Common use of BREACH AND TERMINATION Clause in Contracts

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

BREACH AND TERMINATION. 21.1 Either 10.1 If a Party shall be entitled to give notice to terminate this Agreement with immediate effect, such termination to be effective upon deemed receipt of such notice, if the other (Defaulting Party: 21.1.1 fails to pay ) commits any amount due by it in terms of this Agreement, by the due date, and fails to remedy such breach within 21 days of receiving written notice to do so; or 21.1.2 commits a breach of any provision of this Agreement and fails to remedy such breach within 21 days 20 (twenty) Business Days (Notice Period) of receiving written notice requiring the breach to do sobe remedied, then the Party giving the notice (Aggrieved Party) will be entitled, at its option: 10.1.1 to claim immediate specific performance of all or any of the Defaulting Party's obligations under this Agreement, 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 Defaulting Party's obligations; or 21.1.3 takes steps 10.1.2 to place itselfcancel this Agreement, with or without claiming damages, in which case written notice of the cancellation shall be given to the Defaulting Party, and the cancellation shall take effect on the giving of the notice. No Party shall be entitled to cancel this Agreement unless the breach is placed a material breach. A breach will be deemed to be a material breach if: 10.1.2.1 it is capable of being remedied, but is not so remedied within the Notice Period; or 10.1.2.2 it is incapable of being remedied and payment in liquidation or under administrationmoney will compensate for such breach but such payment is not made once finally determined, whether voluntary or compulsory provided that, without derogating from clauses 10.1.1 and whether provisionally or finally; 21.1.4 10.1.2, the Implementation Date shall be postponed to the second Business Day following the expiry of the Notice Period in the event that the Implementation Date is scheduled to occur prior to the end of any Notice Period. 10.2 The Parties agree that any costs awarded will be recoverable on an attorney-and-own-client scale unless the arbitrators or the court, as the case may be, specifically determine that such scale shall not apply, in which event the costs will be recoverable in accordance with the High Court tariff, determined on an attorney-and-client scale. 10.3 The Aggrieved Party's remedies in terms of this clause 10 are without prejudice to any other remedies to which the Aggrieved Party may be entitled in law. 10.4 Notwithstanding the aforegoing, after Closing, none of the Customer, commits a breach by failing Parties will have the right to satisfy any obligations for which it is liable in the ordinary course of its operation as a statutory body; 21.1.5 engages in a fraudulent practice in connection with cancel this Agreement or otherwise; 21.1.6 any other Transaction Document as a Party fails to satisfy a judgment against it within 21 days after that Party becomes aware of the judgment, except if that Party provides evidence on an ongoing basis to the reasonable satisfaction of the other Party that steps have been initiated within the 21 (twenty-one) days to appeal or rescind the judgment and to procure suspension of execution of the judgment and that such steps are being expeditiously pursued. The period of 21 days shall run from the date succeeding the date on which judgment becomes final, or the date on which the attempts to procure the suspension of the execution fail; 21.2 The termination of this Agreement will not prejudice the rights result of a Party to claim damages or to obtain any other relief in respect of any breach of the terms and conditions of this Agreementthereof. 21.3 Termination of this Agreement will not relieve a Party of obligations imposed upon such Party by statute or regulation or by this Agreement prior to its termination. 21.4 On termination of this Agreement for any reason whatsoever, each Party must promptly return to the other and permanently delete from all computer and/or electronic media all Confidential Information and/or Intellectual Property (including all copies thereof) belonging to the other Party and will provide to the other Party a certificate signed by a director of that Party confirming that that Party has not retained any Confidential Information and/or Intellectual Property belonging to the other Party. Where electronic back-ups containing Confidential Information exist, if a Party is unable to remove the relevant information from the back-ups, it undertakes that such Confidential Information will remain confidential indefinitely.

BREACH AND TERMINATION. 21.1 Either 18.1 If any Party shall be entitled to give notice to terminate this Agreement with immediate effect, such termination to be effective upon deemed receipt of such notice, if the other Party: 21.1.1 fails to pay breaches any amount due by it in terms material provision or term of this Agreement, by agreement (other than those which contain their own remedies or limit the due date, remedies in the event of a breach thereof) and fails to remedy such breach within 21 14 (fourteen) days of receiving receipt of written notice requiring it to do so; or 21.1.2 commits a breach of any provision of this Agreement and fails so (or if it is not reasonably possible to remedy such the breach within 21 days of receiving written notice to do so; or 21.1.3 takes steps to place itself14 (fourteen) days, or is placed in liquidation or under administration, whether voluntary or compulsory and whether provisionally or finally; 21.1.4 within such further period as may be reasonable in the case of circumstances provided that the Customer, commits a Party in breach by failing to satisfy any obligations for which it is liable in the ordinary course of its operation as a statutory body; 21.1.5 engages in a fraudulent practice in connection with this Agreement or otherwise; 21.1.6 a Party fails to satisfy a judgment against it within 21 days after that Party becomes aware of the judgment, except if that Party provides furnishes evidence on an ongoing basis to the reasonable satisfaction of the other Party that steps have been initiated within the 21 (twenty-one) days to appeal or rescind the judgment and to procure suspension of execution of the judgment and that such steps are being expeditiously pursued. The period of 21 days shall run from the date succeeding the date on which judgment becomes final14 (fourteen) days, or the date on which the attempts to procure the suspension of the execution fail; 21.2 The termination of this Agreement will not prejudice the rights of a Party to claim damages or to obtain any other relief in respect of any breach of the terms and conditions of this Agreement. 21.3 Termination of this Agreement will not relieve a Party of obligations imposed upon such Party by statute or regulation or by this Agreement prior to its termination. 21.4 On termination of this Agreement for any reason whatsoever, each Party must promptly return to the other and permanently delete from all computer and/or electronic media all Confidential Information and/or Intellectual Property (including all copies thereof) belonging to the other Party and will provide to the other Party a certificate signed by a director of that Party confirming that that Party has not retained any Confidential Information and/or Intellectual Property belonging reasonably satisfactory to the other Party. Where electronic back-ups containing Confidential Information exist, that it has taken whatever steps are available to it, to commence remedying the breach)) then the aggrieved Party shall be entitled without notice, in addition to any other remedy available to it at law or under this agreement, including obtaining an interdict, to cancel this agreement or to claim specific performance of any obligation whether or not the due date for performance has arrived, in either event without prejudice to the aggrieved Party's right to claim damages, provided that notwithstanding anything to the contrary contained elsewhere herein the right immediately to terminate the Agreement shall also accrue to Canal Freight & Couriers in the event of: 18.1.1 any breach contemplated in 18.1 occurring 2 (two) times during any period of 12 (twelve) consecutive months; and 18.1.2 any other material breach of this Agreement occurring more than once in any period of 12 (twelve) consecutive months. 18.2 Canal Freight & Couriers shall further have the right forthwith to terminate this Agreement in the event of the Sub Contractor: 18.2.1 committing any act of insolvency as defined in the Insolvency Act 1936; or 18.2.2 being wound up, whether provisionally or finally and whether compulsorily or voluntarily or being placed under judicial management; or 18.2.3 entering into any arrangement or compromise with any of its creditors; or 18.2.4 being the subject of any resolution passed for its winding up or dissolution; or 18.2.5 having a judgement given against it in any court of law which, if appealable, is not appealed against within the period allowed for the lodging of such an appeal or, if not subject to an appeal, remains unsatisfied for a Party is unable to remove the relevant information from the back-ups, it undertakes that such Confidential Information will remain confidential indefinitely.period of 10 (ten) days; or 18.2.6 be found guilty of any offence involving dishonesty; or

BREACH AND TERMINATION. 21.1 Either 11.1 If either Party shall be entitled to give notice to terminate this Agreement with immediate effect, such termination to be effective upon deemed receipt of such notice, if the other Party: 21.1.1 fails to pay any amount due by it in terms of this Agreement, by the due date, and fails to remedy such breach within 21 days of receiving written notice to do so; or 21.1.2 commits a breach of breaches any provision or term of this Agreement and fails to remedy such breach within 21 14 days after receipt of receiving a written notice from the other party requiring it to do soso (or if it is not reasonably possible to remedy the breach within 14 days, within such further period as may be reasonable in the circumstances, provided that the Party in breach furnishes evidence within the period of 14 days that it has taken whatever steps are available to it to commence remedying the breach), then the aggrieved Party shall be entitled to: 11.1.1 cancel this Agreement; or 21.1.3 takes steps 11.1.2 claim specific performance 11.2 Notwithstanding anything to place itselfthe contrary herein contained, or this Agreement may further be terminated by one of the parties in the event that: 11.2.1 An order is placed in liquidation or under administrationmade by any court of competent jurisdiction, whether voluntary provisional or compulsory and whether provisionally final, for the winding up or finally; 21.1.4 in the case of the Customer, commits a breach by failing to satisfy any obligations for which it is liable in the ordinary course of its operation as a statutory body; 21.1.5 engages in a fraudulent practice in connection with this Agreement or otherwise; 21.1.6 a Party fails to satisfy a judgment against it within 21 days after that Party becomes aware of the judgment, except if that Party provides evidence on an ongoing basis to the reasonable satisfaction judicial management of the other Party that steps have been initiated party; 11.2.2 The other party passes a resolution for its voluntary winding up; 11.2.3 The other party cedes its rights under this agreement to any third party without the prior written consent of the other; 11.2.4 The other party compromises generally with its creditors otherwise than in the course of the re-structuring of its capital or its merger with a third party. 11.3 It is within the 21 (twenty-one) days to appeal or rescind the judgment and to procure suspension of execution right of the judgment Owner to voluntary terminate this agreement outside of what is provided for under 11.1 and that such steps 11.2 but subject to the following: 11.3.1 The Asset/s must not be in a Lactating period 11.3.2 The Asset/s are being expeditiously pursued. The period of 21 days shall run from the date succeeding the date on which judgment becomes final, or the date on which the attempts to procure the suspension of the execution fail; 21.2 The termination of this Agreement will not prejudice the rights in a state of a Party confirmed pregnancy 11.3.3 These is no unpaid invoices due for direct costs to claim damages or to obtain any other relief in respect of any breach of the terms and conditions of this AgreementManaging Party. 21.3 Termination of this Agreement will not relieve a Party of obligations imposed upon such Party by statute or regulation or by this Agreement prior to its termination. 21.4 11.4 On termination of this Agreement agreement the Owner shall collect its Asset/s from the location specified on the Livestock register within 30 Days, unless otherwise agreed in writing by both parties. All costs for any reason whatsoeverthe transportation of the Asset/s will be for the costs of the Owner. 11.5 Should the Owner not collect the Asset/s within the allotted time, each then the Managing Party must promptly return may make arrangements to recover costs, including storage and maintenance costs, and may sell the Asset/s to recover costs if necessary. 11.6 The Managing Party will reconcile the Owner account and pay the balance to the other and permanently delete from all computer and/or electronic media all Confidential Information and/or Intellectual Property (including all copies thereof) belonging to the other Party and will provide to the other Party a certificate signed by a director of that Party confirming that that Party has not retained any Confidential Information and/or Intellectual Property belonging to the other Party. Where electronic back-ups containing Confidential Information exist, if a Party is unable to remove the relevant information bank account stipulated in this agreement within 60 days from the back-ups, it undertakes that such Confidential Information will remain confidential indefinitelydate of termination.

BREACH AND TERMINATION. 21.1 Either 10.1 If a Party shall be entitled to give notice to terminate this Agreement with immediate effect, such termination to be effective upon deemed receipt of such notice, if the other PartySchedule: 21.1.1 10.1.1 fails to pay any amount due by it in terms of this Agreement, Schedule by the due date, and fails to remedy such breach within 21 30 (thirty) days of receiving written notice to do so; or 21.1.2 10.1.2 commits a material breach of any other provision of this Agreement Schedule and fails to remedy such breach within 21 30 (thirty) days of receiving written notice to do so; or 21.1.3 10.1.3 takes steps to place itself, or is placed in liquidation or under administrationliquidation, whether voluntary or compulsory and compulsory, or under judicial management, in either case whether provisionally or finally;, or is the subject of business rescue proceedings; or 21.1.4 in the case of the Customer, commits a breach by failing 10.1.4 take steps to satisfy any obligations for which it deregister itself or is liable in the ordinary course of its operation as a statutory body;deregistered; or 21.1.5 engages in a fraudulent practice in connection with this Agreement or otherwise; 21.1.6 a Party 10.1.5 fails to satisfy a substantial judgment against it that Party within 21 (twenty one) days after that Party becomes aware of the judgment, except if that Party provides evidence on an ongoing basis to the reasonable satisfaction of the other Party that steps have been initiated within the 21 (twenty-twenty one) days to appeal appeal, review or rescind the judgment and to procure suspension of execution of the that judgment and that such steps are being expeditiously pursued. The period of 21 (twenty-one) days shall run from the date succeeding the date on which the judgment becomes final, or the date on which the attempts to procure the suspension of the execution fail;, such Party shall be in default. ▇▇▇▇▇▇ Space Connect Continue Schedule G - ▇▇▇▇▇▇ Space Connect Page 11 of 21 21.2 The termination 10.2 If a Party is in default, the aggrieved Party shall be entitled, in addition to all other remedies to which it may be entitled at law, or in terms of this Agreement will not prejudice the rights of a Party Schedule, to claim damages or to obtain any other relief in respect of any breach of the terms and conditions of cancel this AgreementSchedule. 21.3 Termination of this Agreement will not relieve a Party of obligations imposed upon such Party by statute or regulation or by this Agreement prior to its termination. 21.4 On 10.3 Upon the termination of this Agreement for any reason whatsoever, each whatsoever of this Schedule all amounts then owing by one Party must promptly return to the other and permanently delete from all computer and/or electronic media all Confidential Information and/or Intellectual Property (including all copies thereof) belonging to the other Party will become immediately due and will provide to the other Party a certificate signed by a director of that Party confirming that that Party has not retained any Confidential Information and/or Intellectual Property belonging to the other Party. Where electronic back-ups containing Confidential Information exist, if a Party is unable to remove the relevant information from the back-ups, it undertakes that such Confidential Information will remain confidential indefinitelypayable.

BREACH AND TERMINATION. 21.1 Either 10.1. If either (“Offending”) Party commits a breach of this Agreement or fails to comply with any of the provisions hereof, then the other (“Innocent”) Party shall be entitled to give the Offending Party 14 (fourteen) days’ notice in writing to remedy such breach or failure, and if the Offending Party fails to comply with such notice within that period (or where such breach or failure is not reasonably capable of being remedied within that period or within such longer period as may be reasonable in the circumstances), then the Innocent Party shall forthwith be entitled, but not obliged, without prejudice to any other rights or remedies which the innocent Party may have in law, including the right to claim damages: 10.1.1. to terminate this Agreement; and/or 10.1.2. to claim immediate performance and/or payment of all the Offending Party’s obligations in terms hereof. 10.2. Notwithstanding anything to the contrary contained in this Agreement and without prejudice to any other rights or remedies which the Client may have in law, including the right to claim damages, the Client shall be entitled to terminate this Agreement with immediate effect, such termination to be effective upon deemed receipt immediately should it discover that the Products or the business of such notice, if the other Party: 21.1.1 TrustGro fails to pay any amount due by it comply with and adhere to all statutes, regulations and other laws regulating same,. 10.3. This Agreementmay be terminated:- 10.3.1. in terms writing through the mutual consent of this Agreement, by the due date, and fails to remedy such breach within 21 days of receiving written notice to do soParties; or 21.1.2 commits a breach of any provision of this Agreement and fails to remedy such breach within 21 days of receiving written notice to do so; or 21.1.3 takes steps to place itself, or is placed in liquidation or under administration, whether voluntary or compulsory and whether provisionally or finally; 21.1.4 in the case of the Customer, commits a breach 10.3.2. by failing to satisfy any obligations for which it is liable in the ordinary course of its operation as a statutory body; 21.1.5 engages in a fraudulent practice in connection with this Agreement or otherwise; 21.1.6 a either Party fails to satisfy a judgment against it within 21 days after that Party becomes aware of the judgment, except if that Party provides evidence on an ongoing basis to the reasonable satisfaction of giving the other Party that steps have been initiated within the 21 90 (twenty-oneninety) days to appeal or rescind the judgment and to procure suspension of execution of the judgment and that such steps are being expeditiously pursued. The period of 21 days shall run from the date succeeding the date on which judgment becomes final, or the date on which the attempts to procure the suspension of the execution fail; 21.2 The termination of this Agreement will not prejudice the rights of a Party to claim damages or to obtain any other relief in respect of any breach of the terms and conditions of this Agreement. 21.3 Termination of this Agreement will not relieve a Party of obligations imposed upon such Party by statute or regulation or by this Agreement Days written notice prior to its the intended date of termination. 21.4 On 10.4. Notwithstanding the termination of this Agreement for any reason whatsoeverwhatever reason, each Party must promptly return the Client hereby agrees to continue making deductions from Employees until the obligations of the concerned Employees towards TrustGro have been settled in full. 10.5. As from the date on which this Agreement is terminated, TrustGro will cease to provide Products to the other Employees and permanently delete from all computer and/or electronic media all Confidential Information and/or Intellectual Property (including all copies thereof) belonging the Client will have no obligation on transactions concluded between TrustGro and the Employees after the date of termination, subject to the other Party and will provide to the other Party a certificate signed by a director provisions of that Party confirming that that Party has not retained any Confidential Information and/or Intellectual Property belonging to the other Party. Where electronic back-ups containing Confidential Information exist, if a Party is unable to remove the relevant information from the back-ups, it undertakes that such Confidential Information will remain confidential indefinitely.clause 10.4

BREACH AND TERMINATION. 21.1 Either 22.1 If any Party shall be entitled to give notice to terminate this Agreement with immediate effect, such termination to be effective upon deemed receipt of such notice, if the other (“Defaulting Party: 21.1.1 fails to pay any amount due by it in terms of this Agreement, by the due date, and fails to remedy such breach within 21 days of receiving written notice to do so; or 21.1.2 ”) commits a breach of any provision of its obligations in terms of this Agreement and fails to remedy such that breach within 21 a period of 14 (fourteen) days of receiving written notice being called upon to do soso in writing by any of the other Parties, then that other Party may, at its option and without prejudice to any other rights which it may have at law: (a) sue for specific performance of the Defaulting Party’s obligation under this Agreement and any damages which it may have suffered as a result of that breach; orand/or 21.1.3 takes steps to place itself, or is placed (b) sue for damages in liquidation or under administration, whether voluntary or compulsory and whether provisionally or finally;lieu of specific performance. 21.1.4 (c) in the case of the CustomerSeller, commits a breach to the extent allowed by failing to satisfy law, demand and receive payment under any obligations guarantee and/or other security for which it is liable in the ordinary course such obligations, letter of its operation as a statutory body; 21.1.5 engages in a fraudulent practice in connection with credit or other credit support document without following any judicial procedure, provided that no Party may cancel this Agreement or otherwisethe sale herein unless otherwise permitted in this clause 22. 22.2 Notwithstanding clause 22.1, after the Signature Date, subject only to clause 22.4, none of the Parties will have the right to cancel this Agreement as a result of a breach of its provisions. 22.3 In the case of material breach committed prior to the Closing Date, the Buyers may, if committed by the Seller and the Seller may, if committed by the Buyers or either of them, terminate this Agreement prior to the Closing Date. Material breach shall include, but not be limited to breach of: (a) any material warranty or other material provision of this Agreement, provided that the Party in material breach has failed to remedy the material breach within 10 (ten) Business Days of written notice requiring the material breach to be remedied unless the 10 (ten) Business Days coincides with the Closing Date in which case, the Party in material breach must remedy that breach before the Closing Date even if the notice period is accordingly shorter than 10 (ten) Business Days; and/or (b) the restraint, lockout, intellectual property and/or confidentiality provisions recorded in this Agreement. 22.4 Any Party may terminate this Agreement prior to the Closing Date in the event that: (a) any other Party is, other than for the purposes of reconstruction or amalgamation, placed under voluntary or compulsory liquidation or sequestration, whether provisional or final; 21.1.6 a Party fails to satisfy a judgment against it within 21 days after that Party becomes aware (b) business rescue proceedings are commenced in terms of the judgment, except if that Party provides evidence on an ongoing basis to the reasonable satisfaction of the other Party that steps have been initiated within the 21 (twenty-one) days to appeal or rescind the judgment and to procure suspension of execution of the judgment and that such steps are being expeditiously pursued. The period of 21 days shall run from the date succeeding the date on which judgment becomes final, or the date on which the attempts to procure the suspension of the execution fail; 21.2 The termination of this Agreement will not prejudice the rights of a Party to claim damages or to obtain any other relief Companies Act in respect of any other Party; or (c) any other Party makes any arrangement or compromise with its creditors generally or ceases or threatens to cease to carry on business. 22.5 Any cancellation pursuant to this clause22 will be without prejudice to any claim a Party may have in respect of any prior breach of the terms and conditions of this Agreement. 21.3 Termination of this Agreement will not relieve a Party of obligations imposed upon such Party by statute or regulation or by this Agreement prior to its terminationanother Party. 21.4 On termination of this Agreement for any reason whatsoever, each Party must promptly return to the other and permanently delete from all computer and/or electronic media all Confidential Information and/or Intellectual Property (including all copies thereof) belonging to the other Party and will provide to the other Party a certificate signed by a director of that Party confirming that that Party has not retained any Confidential Information and/or Intellectual Property belonging to the other Party. Where electronic back-ups containing Confidential Information exist, if a Party is unable to remove the relevant information from the back-ups, it undertakes that such Confidential Information will remain confidential indefinitely.

BREACH AND TERMINATION. 21.1 Either Party shall be entitled 15.1 Notwithstanding the provisions of 4 above, if a party: 15.1.1 commits a material breach of any provision going to give notice to terminate the root of this Agreement with immediate effect, such termination to be effective upon deemed receipt of such notice, if the other Party: 21.1.1 fails (including a failure to pay any amount due by it in terms of this Agreement, by the due date, ) and fails to remedy such the breach within 21 fourteen (14) days of receiving receipt of a written notice to do so, provided that 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 shorter period; or 21.1.2 15.1.2 commits a breach of any provision of this Agreement and fails which breach does not in itself constitute a material breach, then the breaching party shall be obliged to remedy such the breach within 21 fourteen (14) days of receiving receipt of a written notice to do soso and failing such rectification, the provisions of 14 shall apply. Furthermore, in the event, that either party continuously or repetitively commits breaches which are in themselves not material to the Agreement, but, by virtue of the repetitive nature of such breaches amount, in the non-breaching party’s reasonable opinion, to a material breach, then such breach shall be deemed to be a material breach and the non-breaching party shall be entitled to the remedy afforded in 15.1.1. and 15.3; or 21.1.3 15.1.3 takes steps to place itself, or is placed placed, in liquidation liquidation, either voluntarily or compulsorily, or under administration, whether voluntary or compulsory and judicial management whether provisionally or finally;; or 21.1.4 15.1.4 commits an act which could be an act of insolvency (as defined in the case of the Customer, commits Insolvency Act from time to time) if committed by a breach by failing to satisfy any obligations for which it is liable in the ordinary course of its operation as a statutory body;natural person; or 21.1.5 engages in a fraudulent practice in connection with this Agreement or otherwise; 21.1.6 a Party 15.1.5 fails to satisfy a judgment judgement against it that party within 21 10 days after that Party party becomes aware of the judgmentjudgement, except that if that Party the party provides evidence on an ongoing basis to the reasonable satisfaction of the other Party party that steps have been initiated within the 21 (twenty-one) 10 days to appeal appeal, review or rescind the judgment judgement and to procure suspension Suspension of execution of the judgment and that such steps are being expeditiously pursued. The , the period of 21 10 days shall run from the date succeeding the date on which judgment that judgement becomes final, final or the date on which the attempts attempt to procure the suspension Suspension of execution fails; that party shall be in default. 15.2 The Company shall be in breach of its obligations if:- 15.2.1 There is a change in management or ownership occurring in any person, body or entity who/ which has stood as surety or security for the Company’s obligation to MTN and such surety has not been replaced by a financial guarantee in a form and manner acceptable by MTN; or 15.2.2 If such person, body or entity which has stood as surety for the Company’s obligations is placed under provisional or final liquidation or interim or final receivership or judicial management or if that party has become insolvent or compromises or attempts to compromise its creditors; 15.2.3 then MTN shall be entitled to exercise the rights afforded to it in 15.1 and 15.3. 15.3 If a party is in default, the other party (the “aggrieved party”) shall be entitled, in addition to other remedies afforded to it in law, to: 15.3.1 cancel this Agreement in which event the aggrieved party shall be entitled to claim damages; or 15.3.2 uphold this Agreement, in which event the full balance owing, and all other obligations owed, by the party in default shall, at the option of the execution fail;aggrieved party, become immediately due, payable and enforceable. 21.2 15.4 In the event of the License terminating for any reason or the regulations applicable to MTN and/or the telephony industry change to the extent that MTN’s position and/or ability to perform its obligations as required in this Agreement, is affected then, MTN shall be entitled to immediately serve notice of its intention to terminate this Agreement. The notice period of such termination of this Agreement will notice shall be reasonable in the circumstances. Such termination by MTN shall not prejudice the rights of constitute a Party to claim damages or to obtain any other relief in respect of any breach of the terms Agreement by MTN. 15.5 In addition to the above, in the event that the Company:- 15.5.1 has a change in shareholdings such that existing shareholders (being shareholders of the Company as at the signature date and conditions proof of which shall be supplied by the Company simultaneously with the signature of this Agreement) no longer own and/or control more than 50% of the issued shares of the Company, OR 15.5.2 the existing shareholders enter into such agreement that they no longer have management control of the Company; without MTN’s written consent, which consent shall not be unreasonably withheld, then MTN shall be entitled to terminate this Agreement on ninety (90) days written notice to the Company. For the purposes of this 15.5, in the event that MTN does not revert with its consent or the withholding thereof, within twenty (20) business days of request by the Company, MTN shall be deemed to have given its consent. 21.3 Termination 15.6 Without derogating from any of the provisions referred to above, in the event that any Competing Third Party becomes a shareholder of the Company, without MTN’s prior written consent, which consent shall be given or refused in MTN’s sole discretion and which shall be notified by MTN to the Company within twenty (20) days of the Company’s written request, then MTN shall be entitled to terminate this Agreement will not relieve a Party of obligations imposed upon such Party by statute or regulation or by this Agreement prior to its termination. 21.4 On termination of this Agreement for any reason whatsoever, each Party must promptly return on sixty (60) days written notice to the other and permanently delete from all computer and/or electronic media all Confidential Information and/or Intellectual Property (including all copies thereof) belonging Company. Such termination shall be without prejudice to the other Party and will provide to the other Party a certificate signed by a director of that Party confirming that that Party has not retained any Confidential Information and/or Intellectual Property belonging to the other Party. Where electronic back-ups containing Confidential Information exist, if a Party is unable to remove the relevant information from the back-ups, it undertakes that such Confidential Information will remain confidential indefinitelyMTN’s rights.

BREACH AND TERMINATION. 21.1 Either Party shall be entitled to give notice to terminate this Agreement with immediate effect, such termination to be effective upon deemed receipt of such notice, if the other If a Party: 21.1.1 fails 13.1 Fails to pay any amount by due by it in terms of this Agreement, by the due date, date and fails to remedy such breach make payment within 21 10 (ten) days of receiving (breach) written notice to do so; or; 21.1.2 commits a breach of 13.2 Breaches any other provision of this Agreement and fails to remedy such the breach within 21 10 (ten) days of receiving written notice to do so; or, provided that: 21.1.3 takes steps to place itself, or is placed 13.2.1 if the breach can reasonably be remedied within a shorter period the Party giving notice may specify that shorter period in liquidation or under administration, whether voluntary or compulsory the notice and whether provisionally or finallythe Party in default will remedy the breach within that period; 21.1.4 13.2.2 if the breach cannot reasonably be remedied within 10 (ten) days, the Party will be entitled to an extension, not exceeding a further 60 (sixty) days to remedy the breach on condition that the Party in the case of the Customer, commits a breach by failing to satisfy any obligations for which it is liable in the ordinary course of its operation as a statutory body; 21.1.5 engages in a fraudulent practice in connection with this Agreement or otherwise; 21.1.6 a Party fails to satisfy a judgment against it within 21 days after that Party becomes aware of the judgment, except if that Party default provides evidence on an ongoing basis to the reasonable satisfaction of the other Party within the 10 (ten) days that effective steps to remedy the breach have been initiated within and continues to provide such evidence on an ongoing basis that the 21 (twenty-one) days to appeal or rescind the judgment and to procure suspension of execution of the judgment and that such steps are being expeditiously pursued. The ; 13.2.3 take steps to deregister itself or is deregistered unless for purposes of restruc- turing and/or reorganisation of itself; commits an act of insolvency as defined in the Insolvency Act as amended from time to time, or, being a corporate body, commits an act which would be an act of insolvency if committed by a natural person unless for purposes of restructuring and/or reorganisation of itself; then the Party will be in default. 13.3 Is in default, the other Party (the aggrieved Party) will be entitled, in addition, to all other remedies at law, to: 13.3.1 cancel the Agreement, in which event the aggrieved Party may retain all monies paid by the Party in default or claim damages; 13.3.2 if the aggrieved Party elects to claim damages, the aggrieved Party may retain all monies paid by the Party in default pending determination of the amount of the damages; or 13.3.3 uphold the Agreement in which event the full balance owing and all other obligations owed by the Party in default will, at the option of the aggrieved Party, become immediately due, payable and enforceable. 13.4 Is in default and the default is of a continuing nature or if a Party is in breach of any provisions of this Agreement and has been given written notice to remedy the breach, the aggrieved Party: 13.4.1 may suspend performance of the aggrieved Party’s obligations during the default or breach; and 13.4.2 will be entitled to a reasonable additional period for the performance of 21 days shall run from the date succeeding ag grieved Party’s obligations. 13.5 Termination of this Agreement by the date on which judgment becomes finalLicensor will be without prejudice to any existing rights and/or claims that the Licensor may have against the Licensee. 13.6 Subject at all times to clause 4, in the event of the termination of this Agreement, how soever arising: 13.6.1 the Licensee will cease forthwith to use the Intellectual Property; 13.6.2 the Licensee will, within 20 (twenty) Business Days deliver up to the Licensor all Intellectual Property together with all documents, packaging, advertising, promotional or other material and all copies thereof containing any reference to the date on which Technology Platform or containing any of the attempts Intellectual Property, in the possession, custody or control of the Licensee; 13.6.3 the Licensor will be entitled to request the Registrar of Technology Platform in the Territory to cancel any registrations of the Licensee as a registered user of the Technology Platform and the Licensee will upon demand by the Licensor cooperate and do any and all acts and things and execute all such documents as may be necessary to procure the suspension of the execution failsuch cancellations; 21.2 The 13.6.4 if applicable, the Licensee will forthwith change its corporate name and trading style to a name not including the Technology Platform or any of them or anything confusingly similar thereto and will file all necessary documentation and pay all necessary fees to record such change of name at the relevant office in the relevant Territory; 13.6.5 the Licensee will not do or omit to do any act after the expiry or termination of this Agreement will not prejudice which might reasonably lead any person to believe that the rights of a Party Licensee is still licensed to claim damages use the Intellectual Property or to obtain any other relief in respect of any breach of the terms and conditions of this Agreement.part thereof; 21.3 Termination 13.6.6 all provisions of this Agreement which in order to give effect to the meaning needs to survive its termination will not relieve a Party of obligations imposed upon such Party by statute or regulation or by this Agreement prior to its remain in full force and effect after termination. 21.4 On termination of this Agreement for any reason whatsoever, each Party must promptly return to the other and permanently delete from all computer and/or electronic media all Confidential Information and/or Intellectual Property (including all copies thereof) belonging to the other Party and will provide to the other Party a certificate signed by a director of that Party confirming that that Party has not retained any Confidential Information and/or Intellectual Property belonging to the other Party. Where electronic back-ups containing Confidential Information exist, if a Party is unable to remove the relevant information from the back-ups, it undertakes that such Confidential Information will remain confidential indefinitely.

BREACH AND TERMINATION. 21.1 Either 17.1 If a Party shall be entitled – 17.1.1 takes steps to give notice place itself, or is placed, in liquidation, whether voluntarily or compulsorily, or in judicial management, in either case whether provisionally or finally; 17.1.2 takes steps to terminate this Agreement with immediate effect, such termination to be effective upon deemed receipt of such notice, if the other Party:de-register itself or is de-registered; 21.1.1 fails to pay any amount due by it in terms of this Agreement, by the due date, and fails to remedy such breach within 21 days of receiving written notice to do so; or 21.1.2 17.1.3 commits a material breach of any provision of this Agreement and fails to remedy such the breach within 21 10 (ten) business days of receiving after it receives written notice to do so, provided that – 17.1.3.1 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 21.1.3 takes steps 17.1.3.2 if the breach cannot reasonably be remedied within such 10 (ten) business day period, the Party in default shall be entitled to place itselfan extension, or is placed not exceeding a further 10 (ten) business days, to remedy the breach, on condition that the Party in liquidation or under administration, whether voluntary or compulsory and whether provisionally or finally; 21.1.4 in the case of the Customer, commits a breach by failing to satisfy any obligations for which it is liable in the ordinary course of its operation as a statutory body; 21.1.5 engages in a fraudulent practice in connection with this Agreement or otherwise; 21.1.6 a Party fails to satisfy a judgment against it within 21 days after that Party becomes aware of the judgment, except if that Party default provides evidence on an ongoing basis to the reasonable satisfaction of the other Party within such 10 (ten) business day period that effective steps to remedy the breach have been initiated within and continues to provide such evidence on an ongoing basis that the 21 (twenty-one) days to appeal or rescind the judgment and to procure suspension of execution of the judgment and that such steps are being expeditiously pursued. The period of 21 days ; the Party shall run from the date succeeding the date on which judgment becomes final, or the date on which the attempts to procure the suspension of the execution fail;be in default. 21.2 The termination of this Agreement will not prejudice the rights of 17.2 If a Party to claim damages or to obtain any other relief is in respect of any breach of the terms and conditions of this Agreement. 21.3 Termination of this Agreement will not relieve a Party of obligations imposed upon such Party by statute or regulation or by this Agreement prior to its termination. 21.4 On termination of this Agreement for any reason whatsoeverdefault (“Defaulting Party”), each Party must promptly return to the other and permanently delete from all computer and/or electronic media all Confidential Information and/or Intellectual Property (including all copies thereof) belonging to the other Party (“the Aggrieved Party”) shall be entitled, at its option without prejudice to any other right that it may have under this Agreement or at law – 17.2.1 to claim immediate specific performance of any of the Defaulting Party’s obligations under this Agreement, with or without claiming damages, whether or not such obligation has fallen due for performance and will to require the Defaulting Party to provide security to the other satisfaction of the Aggrieved Party a certificate signed by a director for the Defaulting Party’s obligations; or 17.2.2 to cancel this Agreement, with or without claiming damages, in which case written notice of that Party confirming that that Party has not retained any Confidential Information and/or Intellectual Property belonging the cancellation shall be given to the other Defaulting Party, and the cancellation shall take effect on the giving of the notice. Where electronic backNeither Party shall be entitled to cancel this Agreement unless the breach is a material breach. A breach will be deemed to be a material breach if – 17.2.2.1 it is capable of being remedied, but is not so remedied within the Notice Period; or 17.2.2.2 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 Notice Period. 17.3 The Parties agree that any costs awarded will be recoverable on an attorney-ups containing Confidential Information exist, if a Party is unable to remove and-own-client scale unless the relevant information from the back-ups, it undertakes Court specifically determines that such Confidential Information scale shall not apply, in which event the costs will remain confidential indefinitelybe recoverable in accordance with the High Court tariff, determined on an attorney-and-client scale. 17.4 The Aggrieved Party’s remedies in terms of this clause 17 are without prejudice to any other remedies to which the Aggrieved Party may be entitled in law.

BREACH AND TERMINATION. 21.1 Either 50.1. If a Party shall be entitled to give notice to terminate this Agreement with immediate effect, such termination to be effective upon deemed receipt of such notice, if (the other "Defaulting Party: 21.1.1 fails to pay ") commits any amount due by it in terms of this Agreement, by the due date, and fails to remedy such breach within 21 days of receiving written notice to do so; or 21.1.2 commits a breach of any provision of this Agreement and fails to remedy such breach (subject to clause 50.2) within 21 days 20 (twenty) Business Days (the "Notice Period") of receiving written notice requiring the breach to do sobe remedied by the expiry of the Notice Period, then the Party giving the notice (the "Aggrieved Party") will be entitled, at its option, to: 50.1.1. claim immediate specific performance by the Defaulting Party of the obligations which it has breached, with or without claiming damages; or 21.1.3 takes steps 50.1.2. subject to place itselfclause 50.4, cancel this Agreement, with or is placed without claiming damages, in liquidation or under administration, whether voluntary or compulsory and whether provisionally or finally; 21.1.4 in the which case written notice of the Customer, commits a breach by failing to satisfy any obligations for which it is liable in the ordinary course of its operation as a statutory body; 21.1.5 engages in a fraudulent practice in connection with this Agreement or otherwise; 21.1.6 a Party fails to satisfy a judgment against it within 21 days after that Party becomes aware of the judgment, except if that Party provides evidence on an ongoing basis cancellation shall be given to the reasonable satisfaction of Defaulting Party, and the other Party that steps have been initiated within the 21 (twenty-one) days to appeal or rescind the judgment and to procure suspension of execution of the judgment and that such steps are being expeditiously pursued. The period of 21 days cancellation shall run from the date succeeding the date take effect on which judgment becomes final, or the date on which the attempts notice is 213 given, provided that no Party shall be entitled to procure the suspension of the execution fail; 21.2 The termination of cancel this Agreement will not prejudice unless the rights breach is a breach of a Party material term going to claim damages or to obtain any other relief in respect of any breach of the terms and conditions root of this Agreement. 21.3 Termination 50.2. If the Notice Period would, but for this clause 50.2, expire after the Closing Date, then the Closing Date shall be extended to the last Business Day of the month immediately succeeding the month in which the Closing Date would have occurred but for this clause 50.2. 50.3. The Aggrieved Party’s remedies in terms of this clause 50 are, subject to the other provisions of this clause 50, without prejudice to any other remedies to which the Aggrieved Party may be entitled in Law. 50.4. This Agreement may be terminated prior to the Closing Date by any of the Purchasers: 50.4.1. in accordance with clause 7; 50.4.2. if AngloGold, any of the WW Companies or any of the VR Companies is provisionally or finally liquidated or becomes subject to any other statutory business rescue process (or any application is launched in that regard, save for frivolous or vexatious applications); 50.4.3. if the Purchasers become aware that there is a breach of any one or more of the Warranties given by AngloGold under this Agreement, or any combination of them, provided that it is reasonably likely that the Purchasers (individually or collectively, in aggregate) will not relieve suffer a Party Loss, in aggregate, of obligations imposed upon such Party by statute or regulation or by at least USD60 000 000 (sixty million Dollars) if the transactions contemplated under this Agreement were implemented on the Closing Date, and AngloGold does not cure such breach or breaches within the Notice Period. 50.5. This Agreement may be terminated by AngloGold prior to its terminationthe Closing Date if: 50.5.1. any of the Purchasers are provisionally or finally liquidated or becomes subject to any other statutory business rescue process (or any application is launched in that regard, save for frivolous or vexatious applications); or 50.5.2. AngloGold becomes aware that there is a breach of any one or more of the warranties given by the Purchasers under this Agreement, or any combination of them, provided that it is reasonably likely that AngloGold will suffer a Loss, in aggregate, of at least USD60 000 000 (sixty million Dollars) if the transactions contemplated under this Agreement were implemented on the Closing Date, and the Purchasers do not cure such breach or breaches within the Notice Period. 21.4 On 50.6. At any time prior to the Closing Date, any Party shall inform the other of the happening of any matter, thing or event which occurs or arises, or may become known to it which is, or could 214 reasonably result in, a termination event as contemplated in clauses 50.4.3 or 50.5.2 within 10 (ten) Business Days from becoming aware of same. 50.7. In the event of termination of this Agreement for any reason whatsoeverpursuant to clause 7.3, each Party must promptly return to 50.4 or 50.5 by the other and permanently delete from all computer and/or electronic media all Confidential Information and/or Intellectual Property (including all copies thereof) belonging to Purchasers or AngloGold, as the other Party and will provide to the other Party a certificate signed by a director of that Party confirming that that Party has not retained any Confidential Information and/or Intellectual Property belonging case may be, written notice thereof shall forthwith be given to the other Party, and this Agreement shall terminate, and the purchase of the Sale Package hereunder shall be abandoned, without further action by the Purchasers or AngloGold. 50.8. Where electronic back-ups containing Confidential Information existIn the event that this Agreement is validly terminated in accordance with clause 7.3, if 50.4 or 50.5, each of the Parties shall be relieved of its respective duties and obligations arising under this Agreement from and after the date of such termination, and such termination shall be without liability to the Purchasers or AngloGold; provided that no such termination shall relieve any Party from liability (including any liability for damages) for any breach of this Agreement or other liability arising prior to termination hereof; and provided further that the provisions and obligations of the Parties set out in clauses 1, 2 and 50 to 62 (both inclusive) shall survive any such termination and shall be enforceable under this Agreement. 50.9. Notwithstanding the aforegoing, no Party shall be entitled to cancel this Agreement after Closing on the Closing Date. 50.10. No Purchaser shall be entitled to any remedies under or in respect of this Agreement as a Party is unable to remove result of a breach by the relevant information from the back-ups, it undertakes that such Confidential Information will remain confidential indefinitelyother of them.

BREACH AND TERMINATION. 21.1 Either Party shall 7.1 Each party will be entitled to give notice to terminate rescind this Agreement with immediate effect, such termination to be effective upon deemed receipt of such by thirty days’ prior notice, if upon the occurrence of any of the following: 7.1.1 Any temporary or permanent receiver, special manager, liquidator, temporary or permanent, being appointed for the other Party:party, or a winding up petition having been filed against it, provided that such appointment or petition will not have been vacated within forty five (45) days. 21.1.1 fails to pay any amount due by it in terms 7.1.2 The other party has filed a petition for voluntary winding up, or a stay of this Agreement, by proceedings and/or the due date, and fails to remedy such breach within 21 days making of receiving written notice to do so; oran arrangement with its creditors. 21.1.2 commits 7.1.3 The other party has committed a breach of any provision of the confidential duties imposed upon it under this Agreement. 7.1.4 The other party has committed a fundamental breach of this Agreement and fails to remedy such breach within 21 days of receiving written notice to do so; or 21.1.3 takes steps to place itself, or is placed in liquidation or under administration, whether voluntary or compulsory and whether provisionally or finally; 21.1.4 (not being a delay in the case making of any of the Customer, commits payments applicable under this Agreement). It is agreed that any breach other than a fundamental breach by failing to satisfy any obligations for which it is liable in the ordinary course of its operation will be regarded as a statutory body; 21.1.5 engages in a fraudulent practice in connection with this Agreement or otherwise; 21.1.6 a Party fails to satisfy a judgment against it within 21 days fundamental after that Party becomes aware of the judgment, except if that Party provides evidence on an ongoing basis to the reasonable satisfaction of the other Party that steps have been initiated within the 21 fifteen (twenty-one15) days to appeal or rescind the judgment and to procure suspension of execution of the judgment and that such steps are being expeditiously pursued. The period of 21 days shall run will have elapsed from the date succeeding the date on which judgment becomes final, or the date on which the attempts to procure the suspension either of the execution fail;parties sends the other notice of breach and the other party will have failed to cure such breach to the full satisfaction of the party sending such notice. 21.2 7.1.5 The termination other party having delayed in the making of this Agreement will not prejudice any of the rights payments imposed upon it for a period exceeding ninety (90) days. 7.1.6 If the Customer has, during any period of a Party to claim damages or to obtain twelve (12) consecutive months, at the discretion of the Host, offset any other relief sum exceeding the Consideration in respect of any breach of three (3) months, as set out in Schedule 2 hereto. Such termination shall not operate to affect the terms and conditions of parties’ rights under this Agreement. 21.3 Termination 7.2 Upon such termination of the Agreement, the Customer will, as quickly as possible, remove the communications equipment and any other equipment owned by it at any of the Sites (excepting the Cable Transmission Network), unless, in a case where the Host is the party who has terminated this Agreement following the breach thereof by the Customer – the Host has, at its sole discretion, elected to effect the removal itself, in which case it will not relieve a Party be entitled so to do and also give the Customer reasonable prior notice regarding the time and place at which it must attend in order to take possession of obligations imposed upon such Party by statute or regulation or by this Agreement prior to its termination. 21.4 On termination of this Agreement for any reason whatsoever, each Party must promptly return to the other and permanently delete equipment so removed from all computer and/or electronic media all Confidential Information and/or Intellectual Property (including all copies thereof) belonging to the other Party and will provide to Sites. If the other Party a certificate signed by a director of that Party confirming that that Party Customer has not retained any Confidential Information and/or Intellectual Property belonging to the other Party. Where electronic back-ups containing Confidential Information exist, if a Party is unable failed to remove the relevant information equipment or failed to attend in order to take the same on the date prescribed for that purpose by the Host, as appropriate, the Host will be entitled to store that equipment at the Customer’s expense, and the Customer will pay the Host the expenses involved in storing the equipment, and if the Host has stored the equipment in a building occupied by the Host, the Customer will pay the Host payment in respect of the storage of the equipment as fixed according to the maximum price per sq. meter that will be charged by the Host from its customers at the back-ups, it undertakes that such Confidential Information will remain confidential indefinitelySite in respect of granting the right of use of a similar area.