Common use of Consequence of Termination Clause in Contracts

Consequence of Termination. Upon termination or expiry of this Agreement: - 17.1 the Partner shall immediately cease to be and to refer to itself as a member of the Partnership Program and shall remove from all signage and documentation, including its corporate stationery, any references to BEE123 and the Partnership Program; 17.2 the Partner shall cease to promote, market or advertise the Products and the Portal, or to make any use of the Trade Marks, and shall return all advertising and promotional matter, stationery, printed material or the like featuring any Trademark or description of any sort which it obtained from, or was authorised to use by BEE123, if any; 17.3 immediately remove any hyperlinks and/or references to the Portal, BEE123 or the Products on any of its web sites, stationery or marketing material; 17.4 the Partner shall have no claim against BEE123 for compensation for loss of distribution rights, loss of goodwill or any similar loss; 17.5 all unfulfilled orders will be furnished in writing to BEE123, who will be entitled, but not obliged, to fulfil such orders and BEE123 will not be required to pay any Rebates to the Partner in respect thereof, or in respect of any renewals pursuant to fulfilled orders; 17.6 the Partner shall have no claim against BEE123 in respect of any benefits that may or would have accrued to it following the date of such termination; 17.7 the Partner will forthwith deliver to BEE123 any software and materials that are the property of BEE123 and BEE123 may enter any premises and recover possession of and remove such software and materials; 17.8 the Partner shall not remove or interfere with any matter of BEE123, which is at the premises of a BEE123 Customer and shall by no act or omission do anything which could prejudice BEE123’s name, image, business prospects or interest in any way with any BEE123 Customer; and 17.9 except as otherwise provided herein, and subject to any rights or obligations which have accrued prior to termination, neither Party shall have any further obligation to the other under this Agreement.

Consequence of Termination. Upon It is expressly agreed by and among the Parties that in case of termination or expiry of this Agreement: - 17.1 Agreement by any Party under Clause 13.1 <other than (e) and (f)>, SEIL shall have the Partner right to require GPL including its PERMITTED NOMINEES to sell their entire shareholding in the JVC to SEIL and GPL/PERMITTED NOMINEES shall immediately cease be obliged to sell their shares to SEIL at the price mutually agreed between the Parties failing which at the fair price determined in accordance with Clause 5.3. In case Purchasing Parties has notified Selling Party in writing that they or their PERMITTED NOMINEES do not wish to purchase the entire shareholding of Selling Party including its PERMITTED NOMINEES, in that event, Selling Party shall be entitled to sell all the share held by it/its PERMITTED NOMINEES to a third party at a price not less than the fair price referred to in Clause 14.1, provided that such a third party is acceptable to Purchasing Parties and agrees in writing as a condition precedent to the transfer of shares to it to be bound by the terms and conditions of this Agreement as though it was a signatory to refer this Agreement. No waiver of antecedent breach and no grant of time and indulgence shall prejudice any subsequent right to itself as a member terminate this Agreement. The termination shall not prejudice the right of non-defaulting Party or Parties against the Partnership Program and shall remove from all signage and documentation, including its corporate stationery, any references to BEE123 and the Partnership Program; 17.2 the Partner shall cease to promote, market or advertise the Products and the Portal, or to make any use of the Trade Marks, and shall return all advertising and promotional matter, stationery, printed material or the like featuring any Trademark or description of any sort which it obtained from, or was authorised to use by BEE123, if any; 17.3 immediately remove any hyperlinks and/or references to the Portal, BEE123 or the Products on any of its web sites, stationery or marketing material; 17.4 the Partner shall have no claim against BEE123 for compensation for loss of distribution rights, loss of goodwill or any similar loss; 17.5 all unfulfilled orders will be furnished in writing to BEE123, who will be entitled, but not obliged, to fulfil such orders and BEE123 will not be required to pay any Rebates to the Partner in respect thereof, or in respect of any renewals pursuant to fulfilled orders; 17.6 the Partner shall have no claim against BEE123 in respect of any benefits defaulting Party that may or would have accrued to it following the date of such termination; 17.7 the Partner will forthwith deliver to BEE123 any software and materials that are the property of BEE123 and BEE123 may enter any premises and recover possession of and remove such software and materials; 17.8 the Partner shall not remove or interfere with any matter of BEE123, which is at the premises of a BEE123 Customer and shall by no act or omission do anything which could prejudice BEE123’s name, image, business prospects or interest in any way with any BEE123 Customer; and 17.9 except as otherwise provided herein, and subject to any rights or obligations which have accrued prior to terminationthe date of termination or expiration of this Agreement. On the termination of this Agreement the Parties hereto shall refrain from any acts, indications, publicity or advertisements which may mislead any third party into the belief that the Parties hereto still maintain business relationships with one another with reference to the JVC and neither Party hereto shall commit any act detrimental to the business or reputation of the other Parties; also the Parties shall ensure that the JVC shall not use the name of the outgoing shareholder in any manner either in publicity material or otherwise. When this Agreement is terminated due to the circumstances set out in sub Clause (f) of Clause 13.1, if the JVC is in existence, Purchasing Parties shall have any further obligation the right to require Selling Party including its PERMITTED NOMINEES to sell their entire shareholding in the JVC to Purchasing Parties and Selling Party /PERMITTED NOMINEES shall be obliged to sell their shares to Purchasing Parties at a mutually agreed price failing which at the fair price which shall determined in accordance with Clause 5.3 of this Agreement. In case Purchasing Parties has notified Selling Party in writing that they or their PERMITTED NOMINEES do not wish to purchase the entire shareholding of Selling Party including its PERMITTED NOMINEES, in the event, Selling Party shall be entitled to sell all the share held by it/its PERMITTED NOMINEES to a third party at a price not less than the fair price referred to in Clause 14.1, provided that such a third party is acceptable to Purchasing Parties and agree in writing as a condition precedent to the other under transfer of shares to it to be bound by the terms and conditions of this Agreement as though it was a signatory to this Agreement. Where this Agreement is terminated under the said sub Clause neither of the Parties shall be entitled to claim compensation from the other Parties for any damage which may be incurred.

Consequence of Termination. Upon 23.1 The Parties acknowledge and agree that where a Party exercises a right to terminate a Approved Service Order under this MSA that Party shall use Best Endeavours to mitigate any Losses it may suffer as a result of exercising its right to terminate. 23.2 On termination or expiry of this MSA, the Parties shall promptly return all and any property of the other, including but not limited to any Intellectual Property and Confidential Information, belonging to the other Party. In particular, FirstWord shall return to the Customer and permanently delete from all computer and/or electronic media all Confidential Information (including all copies thereof) belonging to the Customer in its possession or under its control at termination of the MSA and shall provide to the Customer a certificate signed by FirstWord authorised representative confirming that FirstWord has not retained any Confidential Information belonging to the Customer. 23.3 Any rights of the Parties that arose or accrued prior to the termination or expiry of this MSA shall survive and continue in full force and effect but all other rights and obligations of the Parties shall cease immediately. 23.4 Termination of this MSA shall not relieve a Party of obligations imposed upon such by any applicable laws or by this Agreement prior to its termination. 23.5 The exercise of any termination right set out in (Termination Clause) by a Party shall be without prejudice to the Party’s other rights and remedies under this MSA. 23.6 On termination of this MSA, howsoever arising, each Service Order then in force at the date of such termination shall nevertheless continue in full force and effect for the remainder of the term of such Service Order, unless earlier terminated in accordance with the terms of such Service Order. 23.7 Termination of any Approved Service Order shall not affect any other Service Order or this Agreement: -. 17.1 23.8 Following the Partner termination of a Service Order – 23.8.1 the Customer shall immediately cease pay to FirstWord all of FirstWord’s outstanding unpaid invoices and interest and, in respect of Services that have been performed, but for which no invoice has been submitted, FirstWord may submit an invoice, which shall be and to refer to itself as a member payable immediately on receipt. 23.9 On termination of the Partnership Program MSA: 23.9.1 the accrued rights, remedies, obligations and liabilities of the Parties as at termination shall remove from all signage and documentationnot be affected, including its corporate stationery, any references the right to BEE123 and the Partnership Program; 17.2 the Partner shall cease to promote, market or advertise the Products and the Portal, or to make any use of the Trade Marks, and shall return all advertising and promotional matter, stationery, printed material or the like featuring any Trademark or description of any sort which it obtained from, or was authorised to use by BEE123, if any; 17.3 immediately remove any hyperlinks and/or references to the Portal, BEE123 or the Products on any of its web sites, stationery or marketing material; 17.4 the Partner shall have no claim against BEE123 for compensation for loss of distribution rights, loss of goodwill or any similar loss; 17.5 all unfulfilled orders will be furnished in writing to BEE123, who will be entitled, but not obliged, to fulfil such orders and BEE123 will not be required to pay any Rebates to the Partner in respect thereof, or damages in respect of any renewals pursuant to fulfilled orders; 17.6 breach of the Partner shall have no claim against BEE123 in respect of any benefits that may MSA which existed at or would have accrued to it following before the date of such termination; 17.7 the Partner will forthwith deliver to BEE123 any software and materials that are the property of BEE123 and BEE123 may enter any premises and recover possession of and remove such software and materials; 17.8 the Partner shall not remove or interfere with any matter of BEE123, which is at the premises of a BEE123 Customer and shall by no act or omission do anything which could prejudice BEE123’s name, image, business prospects or interest in any way with any BEE123 Customer; and 17.9 except 23.9.2 clauses which expressly or by implication have effect after termination shall continue in full force and effect, including: clause 1 (Interpretation), clause 22 and 23 (Termination and Consequences of Termination), clause 13 (Dispute Resolution), clause 12 (Limitation of liability), clause 17 (Notices and Domicillia). 23.10 In so far as otherwise provided hereinthe Customer does not fall within the ambit of the Consumer Protection Act 68 of 2008, the Customer acknowledges that FirstWord places specific reliance on the Approved Service Order agreed upon by the Parties, and, on this basis FirstWord invests time and subject resources in the Service Order(s) and incurs specific costs in order to any rights or obligations which have accrued facilitate the rendering of Services and provision of Products to the Customer in terms of the Service Order(s). Should the Customer terminate a Service Order prior to terminationthe conclusion of the Service Order term, neither Party shall have any further obligation the Customer agrees that an amount equivalent to the other under this Agreementremaining value of the Service Order shall accrue to FirstWord and shall become due, owing and payable to FirstWord upon receipt of the Customer’s notice to terminate the Service Order.

Consequence of Termination. Upon 15.1 It is expressly agreed by and among the Parties that in case of termination or expiry of this Agreement: -Agreement by any Party under Clause 13.1 <other than (e) and (f)>, SEIL shall have the right to require GPL including its PERMITTED NOMINEES to sell their entire shareholding in the JVC to SEIL and GPL/PERMITTED NOMINEES shall be obliged to sell their shares to SEIL at the price mutually agreed between the Parties failing which at the fair price determined in accordance with Clause 5.3. 17.1 15.2 In case Purchasing Parties has notified Selling Party in writing that they or their PERMITTED NOMINEES do not wish to purchase the Partner entire shareholding of Selling Party including its PERMITTED NOMINEES, in that event, Selling Party shall immediately cease be entitled to sell all the share held by it/its PERMITTED NOMINEES to a third party at a price not less than the fair price referred to in Clause 14.1, provided that such a third party is acceptable to Purchasing Parties and agrees in writing as a condition precedent to the transfer of shares to it to be bound by the terms and conditions of this Agreement as though it was a signatory to refer this Agreement. 15.3 No waiver of antecedent breach and no grant of time and indulgence shall prejudice any subsequent right to itself as a member terminate this Agreement. 15.4 The termination shall not prejudice the right of non-defaulting Party or Parties against the Partnership Program and shall remove from all signage and documentation, including its corporate stationery, any references to BEE123 and the Partnership Program; 17.2 the Partner shall cease to promote, market or advertise the Products and the Portal, or to make any use of the Trade Marks, and shall return all advertising and promotional matter, stationery, printed material or the like featuring any Trademark or description of any sort which it obtained from, or was authorised to use by BEE123, if any; 17.3 immediately remove any hyperlinks and/or references to the Portal, BEE123 or the Products on any of its web sites, stationery or marketing material; 17.4 the Partner shall have no claim against BEE123 for compensation for loss of distribution rights, loss of goodwill or any similar loss; 17.5 all unfulfilled orders will be furnished in writing to BEE123, who will be entitled, but not obliged, to fulfil such orders and BEE123 will not be required to pay any Rebates to the Partner in respect thereof, or in respect of any renewals pursuant to fulfilled orders; 17.6 the Partner shall have no claim against BEE123 in respect of any benefits defaulting Party that may or would have accrued to it following the date of such termination; 17.7 the Partner will forthwith deliver to BEE123 any software and materials that are the property of BEE123 and BEE123 may enter any premises and recover possession of and remove such software and materials; 17.8 the Partner shall not remove or interfere with any matter of BEE123, which is at the premises of a BEE123 Customer and shall by no act or omission do anything which could prejudice BEE123’s name, image, business prospects or interest in any way with any BEE123 Customer; and 17.9 except as otherwise provided herein, and subject to any rights or obligations which have accrued prior to termination, neither Party shall have any further obligation to the other under date of termination or expiration of this Agreement. 15.5 On the termination of this Agreement the Parties hereto shall refrain from any acts, indications, publicity or advertisements which may mislead any third party into the belief that the Parties hereto still maintain business relationships with one another with reference to the JVC and neither Party hereto shall commit any act detrimental to the business or reputation of the other Parties; also the Parties shall ensure that the JVC shall not use the name of the outgoing shareholder in any manner either in publicity material or otherwise. 15.6 When this Agreement is terminated due to the circumstances set out in sub Clause (f) of Clause 13.1, if the JVC is in existence, Purchasing Parties shall have the right to require Selling Party including its PERMITTED NOMINEES to sell their entire shareholding in the JVC to Purchasing Parties and Selling Party /PERMITTED NOMINEES shall be obliged to sell their shares to Purchasing Parties at a mutually agreed price failing which at the fair price which shall determined in accordance with Clause 5.3 of this Agreement. In case Purchasing Parties has notified Selling Party in writing that they or their PERMITTED NOMINEES do not wish to purchase the entire shareholding of Selling Party including its PERMITTED NOMINEES, in the event, Selling Party shall be entitled to sell all the share held by it/its PERMITTED NOMINEES to a third party at a price not less than the fair price referred to in Clause 14.1, provided that such a third party is acceptable to Purchasing Parties and agree in writing as a condition precedent to the transfer of shares to it to be bound by the terms and conditions of this Agreement as though it was a signatory to this Agreement. Where this Agreement is terminated under the said sub Clause neither of the Parties shall be entitled to claim compensation from the other Parties for any damage which may be incurred.

Consequence of Termination. Upon termination 16.1 Without prejudice to any rights and remedies which toe TDC has or expiry may have against toe Consultant (including such rights of this Agreement: - 17.1 the Partner action as shall immediately cease to be and to refer to itself as a member of the Partnership Program and shall remove from all signage and documentation, including its corporate stationery, any references to BEE123 and the Partnership Program; 17.2 the Partner shall cease to promote, market or advertise the Products and the Portal, or to make any use of the Trade Marks, and shall return all advertising and promotional matter, stationery, printed material or the like featuring any Trademark or description of any sort which it obtained from, or was authorised to use by BEE123, if any; 17.3 immediately remove any hyperlinks and/or references to the Portal, BEE123 or the Products on any of its web sites, stationery or marketing material; 17.4 the Partner shall have no claim against BEE123 for compensation for loss of distribution rights, loss of goodwill or any similar loss; 17.5 all unfulfilled orders will be furnished in writing to BEE123, who will be entitled, but not obliged, to fulfil such orders and BEE123 will not be required to pay any Rebates to the Partner in respect thereof, or in respect of any renewals pursuant to fulfilled orders; 17.6 the Partner shall have no claim against BEE123 in respect of any benefits that may or would have accrued to it following toe TDC prior to toe termination) under this Agreement or otherwise, ifthis Agreement is terminated by toe TDC: (a) the date Consultant shall be liable for any amount in excess of toe overall cost of this Agreement incurred by toe TDC in awarding, assigning and/or engaging another consultant to complete toe uncompleted Consultancy Services; (b) toe Consultant shall further be liable to toe TDC for any legal, professional or other costs and expenses reasonably incurred for or in pursuance of any provisions hereof; (c) all rights and obligations of the parties under this Agreement shall automatically terminate except for such rights of action as shall have accrued prior thereto and any obligation which expressly or by implication is intended to come into or continue in force on or after such termination; 17.7 (d) no compensation Whatsoever shall be payable by the Partner will forthwith deliver TDC to BEE123 toe Consultant as a result of suspension or early termination of this Agreement. The TDC shall not be responsible for any software and materials that are the property of BEE123 and BEE123 may enter any premises and recover possession of and remove such software and materialsloss or expenses suffered or incurred by toe Consultant due to suspension or early termination ofthis Agreement; 17.8 (e) the Partner TDC shall not remove or interfere with any matter of BEE123, which is at the premises of a BEE123 Customer and shall by no act or omission do anything which could prejudice BEE123’s name, image, business prospects or interest in any way with any BEE123 Customer; and 17.9 except as otherwise provided herein, and subject cease to any rights or obligations which have accrued prior to termination, neither Party shall have any further obligation under this Agreement upon its termination, including without limitation the obligation to make further instalment payments; 1 (f) any amounts paid in respect of the Consultancy Services which have not been performed at the date of suspension or termination shall be refunded to die TDC on a pro-rata basis; and (g) in the event of termination of this Agreement under Clause 15.3 by the TDC, Clauses 16.1(a) and (b) shall not apply and subject to the other under terms and conditions of this Agreement, the TDC will pay die Consultant for die Consultancy Services rendered up to the date of suspension or termination on a pro-rata basis. 16.2 Upon the expiration or early termination of this Agreement, the Consultant shall at its expense promptly deliver and send to the TDC all the Materials (finished or unfinished) and the documents containing the Confidential Information, including without limitation any products, documents, drafts and working papers in whatever medium which are in the custody, control or possession of the Consultant, its sub-coritractors or their respective officers, employees and agents. 16.3 In the event of termination prior to the completion of the Consultancy Services, the TDC may itself complete the Consultancy Services or (at the option of the TDC) may engage, use or employ any other consultant to complete die said services and the TDC or such odier consultant may use the Materials (whether or not tide has passed to the TDC in respect thereof) and the Licensed Property or any part thereof for such completion.

Consequence of Termination. Upon termination 16.1 Without prejudice to any rights and remedies which the TDC has or expiry may have against the Consultant (including such rights of this Agreement: - 17.1 the Partner action as shall immediately cease to be and to refer to itself as a member of the Partnership Program and shall remove from all signage and documentation, including its corporate stationery, any references to BEE123 and the Partnership Program; 17.2 the Partner shall cease to promote, market or advertise the Products and the Portal, or to make any use of the Trade Marks, and shall return all advertising and promotional matter, stationery, printed material or the like featuring any Trademark or description of any sort which it obtained from, or was authorised to use by BEE123, if any; 17.3 immediately remove any hyperlinks and/or references to the Portal, BEE123 or the Products on any of its web sites, stationery or marketing material; 17.4 the Partner shall have no claim against BEE123 for compensation for loss of distribution rights, loss of goodwill or any similar loss; 17.5 all unfulfilled orders will be furnished in writing to BEE123, who will be entitled, but not obliged, to fulfil such orders and BEE123 will not be required to pay any Rebates to the Partner in respect thereof, or in respect of any renewals pursuant to fulfilled orders; 17.6 the Partner shall have no claim against BEE123 in respect of any benefits that may or would have accrued to it following the date TDC prior to the termination) under this Agreement or otherwise, if this Agreement is terminated by the TDC: (a) the Consultant shall be liable for any amount in excess of the overall cost of this Agreement incurred by the TDC in awarding, assigning and/or engaging another consultant to complete the uncompleted Consultancy Services; (b) the Consultant shall further be liable to the TDC for any legal, professional or other costs and expenses reasonably incurred for or in pursuance of any provisions hereof; (c) all rights and obligations of the parties under this Agreement shall automatically terminate except for such rights of action as shall have accrued prior thereto and any obligation which expressly or by implication is intended to come into or continue in force on or after such termination; 17.7 (d) no compensation whatsoever shall be payable by the Partner will forthwith deliver TDC to BEE123 the Consultant as a result of suspension or early termination of this Agreement. The TDC shall not be responsible for any software and materials that are loss or expenses suffered or incurred by the property Consultant' due to suspension or early termination of BEE123 and BEE123 may enter any premises and recover possession of and remove such software and materialsthis Agreement; 17.8 (e) the Partner TDC shall cease to have'any further obligation under this Agreement upon its termination, including without limitation the'obligation to make Received by NSD/FARA Registration Unit 05/20/2019 10:28:46 AM Received by NSD/FARA Registration Unit 05/20/2019 10:28:46 AM further instalment payments; (f) any amounts paid in respect of the Consultancy Services which have not remove or interfere with any matter of BEE123, which is been performed at the premises date of suspension or termination shall be refunded to the TDC on a BEE123 Customer and shall by no act or omission do anything which could prejudice BEE123’s name, image, business prospects or interest in any way with any BEE123 Customerpro-rata basis; and 17.9 except as otherwise provided herein, (g) in the event of termination of this Agreement under Clause 15.3 by the TDC,- Clauses 16.1(a) and (b) shall not apply and subject to the other terms and conditions of this Agreement, the TDC will pay the Consultant for the Consultancy Services rendered up to the date of suspension or termination on a pro-rata basis. 16.2 Upon the expiration or early termination of this Agreement, the Consultant shall at its expense promptly deliver and send to the TDC all the Materials (finished or unfinished) and the documents containing the Confidential Information, including without limitation any rights products, documents, drafts and working papers in whatever medium which are in the custody, control or obligations which have accrued possession of the Consultant, its sub-contractors or their respective officers, employees and 16.3 In the event of termination prior to terminationthe completion of the Consultancy Services, neither Party shall have the XDC may itself complete the Consultancy Services or (at the option of the TDC) may engage, use or employ any further obligation other consultant to complete the said services and the TDC or such other consultant may use the Materials (whether or not title has passed to the other under this AgreementTDC in respect thereof) and the Licensed Property or any part thereof for such completion.