Common use of BREACH AND TERMINATION Clause in Contracts

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

BREACH AND TERMINATION. 17.1 20.1 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 20.2 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 20.3 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 20.4 Notwithstanding this clause 1720, Transnet may cancel this Agreement: (a) without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 20.5 The provisions of clauses 2 [Definitions], 11 14 [Warranties], 16 19 [Rights on Cancellation], 20 23 [Confidentiality], 23 26 [Limitation of Liability], 24 27 [Intellectual Property Rights], 27 30 [Dispute Resolution] and 31.1 34.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 Transnet 13.1 MRC/UVRI & LSHTM may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 Notwithstanding this clause 17, Transnet may cancel this Agreement: (a) without cause by giving 30 [thirty] calendar days prior not less than thirty (30) days’ written notice thereof to the Supplier, or. (b) 13.2 In the event of a material breach of this Agreement by notice in writing to the Supplier, where MRC/UVRI & LSHTM shall give the Supplier 14 days’ written notice of such breach, and if the Supplier fails to provide Transnet remedy the breach forthwith to the satisfaction of MRC/UVRI & LSHTM, MRC/UVRI & LSHTM shall have the right to terminate this Agreement immediately, without prejudice to its right to claim damages (contractual and / or delictual). 13.3 MRC/UVRI & LSHTM may terminate this Agreement in terms of clause 5.3; in terms of clause 6.4; in terms of clause 9.11; in terms of clause 13.1, or the Supplier becomes Insolvent or there is a change in the ownership, control or management of the Supplier; or for any other reason expressed for termination in this Agreement, all without prejudice to its right to claim damages (contractual and / or delictual). 13.4 For these purposes, a party shall be deemed "Insolvent" upon commencement of insolvency proceedings, or any arrangement with creditors, business rescue, winding up, dissolution, administration, liquidation, receivership (administrative or otherwise), bankruptcy, the suspension of payments, any form of seizure not lifted within 2 months, a moratorium of indebtedness, or any similar proceedings in any jurisdiction in each case in respect of that party. 13.5 The Supplier's only right of termination will be to terminate this Agreement if MRC/UVRI & LSHTM fails to pay an amount due under a valid Tax Clearance Certificate issued invoice submitted by the South African Revenue Service Supplier (and the amount of such invoice is not subject to a genuine dispute), and that failure has not been rectified within 30 days of receipt of the second of two written notices being at any time during the currency of this Agreementleast 14 days apart, requiring payment to be made. 17.5 The provisions of clauses 2 [Definitions], 11 [Warranties], 16 [Rights on Cancellation], 20 [Confidentiality], 23 [Limitation of Liability], 24 [Intellectual Property Rights], 27 [Dispute Resolution] and 31.1 [Governing Law] shall survive 13.6 Following termination or expiry of this Agreement (as the case may be) the Supplier must immediately return or, at MRC/UVRI & LSHTM's request, destroy all property, materials or records in its possession or under its control belonging or relating to MRC/UVRI & LSHTM to which the Agreement relates. 13.7 Should this Agreement terminate by the effluxion of time and the Supplier and MRC/UVRI & LSHTM continue to operate as if this Agreement is in force, and the parties fail to renew this Agreement, the parties shall be deemed to have entered into a periodic agreement on the same terms and conditions as this Agreement, subject to the right of MRC/UVRI & LSHTM to terminate on 30 days written notice to the Supplier. 13.8 The Supplier acknowledges that the termination of this Agreement in accordance with its terms shall simply be a termination of Services. MRC/UVRI & LSHTM shall not be obliged to take over the employment of the Supplier’s employees and / or be liable for any claims by the Supplier’s employees as a result of the termination of this Agreement. The Supplier shall at all times whether during or after termination or expiry of this Agreement indemnify, on an after tax basis, and keep indemnified MRC/UVRI & LSHTM against all losses, claims, damages, liabilities and expenses (including all reasonable legal fees on an attorney and own client basis) incurred by or awarded against MRC/UVRI & LSHTM arising out of or in relation to any claim or potential claim by the Supplier or any of its employees under any labour legislation in Uganda.

BREACH AND TERMINATION. 17.1 18.1 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 18.2 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 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 Service Provider by notice in writing to the SupplierService Provider. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 18.4 Notwithstanding this clause 1718, Transnet may cancel this Agreement: (a) without cause by giving 30 [thirty] calendar days prior written notice thereof to the SupplierService Provider, or (b) by notice in writing to the SupplierService Provider, where the Supplier Service Provider fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 18.5 The provisions of clauses 2 [Definitions], 11 12 [Warranties], 16 17 [Rights on Cancellation], 20 21 [Confidentiality], 23 24 [Limitation of Liability], 24 [Intellectual Property Rights], 27 26 [Dispute Resolution] and 31.1 30.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 20.1 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 05 [thirtyfive] calendar working days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 20.2 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 20.3 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 20.4 Notwithstanding this clause 1720, Transnet may cancel this Agreement: (a) without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 20.5 The provisions of clauses 2 [Definitions], 11 14 [Warranties], 16 19 [Rights on Cancellation], 20 24 [Confidentiality], 23 26 [Limitation of Liability], 24 27 [Intellectual Property Rights], 27 30 [Dispute Resolution] and 31.1 34.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 16.1 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 16.2 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 16.3 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 16.4 Notwithstanding this clause 1716, Transnet may cancel this Agreement: (a) without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 16.5 The provisions of clauses 2 [Definitions], 11 10 [Warranties], 16 15 [Rights on Cancellation], 20 [Confidentiality], 23 22 [Limitation of Liability], 24 23 [Intellectual Property Rights], 27 26 [Dispute Resolution] and 31.1 30.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 19.1 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 19.2 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 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 Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 19.4 Notwithstanding this clause 1719, Transnet may cancel this Agreement: (a) without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 19.5 The provisions of clauses 2 [Definitions], 11 13 [Warranties], 16 18 [Rights on Cancellation], 20 23 [Confidentiality], 23 25 [Limitation of Liability], 24 26 [Intellectual Property Rights], 27 29 [Dispute Resolution] and 31.1 33.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 22.1 Termination in accordance with clause 6 [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect. 22.2 In the event that this Agreement is terminated by the Supplier under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause 22 [Breach and Consequences of Termination], Transnet will pay to the Supplier all outstanding Fees [apportioned on a pro rata basis] relating to the work undertaken by the Supplier up until the date of such termination. Transnet will also pay the costs of any goods and materials ordered by the Supplier in relation to the such work for which the Supplier has paid or is legally obliged to pay, in which case, on delivery of such goods or materials, the Supplier will promptly deliver such goods and materials to Transnet or as it may direct. 22.3 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 22.4 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 22.5 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier Supplier/Service Provider by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 22.6 Notwithstanding this clause 1722, Transnet may cancel this Agreement: (a) without Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 22.7 The provisions of clauses 2 [Definitions], 11 17 [Warranties], 16 22 [Rights on Cancellation], 20 26 [Confidentiality], 23 28 [Limitation of Liability], 24 29 [Intellectual Property Rights], 27 32 [Dispute Resolution] and 31.1 36.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 29.1 Termination in accordance with clause 6 [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect. 29.2 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 29.3 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 29.4 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 29.5 Notwithstanding this clause 1729, Transnet may cancel this Agreement: (a) Agreement without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 29.6 The provisions of clauses 2 [Definitions], 11 22 [Warranties], 16 28 [Rights on Cancellation], 20 33 [Confidentiality], 23 35 [Limitation of Liability], 24 [Intellectual Property Rights], 27 38 [Dispute Resolution] and 31.1 42.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 32.1 Termination in accordance with clause 6 [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect. 32.2 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 32.3 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 32.4 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 32.5 Notwithstanding this clause 1732, Transnet may cancel this Agreement: (a) Agreement without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 32.6 The provisions of clauses 2 [Definitions], 11 25 [Warranties], 16 31 [Rights on Cancellation], 20 36 [Confidentiality], 23 38 [Limitation of Liability], 24 [Intellectual Property Rights], 27 41 [Dispute Resolution] and 31.1 45.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 If either Party [the Defaulting Party] commits a material breach of this the Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this the Agreement, to terminate this the Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 . Either Party may terminate this the Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) : a voluntary arrangement or composition or reconstruction of its debts; b) ; its winding-up or dissolution; c) ; the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) ; any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 Transnet . Employer may terminate this the Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 . Notwithstanding this clause 1720, Transnet AUTOPAX may cancel this the Agreement: (a) : without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) or by notice in writing to the Supplier, where the Supplier fails to provide Transnet Employer with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this the Agreement. 17.5 . The provisions of clauses 2 [Definitions], 11 14 [Warranties], 16 19 [Rights on Cancellation], 20 24 [Confidentiality], 23 26 [Limitation of Liability], 24 27 [Intellectual Property Rights], 27 30 [Dispute Resolution] and 31.1 34.1 [Governing Law] shall survive termination or expiry of this the Agreement. This Contract may be terminated by either Party by giving a 30 (thirty) days’ notice or following the occurrence of either the Contractor’s Default or Employer’s Default. If termination is as a result of the Employer’s Default, the Contractor shall be entitled to payment for all the Services undertaken by the Contractor up to the date of termination.

BREACH AND TERMINATION. 17.1 If either Party [10.1 In the Defaulting Party] commits a material breach event that the District believes the Service Provider has violated any of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, the District may notify the Service Provider of the alleged violation in writing. The Service Provider shall, within thirty (30) days following the date of notice, correct the deficiency and provide the District with written confirmation that the deficiency has been corrected. If the Service Provider contends that the alleged violation has not occurred or that any act or omission does not constitute a violation, it shall provide a written objection to the District of its contention within ten (10) calendar days following the date of the notice of violation. The parties then shall attempt to resolve their differences informally. If the parties cannot reach an agreement within thirty (30) days following the Service Provider's notice of objection, the parties will submit the matter either to mediation, or if both parties agree, to binding arbitration. If arbitration is selected, the matter shall be submitted to an arbitrator with membership in the American Arbitration Association. If mediation is selected, the mediator selected will be by agreement of the parties, or if the parties cannot agree on a mediator, the Henderson County Judge shall select the mediator. 10.2 Notwithstanding any other provision of this Agreement, the District may terminate this Agreement for any reason by providing the Service Provider a ninety (90) day written notice of termination, unless the Service Provider is in violation of any provision of this Agreement and the District desires to terminate this Agreement forthwith without any liability for cause or this Agreement has not been renewed and without prejudice is under the month-to-month term as set forth in Section 11.4, in which event the Agreement may be terminated on a thirty (30) day notice from the District to any claims which the Aggrieved Party may have for damages against the Defaulting PartyService Provider. 17.2 Either Party 10.3 Notwithstanding any other provision of this Agreement, the Service Provider may terminate this Agreement forthwith for any reason by providing the District a ninety (90) day written notice of termination, unless the District is in writing violation of any provision of this Agreement and the Service Provider desires to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of for cause or this Agreement has not been renewed and is under the month-to-month term as set forth in Section 11.4, in which event the Agreement may be terminated on a change of control of thirty (30) day notice from the Supplier by notice in writing Service Provider to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwiseDistrict. 17.4 Notwithstanding this clause 17, Transnet may cancel this Agreement: (a) without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 The provisions of clauses 2 [Definitions], 11 [Warranties], 16 [Rights on Cancellation], 20 [Confidentiality], 23 [Limitation of Liability], 24 [Intellectual Property Rights], 27 [Dispute Resolution] and 31.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 If 26.1 Subject to the provisions of this clause 26, in the event of either Party [the ("Defaulting Party] commits ") committing a material breach of any provisions of this Agreement and fails failing to remedy such breach within 30 [thirty] calendar by no later than 14 (fourteen) days of after having received written notice thereof, from the other Party [hereinafter ("Aggrieved Party") to remedy such breach, the Aggrieved Party], Party shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, entitled to terminate this Agreement forthwith without any liability and immediately by notice in writing to the Defaulting Party, without prejudice to any claims which the Aggrieved Party may have for its claim to recover damages against from the Defaulting PartyParty in respect of such breach. 17.2 Either 26.2 Notwithstanding the provisions of clause 26.1, either Party may terminate this Agreement forthwith by notice in writing to the other Party when in the event that the other Party – 26.2.1 is subject to an Insolvency Event; or 26.2.2 is unable to pay continue operating its debts as they fall business due to any licence, permit, certificate, consent, exemption or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment other legal requirement of a liquidatormaterial nature expiring or being withdrawn, trustee, receiver, administrative receiver terminated or similar officer; d) refused for any similar action, application or proceeding in any jurisdiction to which it is subjectreason whatsoever. 17.3 Transnet 26.3 Notwithstanding any provision to the contrary contained herein NSA may terminate this Agreement at with immediate effect and without prejudice to any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to other rights it may have against the Supplier. For the purposes of this clause, control means including the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 Notwithstanding this clause 17, Transnet may cancel this Agreement: (a) without cause by giving 30 [thirty] calendar days prior written notice thereof to claim and recover damages from the Supplier, or (b) by providing written notice in writing of such termination to the Supplier, where Supplier in the event that the Supplier fails – 26.3.1 breaches the provisions of clause 25; 26.3.2 makes any statement or representation to provide Transnet NSA which NSA considers to be materially incorrect or untrue in connection with a valid Tax Clearance Certificate issued any information furnished by the South African Revenue Service at any time during the currency it in respect of this Agreement. 17.5 26.4 NSA may terminate this Agreement without cause by providing the Supplier with 30 (thirty) days written notice of such termination. The Parties agree that such termination by NSA shall not form the subject of any arbitration or review and shall be binding upon the Supplier, who shall have no claim of any nature or howsoever arising against NSA out of such termination, save for payment of all amounts which may be lawfully due and payable to the Supplier by NSA for Goods sold and delivered and/or for Services rendered pursuant to the provisions of clauses 2 [Definitions]this Agreement up to the expiry of the said period of 30 (thirty) days. 26.5 In the event that the Supplier's ability to supply the Goods and/or Services becomes diminished in a manner considered material by NSA, 11 [Warranties]in its sole and unfettered discretion then such action shall be deemed to be a breach of this Agreement and, 16 [Rights on Cancellation]notwithstanding any provision to the contrary contained herein, 20 [Confidentiality]shall entitle NSA to give notice as is provided for in clause 26.1 above. 26.6 Despite the duration of this Agreement and without detracting from NSA's rights of termination in terms of this clause 26, 23 [Limitation it is specifically agreed that NSA may terminate any SOW at any time by giving the Supplier 30 (thirty) days' prior written notice of Liability]such termination without having to provide any reason for termination. 26.7 Any termination of this Agreement pursuant to the provisions of this Agreement will be without prejudice to any claim which any Party may have in respect of any prior breach of the terms and conditions of this Agreement by the other Party. 26.8 Clauses 1, 24 [Intellectual Property Rights]3, 27 [Dispute Resolution] 18, 19, 21, 25, 26, 27, 28, 29, 32, 34, 35 and 31.1 [Governing Law] 38 shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 16.1 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 16.2 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 16.3 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 16.4 Notwithstanding this clause 1716, Transnet may cancel this Agreement: (a) without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 16.5 The provisions of clauses 2 [Definitions], 11 10 [Warranties], 16 15 [Rights on Cancellation], 20 19 [Confidentiality], 23 22 [Limitation of Liability], 24 23 [Intellectual Property Rights], 27 26 [Dispute Resolution] and 31.1 30.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 23.1 Termination in accordance with clause 6 [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect. 23.2 In the event that this Agreement is terminated by the Supplier under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause 23 [Breach and Consequences of Termination], Transnet will pay to the Supplier all outstanding Fees [apportioned on a pro rata basis] relating to the work undertaken by the Supplier up until the date of such termination. Transnet will also pay the costs of any goods and materials ordered by the Supplier in relation to the such work for which the Supplier has paid or is legally obliged to pay, in which case, on delivery of such goods or materials, the Supplier will promptly deliver such goods and materials to Transnet or as it may direct. 23.3 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 23.4 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 23.5 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier Supplier/Service Provider by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 23.6 Notwithstanding this clause 1723, Transnet may cancel this Agreement: (a) without Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 23.7 The provisions of clauses 2 [Definitions], 11 17 [Warranties], 16 22 [Rights on Cancellation], 20 27 [Confidentiality], 23 29 [Limitation of Liability], 24 30 [Intellectual Property Rights], 27 33 [Dispute Resolution] and 31.1 37.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, The following termination rights are in addition to any other termination rights and remedies that it may have provided elsewhere in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 Notwithstanding this clause 17, Transnet may cancel this Agreement: (a) without cause by giving 30 [thirty] calendar If either party hereto is in breach of any of the terms and conditions of this Agreement, and fails to cure the breach within thirty (30) days prior after the date of receipt of written notice thereof 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 be cured within thirty (30) days fails within thirty (30) days of such notice to use its best efforts and proceed with due diligence to cure such breach, the party not in breach shall have the right to terminate this Agreement forthwith by written notice to the Supplier, orparty in breach. The parties agree that following the receipt of written notice of a breach of this Agreement all due diligence will be used to cure such breach. (b) Either party hereto shall have the right to terminate this Agreement forthwith by written notice in writing to the Supplierother party in the event that such other party shall be adjudicated bankrupt, where becomes insolvent, makes any assignment for the Supplier fails benefit of its creditors, has its assets placed in the hands of a receiver, files or has filed against it a petition in bankruptcy, or be dissolved or liquidated. In the event that Kend▇▇▇ ▇▇▇minates this Agreement pursuant to provide Transnet this Section 14(b), Gerber, its receivers, representatives, trustees, agents, or successors shall have no right to sell, exploit or in any way deal with the Licensed Products, except in accordance with the written consent and instructions of Kend▇▇▇. (c) Gerber may terminate this Agreement by two years' prior written notice to Kend▇▇▇ ▇▇▇ with such notice will submit to Kend▇▇▇ ▇▇▇ its approval a valid Tax Clearance Certificate issued by detailed plan as to the South African Revenue Service phasing out of the two year use of the Licensed Trademarks so that at any time during the currency end of the period, Gerber shall have ceased all use of the Licensed Trademarks. (d) Except as provided in Section 14(g) below, upon the termination of this Agreement. 17.5 The provisions , Gerber agrees to immediately and permanently discontinue the manufacture, sale and distribution of clauses 2 [Definitions]the Licensed Products, 11 [Warranties]and to immediately and permanently discontinue use of the Licensed Trademarks, 16 [Rights on Cancellation]its special logo and any packaging trade dress, 20 [Confidentiality]including any adaptations thereof, 23 [Limitation of Liability], 24 [Intellectual Property Rights], 27 [Dispute Resolution] and 31.1 [Governing Law] shall survive termination or expiry which it is granted the right to use by virtue of this AgreementAgreement and Gerber shall not register or use the Licensed Trademarks for any goods whatsoever.

BREACH AND TERMINATION. 17.1 If either A Party [to this Agreement shall be in default if it: Fails to pay any amount due by it in terms of this Agreement, by the Defaulting Party] commits due date, and fails to remedy such breach within 14(fourteen) days of written notice to do so; or Commits a material breach of any provision of this Agreement and fails to remedy such breach within 30 [(thirty] calendar ) days of following a written notice thereofto do so by the other party. If any document, information, representation and data provided on the basis of which this Agreement has been entered into is found to be incorrect, misleading or false. Notwithstanding the tenor stipulated hereinabove, this Agreement may be terminated at any time by either Party, for any cause whatsoever and without assigning a reason upon giving thirty (30) days prior written notice to the other Party. If a Party is in Default, the other aggrieved Party [hereinafter the Aggrieved Party], shall be entitled, entitled to terminate this Agreement in addition to all other remedies it may be entitled in law. Notwithstanding anything stated herein, a Party may without prejudice to any other rights therein, at any time and remedies by giving written notice, forthwith terminate the Agreement if: The Party has any reason to believe that the other Party or anyone employed by him/her/it may or acting on his/her/its behalf, whether with or without the Party’s knowledge, engage in a fraudulent practice in connection with this Agreement. There is a substantial change of ownership or in the control of the other Party (save in the event of the restructuring of the group of companies of which the parties form part), without prior notification of such change to the other Party; The other party fail to satisfy a judgment against him/her/it within 21 (twenty one) days after becoming aware of the judgment, except if the Party provides evidence on an ongoing basis to the reasonable satisfaction of the other Party that steps have been initiated within the 21 (twenty one) days to appeal or rescind the judgment and to procure suspension of execution of the judgment and that steps are being expeditiously pursued. The period of 21 (twenty one) days shall run from the date following the date on which the attempts to procure the suspension of the execution fail; or The other Party act against the expressed policies and instructions of the Agreement as expressed in terms of this Agreement. The Super Agent shall be entitled to terminate the Agreement (in addition to whatever other rights which it has at law) with immediate effect on grounds of gross misconduct, fraud or forgery committed by the Super-Agent without notice and liability for compensation or damages on the happening of any of the following events: The Independent-Agent fails to comply with any of its express or implied obligations under this Agreement. The Independent-Agent fails to perform its duties under this Agreement to Super Agent’s reasonable satisfaction. The Independent-Agent or any of its personnel/representative is guilty of any misconduct or willful neglect in the discharge of its duties under this Agreement. The Independent-Agent is guilty of any act which brings the Super Agent into disrepute or which in the Super Agent’s reasonable opinion is prejudicial to its interest. The Independent-Agent’s services are no longer required by the Super Agent. Notwithstanding any other provision contained in this Agreement, in the event that the Super-Agent fails to provide the Agent Banking Services as agreed, then the Super Agent shall be permitted to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for claim damages against the Defaulting Partyor loss suffered in lieu of such failure. 17.2 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 Notwithstanding this clause 17, Transnet may cancel this Agreement: (a) without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 The provisions of clauses 2 [Definitions], 11 [Warranties], 16 [Rights on Cancellation], 20 [Confidentiality], 23 [Limitation of Liability], 24 [Intellectual Property Rights], 27 [Dispute Resolution] and 31.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;; or d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 Notwithstanding this clause 17, Transnet may cancel this Agreement: (a) Agreement without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 The provisions of clauses 2 [Definitions], 11 [Warranties], 16 [Rights on Cancellation], 20 [Confidentiality], 23 22 [Limitation of Liability], 24 23 [Intellectual Property Rights], 27 26 [Dispute Resolution] and 31.1 30.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 If either 12.1 Should a Party [(“the Defaulting Party] commits ”) commit a material breach of any provision of this Agreement and fails fail to remedy such breach within 30 [thirty] calendar 14 (fourteen) days from the date of written notice thereof, the from any other Party [hereinafter to this Agreement (“the Aggrieved Party]”) calling upon it to do so, the Aggrieved Party shall have the right, without prejudice to any other rights available in law, either: 12.1.1 if the breach complained of can be fully remedied by the payment of money, to take whatever action may be necessary to obtain payment of the amounts required by the Aggrieved Party to remedy such breach; or 12.1.2 if the breach complained of cannot be fully remedied by the payment of money, or, alternatively, if it can be so remedied and payment of any amounts claimed by the Aggrieved Party in terms of clause 12.1.1 is not made to the Aggrieved Party within 7 (seven) days of the date of determination through arbitration or legal process of the amount legally payable, to take whatever action may be necessary to enforce its rights under this Agreement or to terminate this Agreement, and in either event to claim such damages as it may have suffered as a result of such breach of contract. 12.2 The Defaulting Party shall be liable for all costs and expenses (calculated on an attorney and own client scale) incurred as a result of or in connection with the default. 12.3 Without limiting the generality of this clause 12, if at any time it is or becomes unlawful for the Company to perform or comply with any or all of its obligations under this Agreement or any of its obligations under this Agreement are not or cease to be legal, valid, binding and enforceable, the Company shall be entitled, in addition without prejudice to any other rights and or remedies that which it may have under this Agreement or otherwise, by written notice to the Subscriber, to claim immediate payment of the balance of the Subscription Price and all Interest accrued in terms thereof regardless of this Agreementwhether or not such amounts are then otherwise due and payable. 12.4 Notwithstanding the aforesaid, should the Subscriber institute and/or cause to be instituted, any legal action of any nature whatsoever against the Company, the Company shall have the right, exercisable by written notice given to the Subscriber at any time after the institution of any such legal action, to terminate this Agreement forthwith without and purchase from the Subscriber all of the Subscription Shares at a value determined by the Auditors less any liability and without prejudice to any claims which amounts owed by the Aggrieved Party may have for damages against the Defaulting Party. 17.2 Either Party may terminate this Agreement forthwith by notice in writing Subscriber 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 Company in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subjectclause 5.1. 17.3 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 Notwithstanding this clause 17, Transnet may cancel this Agreement: (a) without cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 The provisions of clauses 2 [Definitions], 11 [Warranties], 16 [Rights on Cancellation], 20 [Confidentiality], 23 [Limitation of Liability], 24 [Intellectual Property Rights], 27 [Dispute Resolution] and 31.1 [Governing Law] shall survive termination or expiry of this Agreement.

BREACH AND TERMINATION. 17.1 23.1 Termination in accordance with clause 6 [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect. 23.2 In the event that this Agreement is terminated by the Supplier under clause 6 [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause 23 [Breach and Consequences of Termination], Transnet will pay to the Supplier all outstanding Fees [apportioned on a pro rata basis] relating to the work undertaken by the Supplier up until the date of such termination. Transnet will also pay the costs of any goods and materials ordered by the Supplier in relation to the such work for which the Supplier has paid or is legally obliged to pay, in which case, on delivery of such goods or materials, the Supplier will promptly deliver such goods and materials to Transnet or as it may direct. 23.3 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 17.2 23.4 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to which it is subject. 17.3 23.5 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in writing to the Supplier. For the purposes of this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 17.4 23.6 Notwithstanding this clause 1723, Transnet may cancel this Agreement: (a) without Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or (b) by notice in writing to the Supplier, where the Supplier fails to provide Transnet with a valid Tax Clearance Certificate issued by the South African Revenue Service at any time during the currency of this Agreement. 17.5 23.7 The provisions of clauses 2 [Definitions], 11 17 [Warranties], 16 22 [Rights on Cancellation], 20 27 [Confidentiality], 23 29 [Limitation of Liability], 24 30 [Intellectual Property Rights], 27 33 [Dispute Resolution] and 31.1 37.1 [Governing Law] shall survive termination or expiry of this Agreement.