Consequences of Termination and Client’s rights Clause Samples

Consequences of Termination and Client’s rights. Without prejudice to GC 20.5, upon termination, the Client shall be entitled, but not have the obligation, to: (A) complete the Products, itself or engage any other contractor to do so for the Client’s own benefit and (B) request the Contractor to assign (and, if so, the Contractor shall thereupon assign) to the Client the benefit of any agreement for the supply of any Products or Equipment including any associated guarantees and warranties which the Contractor may have entered into for the purpose of the Agreement and title to all Products, Equipment and other assets which are vested in the Contractor at that time and have been acquired by the Contractor for the purposes of the performance of the Agreement, including any right that is the subject matter of GC 13 Contractor acknowledges that in principle the benefits of all abovementioned agreements will be assignable, and it will use its best efforts to make all such agreements assignable as regards their benefits; and (C) suspend any further payment to the Contractor, In case the Client decides to make good and complete the Products, the Client shall be entitled to the reimbursement by the Contractor of the extra costs (i.e. the total cost incurred by the Client for the Making Good and realization of the Products, less the price of the Agreement). Upon the Client’s request, the Contractor shall immediately pay the extra costs increased by ten (10) % for management costs to the Client. The reimbursement of the extra costs shall be free of any withholding taxes, taxes, or other charges. To the extent that the title has not yet been transferred to the Client in accordance with GC 10, the Contractor shall transfer or assign to the Client, as the Client shall direct, all the Contractor’s rights, title and interests in and to the Products and the Equipment which the Client is required to pay for according to the above. If the amounts already paid by Client to Contractor under the Agreement are higher than the Ending Value, Contractor shall promptly reimburse to Client the difference between the already paid amount under the Agreement and the Ending Value. If the amounts already paid by Client to Contractor under the Agreement are lower than the termination fee, Client shall pay the difference between the Ending Value and the amounts already paid under the Agreement.
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Related to Consequences of Termination and Client’s rights

  • TERMINATION AND CONSEQUENCES OF TERMINATION Either Party may immediately terminate this Agreement upon written notice if this other Party: materially breaches this Agreement, and such breach is incapable of cure, or, if the breach is capable of cure, fails to cure such breach within [NUMBER] days after receiving written notice of the breach; becomes insolvent or is generally unable to pay its debts as they become due; files, or has filed against it, a petition for voluntary or involuntary bankruptcy, or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; makes or seeks to make a general assignment for the benefit of its creditors; applies for, or has appointed, a receiver, trustee, custodian, or similar agent by order of a court of competent jurisdiction to take charge of or sell any material portion of its property or business; or is dissolved or liquidated. The expiration or termination of this Agreement shall not affect any rights or obligations that: (i) are intended to survive such expiration or termination; and (ii) were incurred by the Parties prior to such expiration or termination. Upon the expiration or termination of this Agreement for any reason, each Party shall promptly: [return to the other Party/destroy] all documents and tangible materials (including any copies) containing, reflecting, incorporating, or based on the other Party’s Confidential Information; permanently erase all of the other Party’s Confidential Information from its computer systems, [except for copies that are: (i) required to be retained under applicable laws; or (ii) maintained as archive copies on its disaster recovery or information technology backup systems, which shall be destroyed upon the normal expiration of such backup files, or as otherwise required by law]; and certify in writing to the other Party that it has complied with these requirements.

  • Consequences of Termination If this Agreement is terminated pursuant to this Article, the Funder may: (a) cancel all further Funding instalments; (b) demand the repayment of any Funding remaining in the possession or under the control of the HSP; (c) through consultation with the HSP, determine the HSP’s reasonable costs to wind down the Services; and

  • CONSEQUENCES OF TERMINATION AND EXPIRY 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

  • Consequences of Termination on Notice by the Province If the Province terminates the Agreement pursuant to section A11.1, the Province may take one or more of the following actions: (a) cancel further instalments of Funds; (b) demand from the Recipient the payment of any Funds remaining in the possession or under the control of the Recipient; and (c) determine the reasonable costs for the Recipient to wind down the Project, and do either or both of the following: (i) permit the Recipient to offset such costs against the amount the Recipient owes pursuant to section A11.2(b); and (ii) subject to section A4.1(a), provide Funds to the Recipient to cover such costs.

  • Effects of Termination In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.