. 11.3. The Party claiming a breach may waive that breach by giving Notice to the Providerother Party in the manner set forth in Section 14 below. This Agreement The waiver of any breach shall terminate automatically not constitute a waiver of any subsequent breach of the same or any other term or condition. Any failure of either Party to enforce rights or seek remedies arising out of any breach by the other Party shall not prejudice or affect the rights and remedies of that Party in the event of any subsequent breach by the other Party. 11.4. Except as set forth in Section 11.2, any dispute that arises under this Agreement, pursuant to Section 11.1 or otherwise, shall be submitted to a senior officer or other person having the Parties are authority to negotiate the resolution of such disputes for each Party. Those persons shall attempt, in good faith, to resolve the dispute, and no longer legally able to carry out action in law or equity shall lie until the Servicesprocess set forth herein shall have run its course. If the dispute involves the payment of money, all undisputed amounts shall be paid when due regardless of whether the undisputed amount is only part of an invoice. 11.5. The Parties may elect exercise of a Party’s right to terminate the Agreement or to exercise any other remedy shall not be deemed an election of remedies and shall be without prejudice to the non-breaching Party’s rights to exercise any other remedy afforded to it by this Agreement in accordance with Clause 12.2, should or by law or equity. In any action related to the circumstances described in Clause 12.2, occur. The provisions of Clauses 6, 7, 8, 10, 11, 19, 20 and 21 shall survive the expiry enforcement or early termination breach of this Agreement, howsoever causedthe prevailing Party shall have the right to recover its reasonable attorney’s fees and costs actually incurred.

BREACH AND TERMINATION. If 26.1 Should a Party commit a material breach of the Provider does not carry out Agreement, and/or a Purchase Order or Project (where applicable) then the Services in accordance with this Agreement the Trust may aggrieved Party will be entitled to require the Provider defaulting Party to remedy the default breach within 7 (seven) Business Days of delivery of a written notice requiring it to do so, or within any other reasonable period agreed to between the Parties. 26.2 If the defaulting Party fails to remedy such breach within the period specified in the breach notice, the aggrieved Party will be entitled to cancel this Agreement, and/or a Purchase Order or Project (where applicable) and to claim damages, alternatively to claim immediate specific performance of the defaulting Party’s obligations. The foregoing is without prejudice to such other rights as the aggrieved Party may have in law. 26.3 If the Service Provider fails to comply with the terms of the Agreement, and/or a Purchase Order or Project (where applicable), the University will be entitled, without prejudice to any of its rights in terms of this Agreement, and/or a Purchase Order or Project (where applicable) or in law to: 26.3.1 withhold all payments due and payable to the Service Provider until such time as the Trust may reasonably specify by providing or providing again (as Service Provider has provided the case may be) without further charge Deliverables to the Trust such part satisfaction of the Services as required University; or 26.3.2 engage a third party to provide the Deliverables which the Service Provider has failed to perform properly or at all, and the cost thereof will be the responsibility of the Service Provider which may be deducted from any amount that may otherwise be due to the Service Provider under the Agreement and/or a Purchase Order or Project (where applicable). 26.4 If the Service Provider consistently defaults in accordance the performance of its obligations under this Agreement, the University will be entitled to cancel this Agreement without prejudice to any other rights that the University may have in law. For the purposes of this clause 25.4, “consistent default” will mean the failure of the Service Provider to comply with its obligations hereunder on 3 (three) occasions within a period of 12 (twelve) consecutive months. 26.5 The University will be entitled to terminate this Agreement, and/or a Purchase Order or Project (where applicable) with immediate effect, should the Service Provider: 26.5.1 be placed under compulsory or voluntary winding- up or business rescue, to the extent permitted by applicable law; or, being a natural person, commit an act of insolvency, or be provisionally or finally sequestrated; or 26.5.2 suffer any judgement to be obtained against it and allow such judgement to remain unsatisfied or fail to apply for the rescission thereof within a period of 10 (ten) Business Days from the time the judgement was obtained; or 26.5.3 do or suffer any act or thing whereby the University’s rights or interest may be prejudiced, or which might cause the University to suffer any loss or damage. 26.6 On termination or expiry of the Agreement, and/ a Purchase Order or Project (where applicable) for any reason, the Service Provider must: 26.6.1 immediately deliver to the University all Deliverables whether or not then complete and return all University information (together with all copies thereof). Until they have been returned or delivered, the Service Provider will be solely responsible for their safekeeping and will not use them for any purpose not connected with this Agreement, and/or a Purchase Order or Project (where applicable); and 26.6.2 if so, required by the University, subject to the applicable fees as agreed between the Parties in writing, assist the University with the seamless transition of providing the Deliverables to an incoming supplier. All applicable terms and conditions of this Agreement, and/or itself provide a Purchase Order or procure the provision Project (where applicable) will apply to such transition services. 26.7 Upon termination of the Services Agreement, and/or a Purchase Order or Project (where applicable) the Service Provider will only be entitled to be paid for the Deliverables provided on a quantum meruit basis and will not have any part claim of any nature whatsoever against the Services until the Trust shall be satisfied that the Provider is again able to carry out the Services in accordance this Agreement. If the cost to the Trust of executing or procuring such Services exceeds the amount University for any additional consideration and/or related payments which would have been payable to had the Provider for carrying out the Services, the excess shall be paid by the Provider to the Trust Deliverables have been provided in addition to any other sums payable by the Provider to the Trust full in respect of the breach; and/or without determining the whole terms of the Agreement, determine and/or a Purchase Order or Project (where applicable). 26.8 If the Agreement in respect of part of the Services only and thereafter provide or procure the provision of such part of the Services itself. The remedies of the Trust under this Clause may be exercised concurrently in respect of any default by the Provider. Either Party may terminate this Agreement by serving written notice on the other Party in the event: of serious or persistent unremedied breach of the other Party’s obligations under this Agreement; and that the other party is declared insolvent, enters into an arrangement or composition with or for the benefit of a creditor, has an administrator, receiver or administrative receiver appointed over all or any part of its assets or ceases or threatens to cease to carry on its business. The Trust may terminate this Agreement in the event that the circumstances described in Clause 14 occur. The Trust may terminate this Agreement by giving when it considers that the Provider has completed all its obligations under this Agreement or by [please insert relevant period] months written notice to the Provider. This Agreement shall terminate automatically in the event that the Parties are no longer legally able to carry out the Services. The Parties may elect to terminate this Agreement in accordance with Clause 12.2, should the circumstances described in Clause 12.2, occur. The provisions of Clauses 6, 7, 8, 10, 11, 19, 20 and 21 shall survive the expiry or early termination of University terminates this Agreement, howsoever causedand/or a Purchase Order or Project (where applicable) as provided for hereunder, the University’s sole liability to the Service Provider, and the Service Provider’s sole and exclusive remedy, is payment for Deliverables received that have been completed and Accepted by the University before the date of termination. The University may also require Service Provider to transfer title and deliver to the University any or all property produced or procured by Service Provider to perform this Agreement and/or a Purchase Order or Project (where applicable).

BREACH AND TERMINATION. If the Provider does not carry out the Services in accordance with this Agreement the Trust may require the Provider to remedy the default within such time as the Trust may reasonably specify by providing or providing again (as the case may be) without further charge to the Trust such part of the Services as required in accordance with this Agreement; and/or itself provide or procure the provision of the Services or any part of the Services until the Trust shall be satisfied that the Provider is again able to carry out the Services in accordance this Agreement. If the cost to the Trust of executing or procuring such Services exceeds the amount which would have been payable to the Provider for carrying out the Services, the excess shall be paid by the Provider to the Trust in addition to any other sums payable by the Provider to the Trust in respect of the breach; and/or without determining the whole of the Agreement, determine the Agreement in respect of part of the Services only and thereafter provide or procure the provision of such part of the Services itself. The remedies of the Trust under this Clause may be exercised concurrently in respect of any default by the Provider. Either Party may terminate this Agreement by serving written notice on the other Party in the event: of serious or persistent unremedied breach of the other Party’s obligations under this Agreement; and that the other party is declared insolvent, enters into an arrangement or composition with or for the benefit of a creditor, has an administrator, receiver or administrative receiver appointed over all or any part of its assets or ceases or threatens to cease to carry on its business. The Trust may terminate this Agreement in the event that the circumstances described in Clause 14 occur. The Trust may terminate this Agreement by giving when it considers that the Provider has completed all its obligations under this Agreement or by [please insert relevant period] months written notice to the Provider. This Agreement shall terminate automatically in the event that the Parties are no longer legally able to carry out the Services. The Parties may elect to terminate this Agreement in accordance with Clause 12.2, should the circumstances described in Clause 12.2, occur. The provisions of Clauses 6, 7, 8, 10, 11, 19, 20 and 21 shall survive the expiry or early termination of this Agreement, howsoever caused.

BREACH AND TERMINATION. If 25.1 Should a Party commit a material breach of the Provider does not carry out Agreement, and/or a Project SOW then the Services in accordance with this Agreement the Trust may aggrieved Party will be entitled to require the Provider defaulting Party to remedy the default breach within 7 (seven) Business Days of delivery of a written notice requiring it to do so, or within any other reasonable period agreed to between the Parties. 25.2 If the defaulting Party fails to remedy such breach within the period specified in the breach notice, the aggrieved Party will be entitled to cancel this Agreement, and/or a Project SOW and to claim damages, alternatively to claim immediate specific performance of the defaulting Party’s obligations. The foregoing is without prejudice to such other rights as the aggrieved Party may have in law. 25.3 If the Service Provider fails to comply with the terms of the Agreement, and/or a Project SOW, the University will be entitled, without prejudice to any of its rights in terms of this Agreement, and/or a Project SOW or in law to: 25.3.1 withhold all payments due and payable to the Service Provider until such time as the Trust may reasonably specify by providing or providing again (as Service Provider has provided the case may be) without further charge Deliverables to the Trust such part satisfaction of the Services as required University; or 25.3.2 engage a third party to provide the Deliverables which the Service Provider has failed to perform properly or at all, and the cost thereof will be the responsibility of the Service Provider which may be deducted from any amount that may otherwise be due to the Service Provider under the Agreement and/or a Project SOW. 25.4 If the Service Provider consistently defaults in accordance the performance of its obligations under this Agreement, the University will be entitled to cancel this Agreement without prejudice to any other rights that the University may have in law. For the purposes of this clause 25.4, “consistent default” will mean the failure of the Service Provider to comply with its obligations hereunder on 3 (three) occasions within a period of 12 (twelve) consecutive months. 25.5 The University will be entitled to terminate this Agreement, and/or a Project SOW with immediate effect, should the Service Provider: 25.5.1 be placed under compulsory or voluntary winding- up or business rescue, to the extent permitted by applicable law; or, being a natural person, commit an act of insolvency, or be provisionally or finally sequestrated; or 25.5.2 suffer any judgement to be obtained against it and allow such judgement to remain unsatisfied or fail to apply for the rescission thereof within a period of 10 (ten) Business Days from the time the judgement was obtained; or 25.5.3 do or suffer any act or thing whereby the University’s rights or interest may be prejudiced, or which might cause the University to suffer any loss or damage. 25.6 On termination or expiry of the Agreement, and/or a Project SOW for any reason, the Service Provider must: 25.6.1 immediately deliver to the University all Deliverables whether or not then complete and return all University information (together with all copies thereof). Until they have been returned or delivered, the Service Provider will be solely responsible for their safekeeping and will not use them for any purpose not connected with this Agreement, and/or a Project SOW; and 25.6.2 if so, required by the University, subject to the applicable fees as agreed between the Parties in writing, assist the University with the seamless transition of providing the Deliverables to an incoming supplier. All applicable terms and conditions of this Agreement, and/or itself provide or procure the provision a Project SOW will apply to such transition services. 25.7 Upon termination of the Services or Agreement, and/or a Project SOW the Service Provider will only be entitled to be paid for the Deliverables provided on a quantum meruit basis and will not have any part claim of any nature whatsoever against the Services until the Trust shall be satisfied that the Provider is again able to carry out the Services in accordance this Agreement. If the cost to the Trust of executing or procuring such Services exceeds the amount University for any additional consideration and/or related payments which would have been payable to had the Provider for carrying out the Services, the excess shall be paid by the Provider to the Trust Deliverables have been provided in addition to any other sums payable by the Provider to the Trust full in respect of the breach; and/or without determining the whole terms of the Agreement, determine and/or a Project SOW. 25.8 If the Agreement in respect of part of the Services only and thereafter provide or procure the provision of such part of the Services itself. The remedies of the Trust under this Clause may be exercised concurrently in respect of any default by the Provider. Either Party may terminate this Agreement by serving written notice on the other Party in the event: of serious or persistent unremedied breach of the other Party’s obligations under this Agreement; and that the other party is declared insolvent, enters into an arrangement or composition with or for the benefit of a creditor, has an administrator, receiver or administrative receiver appointed over all or any part of its assets or ceases or threatens to cease to carry on its business. The Trust may terminate this Agreement in the event that the circumstances described in Clause 14 occur. The Trust may terminate this Agreement by giving when it considers that the Provider has completed all its obligations under this Agreement or by [please insert relevant period] months written notice to the Provider. This Agreement shall terminate automatically in the event that the Parties are no longer legally able to carry out the Services. The Parties may elect to terminate this Agreement in accordance with Clause 12.2, should the circumstances described in Clause 12.2, occur. The provisions of Clauses 6, 7, 8, 10, 11, 19, 20 and 21 shall survive the expiry or early termination of University terminates this Agreement, howsoever causedand/or a Project SOW as provided for hereunder, the University’s sole liability to the Service Provider, and the Service Provider’s sole and exclusive remedy, is payment for Deliverables received that have been completed and Accepted by the University before the date of termination. The University may also require Service Provider to transfer title and deliver to the University any or all property produced or procured by Service Provider to perform this Agreement and/or a Project SOW.

BREACH AND TERMINATION. If 24.1 Should a Party commit a material breach of the Provider does not carry out Agreement, then the Services in accordance with this Agreement the Trust may aggrieved Party will be entitled to require the Provider defaulting Party to remedy the default breach within 7 (seven) Business Days of delivery of a written notice requiring it to do so, or within any other reasonable period agreed to between the Parties. 24.2 If the defaulting Party fails to remedy such breach within the period specified in the breach notice, the aggrieved Party will be entitled to cancel this Agreement and to claim damages, alternatively to claim immediate specific performance of the defaulting Party’s obligations. The foregoing is without prejudice to such other rights as the aggrieved Party may have in law. 24.3 If the Service Provider fails to comply with the terms of the Agreement, the University will be entitled, without prejudice to any of its rights in terms of this Agreement or in law to withhold all payments due and payable to the Service Provider until such time as the Trust may reasonably specify by providing or providing again (as Service Provider has provided the case may be) without further charge Deliverables to the Trust such part satisfaction of the Services as required in accordance University. 24.4 The University will be entitled to terminate this Agreement with immediate effect, should the Service Provider: 24.4.1 be placed under compulsory or voluntary winding- up or business rescue, to the extent permitted by applicable law; or, being a natural person, commit an act of insolvency, or be provisionally or finally sequestrated; or 24.4.2 suffer any judgement to be obtained against it and allow such judgement to remain unsatisfied or fail to apply for the rescission thereof within a period of 10 (ten) Business Days from the time the judgement was obtained; or 24.4.3 do or suffer any act or thing whereby the University’s rights or interest may be prejudiced, or which might cause the University to suffer any loss or damage. 24.5 On termination or expiry of the Agreement for any reason, the Service Provider must: 24.5.1 immediately deliver to the University all Deliverables, whether or not then complete and return all University information (together with all copies thereof). Until they have been returned or delivered, the Service Provider will be solely responsible for their safekeeping and will not use them for any purpose not connected with this Agreement; and/or itself provide or procure and 24.5.2 if so, required by the provision University, subject to the applicable fees as agreed between the Parties in writing, assist the University with the seamless transition of providing the Deliverables to an incoming supplier. All applicable terms and conditions of this Agreement will apply to such transition services. 24.6 Upon termination of the Services or Agreement, the Service Provider will only be entitled to be paid for the Deliverables provided on a quantum meruit basis and will not have any part claim of any nature whatsoever against the Services until the Trust shall be satisfied that the Provider is again able to carry out the Services in accordance this Agreement. If the cost to the Trust of executing or procuring such Services exceeds the amount University for any additional consideration and/or related payments which would have been payable to had the Provider for carrying out the Services, the excess shall be paid by the Provider to the Trust Deliverables have been provided in addition to any other sums payable by the Provider to the Trust full in respect of the breach; and/or without determining the whole terms of the Agreement. 24.7 If the University terminates this Agreement as provided for hereunder, determine the Agreement in respect University’s sole liability to the Service Provider, and the Service Provider’s sole and exclusive remedy, is payment for Deliverables received that have been completed and Accepted by the University before the date of part of the Services only and thereafter provide or procure the provision of such part of the Services itselftermination. The remedies of University may also require the Trust under this Clause may be exercised concurrently in respect of Service Provider to transfer title and deliver to the University any default or all property produced or procured by the Provider. Either Party may terminate this Agreement by serving written notice on the other Party in the event: of serious or persistent unremedied breach of the other Party’s obligations under Service Provider to perform this Agreement; and that the other party is declared insolvent, enters into an arrangement or composition with or for the benefit of a creditor, has an administrator, receiver or administrative receiver appointed over all or any part of its assets or ceases or threatens to cease to carry on its business. The Trust may terminate this Agreement in the event that the circumstances described in Clause 14 occur. The Trust may terminate this Agreement by giving when it considers that the Provider has completed all its obligations under this Agreement or by [please insert relevant period] months written notice to the Provider. This Agreement shall terminate automatically in the event that the Parties are no longer legally able to carry out the Services. The Parties may elect to terminate this Agreement in accordance with Clause 12.2, should the circumstances described in Clause 12.2, occur. The provisions of Clauses 6, 7, 8, 10, 11, 19, 20 and 21 shall survive the expiry or early termination of this Agreement, howsoever caused.

BREACH AND TERMINATION. The following termination rights are in addition to termination rights provided elsewhere in this Agreement: (a) If either Party hereto is in material breach of any of the Provider does not carry out the Services in accordance with material terms and conditions of this Agreement and fails to cure the Trust may require breach within sixty (60) days after the Provider date of receipt of written notice from the other Party advising it of the nature of such breach, or in the case of a breach that cannot reasonably be expected to remedy the default be cured within sixty (60) days fails within such time as to use its best efforts and proceed with due diligence to cure such breach, the Trust may reasonably specify Party not in material breach shall have the right to terminate this Agreement forthwith by providing or providing again (as the case may be) without further charge written notice to the Trust such part Party in material breach, provided however if the breach is caused by the non- payment of royalties then the Services as required in accordance with this Agreement; and/or itself provide or procure the provision of the Services or any part of the Services until the Trust notice and cure periods shall be satisfied that reduced to fifteen (15) days. (b) Either Party hereto shall have the Provider is again able right to carry out the Services in accordance terminate this Agreement. If the cost Agreement forthwith by written notice to the Trust of executing or procuring other Party in the event that such Services exceeds the amount which would have been payable to the Provider for carrying out the Services, the excess other Party shall be paid by adjudicated bankrupt, become insolvent, make any assignment for the Provider to benefit of its creditors, have its assets placed in the Trust hands of a receiver, file or have filed against it a petition in addition to any other sums payable by the Provider to the Trust in respect of the breach; and/or without determining the whole of the Agreementbankruptcy, determine the Agreement in respect of part of the Services only and thereafter provide or procure the provision of such part of the Services itself. The remedies of the Trust under this Clause may be exercised concurrently in respect of any default by the Provider. Either Party dissolved or liquidated. (c) Licensee may terminate this Agreement by serving one hundred eighty (180) days prior written notice on to Licensor. (d) Anything herein to the other Party in the event: of serious or persistent unremedied breach of the other Party’s obligations under this Agreement; and that the other party is declared insolventcontrary notwithstanding, enters into an arrangement or composition with or for the benefit of a creditor, has an administrator, receiver or administrative receiver appointed over all or any part of its assets or ceases or threatens to cease to carry on its business. The Trust may terminate this Agreement in the event that the circumstances described in Clause 14 occur. The Trust may terminate this Agreement by giving when it considers that the Provider has completed all its obligations under this Agreement or by [please insert relevant period] months written notice to the Provider. This Agreement shall terminate automatically in the event that the Parties are no longer legally able to carry out the Services. The Parties may elect to terminate this Agreement in accordance with Clause 12.2, should the circumstances described in Clause 12.2, occur. The provisions of Clauses 6, 7, 8, 10, 11, 19, 20 and 21 shall survive the expiry or early termination of this Agreement, howsoever causedexcepting termination by Licensor pursuant to Section 10(a) or (b) hereof, Licensee may continue to sell any Licensed Products previously manufactured and on hand at the time of receipt of notice of termination for a period of twelve (12) months or until the inventory of such Licensed Products is depleted provided a full accounting of sales and royalties are made and paid. (e) In the event that this Agreement is in full force and effect in twenty (20) years from the Effective Date, the Agreement shall terminate and the Know-How licensed herein shall become fully paid-up and perpetual with no further payment obligations of Licensee. (f) Termination of this Agreement pursuant to any of the provisions hereof shall be without prejudice to any rights which either Party may have against the other Party hereto. (g) In the event that this Agreement or the exclusive license granted herein terminates for whatever reason, except for termination pursuant to Section 2(c) or Section 10(e), Licensee shall immediately cease using any and all Know-How acquired from Licensor, subject to Section 14.

BREACH AND TERMINATION. If 11.1. Failure of a Party to comply with the Provider does not carry out the Services in accordance with provisions of this Agreement the Trust may require the Provider to remedy the default within such time as the Trust may reasonably specify by providing or providing again (as the case may be) without further charge to the Trust such part shall constitute a breach of the Services Agreement by the non-complying Party. Except as required in accordance with otherwise permitted under this Agreement; and/or itself provide or procure the provision of the Services or any part of the Services until the Trust shall be satisfied that the Provider is again able to carry out the Services in accordance this Agreement. If the cost to the Trust of executing or procuring such Services exceeds the amount which would have been payable to the Provider for carrying out the Services, the excess non-breaching Party shall be paid by the Provider provide Notice of that breach to the Trust in addition to any other sums payable by the Provider to the Trust in respect of the breach; and/or without determining the whole of the Agreement, determine the Agreement in respect of part of the Services only and thereafter provide or procure the provision of such part of the Services itself. The remedies of the Trust under this Clause may be exercised concurrently in respect of any default by the Provider. Either Party may terminate this Agreement by serving written notice on the other Party in the event: manner set forth in Section 14. The Notice shall specify the alleged breach and the period within which the breach must be cured which, except as provided in Section 11.2, shall be at least ten (10) business days. The Party receiving such Notice shall respond thereto in writing within three (3) business days. If the breach is not cured or the dispute resolved within the period specified in the Notice, the Party claiming breach, by further written Notice, at its election, may affirm this Agreement and initiate appropriate legal actions to require the other Party to remedy that breach or may immediately terminate this Agreement. In either instance, the Party claiming the breach may by appropriate legal proceedings seek and secure recovery of serious or persistent unremedied any damages resulting from that breach. 11.2. The provisions of Section 11.1 to the contrary notwithstanding, if the breach is of the other PartyCustomer’s obligations obligation to make a payment to Avfuel when due, then Avfuel may declare all amounts owed to it under this Agreement; Agreement immediately due and that the payable, and Avfuel, in addition to all other party is declared insolventrights hereunder, enters into an arrangement may suspend its performance or composition with or for the benefit of a creditor, has an administrator, receiver or administrative receiver appointed over all or any part of its assets or ceases or threatens to cease to carry on its business. The Trust may terminate this Agreement in forthwith and without giving Customer Notice or the event opportunity to cure. Avfuel shall also have the right to offset any amount that Avfuel or any of its affiliates or subsidiaries then or thereafter owes to Customer, to any guarantor of the circumstances described in Clause 14 occur. The Trust may terminate this Agreement by giving when it considers that the Provider has completed all its Customer’s obligations under this Agreement or to any affiliate entity that owns, is owned by [please insert relevant period] months written or is under common ownership with the Customer against any amounts owed by Customer to Avfuel or any of its affiliates or subsidiaries. Customer warrants that it is authorized to make this commitment with respect to amounts owed by Avfuel to such guarantors and affiliate entities. In addition, Avfuel or its agents or employees may, without further notice and without legal process enter onto any facility of Customer for the purpose of repossessing any item of Equipment or any personal property of any description owned by Avfuel, and Customer shall use its best efforts to assist Avfuel in such repossession. Exercise of the foregoing remedies shall not constitute a waiver of any amount due by Customer hereunder or of any damages accruing by reason of the breach of any of the terms or conditions of this Agreement. Fuels on board repossessed Equipment will become the property of Avfuel, and credited against any amount owed Avfuel by Customer at that day's market price. 11.3. The Party claiming a breach may waive that breach by giving Notice to the Providerother party in the manner set forth in Section 14 below. This Agreement The waiver of any breach shall terminate automatically not constitute a waiver of any subsequent breach of the same or any other term or condition. Any failure of either Party to enforce rights or seek remedies arising out of any breach by the other Party shall not prejudice or affect the rights and remedies of that Party in the event of any subsequent breach by the other Party. 11.4. Except as set forth in Section 11.2 above, any dispute that arises under this Agreement, pursuant to Section 11.1 or otherwise, shall be submitted to a senior officer or other person having the Parties are authority to negotiate the resolution of such disputes for each Party. Those persons shall attempt, in good faith, to resolve the dispute, and no longer legally able to carry out action in law or equity shall lie until the Servicesprocess set forth herein shall have run its course. If the dispute involves the payment of money, all undisputed amounts shall be paid when due regardless of whether the undisputed amount is only part of an invoice. 11.5. The Parties may elect exercise of a Party’s right to terminate the Agreement or to exercise any other remedy shall not be deemed an election of remedies and shall be without prejudice to the non-breaching Party’s rights to exercise any other remedy afforded to it by this Agreement in accordance with Clause 12.2, should or by law or equity. In any action related to the circumstances described in Clause 12.2, occur. The provisions of Clauses 6, 7, 8, 10, 11, 19, 20 and 21 shall survive the expiry enforcement or early termination breach of this Agreement, howsoever causedthe prevailing Party shall have the right to recover its reasonable attorney’s fees and costs actually incurred.

BREACH AND TERMINATION. If the Provider does not carry out the Services 22.1 Termination in accordance with clause Error! Reference source not found. [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 Trust 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 require 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 Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not 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 default within such time as other Party [hereinafter the Trust may reasonably specify by providing or providing again (as the case may be) without further charge to the Trust such part of the Services as required in accordance with this Agreement; and/or itself provide or procure the provision of the Services or any part of the Services until the Trust Aggrieved Party], shall be satisfied that the Provider is again able to carry out the Services in accordance this Agreement. If the cost to the Trust of executing or procuring such Services exceeds the amount which would have been payable to the Provider for carrying out the Servicesentitled, the excess shall be paid by the Provider to the Trust in addition to any other sums payable by the Provider to the Trust rights and remedies that it may have in respect terms of the breach; and/or without determining the whole of the this Agreement, determine to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Agreement in respect of part of Aggrieved Party may have for damages against the Services only and thereafter provide or procure the provision of such part of the Services itself. The remedies of the Trust under this Clause may be exercised concurrently in respect of any default by the Provider. Defaulting Party. 22.6 Either Party may terminate this Agreement forthwith by serving written notice on 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 the event: of serious or persistent unremedied breach terms of the other Party’s obligations under this Agreement; and that the other party Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is declared insolvent, enters into an made with regard to it for: a) a voluntary arrangement or composition with or for reconstruction of its debts; b) its winding-up or dissolution; c) the benefit appointment of a creditorliquidator, has an administratortrustee, receiver, administrative receiver or administrative receiver appointed over all similar officer; d) any similar action, application or proceeding in any part of its assets or ceases or threatens jurisdiction to cease to carry on its business. The Trust which it is subject. 22.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in writing to the event that Supplier/Service Provider. For the circumstances described in Clause 14 occur. The Trust 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. 22.8 Notwithstanding this clause 22, Transnet may terminate cancel this Agreement Agreementwithout cause by giving when it considers that the Provider has completed all its obligations under this Agreement or by 30 [please insert relevant periodthirty] months calendar days prior written notice thereof to the Supplier/Service Provider. This Agreement shall terminate automatically in the event that the Parties are no longer legally able to carry out the Services. The Parties may elect to terminate this Agreement in accordance with Clause 12.2, should the circumstances described in Clause 12.2, occur. or 22.9 The provisions of Clauses 6clauses 2 [Definitions], 7Error! Reference source not found. [Warranties], 821 [Rights on Cancellation], 1025 [Confidentiality], 1128 [Limitation of Liability], 1929 [Intellectual Property Rights], 20 32 [Dispute Resolution] and 21 36.1 [Governing Law] shall survive the termination or expiry or early termination of this Agreement, howsoever caused.

BREACH AND TERMINATION. If 8.1 Should any Party (“the Provider does not carry out Defaulting Party”) commit a breach of any of the Services in accordance with this Agreement provisions hereof, then the Trust may require other Party (“the Provider Aggrieved Party”) shall, if it wishes to enforce its rights hereunder, be obliged to give the Defaulting Party 10 (ten) days’ written notice to remedy the default within breach. If the Defaulting Party fails to comply with such time notice, the Aggrieved Party shall be entitled to cancel this Agreement or to claim immediate payment and/or performance by the Defaulting Party of all of the Defaulting Party’s obligations whether or not the due date for payment and/or performance shall have arrived, in either event without prejudice to the Aggrieved Party’s rights to claim damages. The a foregoing is without prejudice to such other rights as the Trust Aggrieved Party may reasonably specify by providing or providing again (as the case may be) without further charge have at law : Provided always that, notwithstanding anything to the Trust contrary contained in this Agreement, the provisions of this clause 8 shall be subject to the provisions of clause 9.1 and the Aggrieved Party shall not be entitled to cancel this Agreement for any breach by the Defaulting Party unless such part breach is a material breach going to the root of this Agreement and is incapable of being remedied by a payment of money or, if it is capable of being remedied by a payment of money, the Defaulting Party fails to pay the amount concerned within 10 (ten) days after such amount has been determined. 8.2 Without prejudice to any other remedies which either of the Services as required Parties may otherwise have in accordance with terms of the Agreement or at law, either of the Parties shall be entitled to terminate the Agreement, by written Notice to the other, in the event that: 8.2.1 either of the Parties is finally liquidated. 8.2.2 the controlling interest or ownership in either of the Parties becomes vested in a competitor of either of the Parties. For the purpose of this Agreement; and/or itself provide or procure clause, the party who makes this allegation shall carry the burden to prove same. 8.3 Delter shall be entitled to terminate this Agreement on written Notice to the Customer if the Customer breaches any provision of the Services or any part of the Services until the Trust shall be satisfied that the Provider is again able to carry out the Services in accordance this Agreement. If the cost to the Trust of executing or procuring such Services exceeds the amount which would have been payable to the Provider for carrying out the Services, the excess shall be paid by the Provider to the Trust in addition to any other sums payable by the Provider to the Trust licence agreement in respect of the breach; and/or without determining the whole Software. 8.4 The termination of the Agreement, determine for whatever reason, shall not affect the rights of either of the Parties: 8.4.1 that may have accrued before the termination of the Agreement; or 8.4.2 which specifically or by their nature survives the termination of the Agreement. 8.5 Either of the Parties may terminate the Agreement in respect of part of the Services only and thereafter provide or procure the provision of such part of the Services itself. The remedies of the Trust under this Clause may be exercised concurrently in respect of at any default stage by the Provider. Either Party may terminate this Agreement by serving written notice on giving the other Party in the event: of serious or persistent unremedied breach of the other Party’s obligations under this Agreement; and that the other party is declared insolvent, enters into an arrangement or composition with or for the benefit of a creditor, has an administrator, receiver or administrative receiver appointed over all or any part 2 (two) calendar months’ Notice of its assets or ceases or threatens intention to cease to carry on its business. The Trust may terminate this Agreement in the event that the circumstances described in Clause 14 occur. The Trust may terminate this Agreement by giving when it considers that the Provider has completed all its obligations under this Agreement or by [please insert relevant period] months written notice to the Provider. This Agreement shall terminate automatically in the event that the Parties are no longer legally able to carry out the Services. The Parties may elect to terminate this Agreement in accordance with Clause 12.2, should the circumstances described in Clause 12.2, occur. The provisions of Clauses 6, 7, 8, 10, 11, 19, 20 and 21 shall survive the expiry or early termination of this Agreement, howsoever causeddo so.

BREACH AND TERMINATION. If 8.1 Should any Party (“the Provider does not carry out Defaulting Party”) commit a breach of any of the Services in accordance with this Agreement provisions hereof, then the Trust may require other Party (“the Provider Aggrieved Party”) shall, if it wishes to enforce its rights hereunder, be obliged to give the Defaulting Party 10 (ten) days’ written notice to remedy the default within breach. If the Defaulting Party fails to comply with such time notice, the Aggrieved Party shall be entitled to cancel this Agreement or to claim immediate payment and/or performance by the Defaulting Party of all of the Defaulting Party’s obligations whether or not the due date for payment and/or performance shall have arrived, in either event without prejudice to the Aggrieved Party’s rights to claim damages. The a foregoing is without prejudice to such other rights as the Trust Aggrieved Party may reasonably specify by providing or providing again (as the case may be) without further charge have at law : Provided always that, notwithstanding anything to the Trust contrary contained in this Agreement, the provisions of this clause 8 shall be subject to the provisions of clause 9.1 and the Aggrieved Party shall not be entitled to cancel this Agreement for any breach by the Defaulting Party unless such part breach is a material breach going to the root of this Agreement and is incapable of being remedied by a payment of money or, if it is capable of being remedied by a payment of money, the Defaulting Party fails to pay the amount concerned within 10 (ten) days after such amount has been determined. 8.2 Without prejudice to any other remedies which either of the Services as required Parties may otherwise have in accordance with terms of the Agreement or at law, either of the Parties shall be entitled to terminate the Agreement, by written Notice to the other, in the event that: 8.2.1 either of the Parties is finally liquidated; 8.2.2 the controlling interest or ownership in either of the Parties becomes vested in a competitor of either of the Parties. For the purpose of this Agreement; and/or itself provide or procure clause, the party who makes this allegation shall carry the burden to prove same; 8.3 The Contractor shall be entitled to terminate this Agreement on written Notice to the Customer if the Customer breaches any provision of the Services or any part of the Services until the Trust shall be satisfied that the Provider is again able to carry out the Services in accordance this Agreement. If the cost to the Trust of executing or procuring such Services exceeds the amount which would have been payable to the Provider for carrying out the Services, the excess shall be paid by the Provider to the Trust in addition to any other sums payable by the Provider to the Trust licence agreement in respect of the breach; and/or without determining the whole Software. 8.4 The termination of the Agreement, determine for whatever reason, shall not affect the rights of either of the Parties: 8.4.1 that may have accrued before the termination of the Agreement; or 8.4.2 which specifically or by their nature survives the termination of the Agreement. 8.5 Either of the Parties may terminate the Agreement in respect of part of the Services only and thereafter provide or procure the provision of such part of the Services itself. The remedies of the Trust under this Clause may be exercised concurrently in respect of at any default stage by the Provider. Either Party may terminate this Agreement by serving written notice on giving the other Party in the event: of serious or persistent unremedied breach of the other Party’s obligations under this Agreement; and that the other party is declared insolvent, enters into an arrangement or composition with or for the benefit of a creditor, has an administrator, receiver or administrative receiver appointed over all or any part 2 (two) calendar months’ Notice of its assets or ceases or threatens intention to cease to carry on its business. The Trust may terminate this Agreement in the event that the circumstances described in Clause 14 occur. The Trust may terminate this Agreement by giving when it considers that the Provider has completed all its obligations under this Agreement or by [please insert relevant period] months written notice to the Provider. This Agreement shall terminate automatically in the event that the Parties are no longer legally able to carry out the Services. The Parties may elect to terminate this Agreement in accordance with Clause 12.2, should the circumstances described in Clause 12.2, occur. The provisions of Clauses 6, 7, 8, 10, 11, 19, 20 and 21 shall survive the expiry or early termination of this Agreement, howsoever causeddo so.