Common use of Event of Default Termination Clause in Contracts

Event of Default Termination. 11.1 Each and every of the following events shall constitute an Event of Default - 11.1.1 if the Owner fails to pay the Builder any amount which becomes payable by it pursuant to this Agreement on the due date for such payment; and/or 11.1.2 if the Owner commits a breach of a term of this Agreement, the Sale Agreement and/or the Building Loan; and/or 11.1.3 if the Owner repudiates this Agreement, the Sale Agreement and/or the Building Loan; and/or 11.1.4 if the Owner commits an act of insolvency, as contemplated in the Insolvency Act No. 24 of 1936, as amended; and/or 11.1.5 if the Owner’s shareholder/s and/or directors propose or pass a resolution for its liquidation or winding-up or to place it under business rescue proceedings; and/or 11.1.6 if any circumstances exist which may result in the Owner being placed under business rescue proceedings, whether voluntarily or on application by a third party; and/or 11.1.7 if a third party launches an application in terms whereof such third party seeks to place the Owner under business rescue proceedings; and/or 11.1.8 if the Owner or Builder has an order granted against or in respect of it, in terms of which that Party is sought to be provisionally or finally wound up, liquidated, dissolved, sequestrated or has any equivalent application or proceedings brought against it in terms of any equivalent applicable legislation; and/or 11.1.9 if the Builder, without cause, wholly suspends the Works before the completion thereof and fails to re-commence with the Works within a period of 30 (thirty) days of being called upon to do so by the Owner in writing; and/or 11.1.10 if the Builder refuses to execute the Works in accordance with industry norms and persists in its refusal for a period of 30 (thirty) days after being called upon by the Owner in writing to rectify its breach. 11.2 If an Event of Default occurs, then, notwithstanding, without detraction from and in addition to any other right which the Parties may have, in terms of or arising from this Agreement or at law, the Builder or the Owner, as the case may be shall be entitled - 11.2.1 to immediately cease to perform any further Works in so far as such Works are not complete, pending rectification of the breach; 11.2.2 to cancel this Agreement on written notice to the other Party or to claim specific performance of this Agreement by the other Party; and 11.2.3 to claim damages from the other Party. 11.3 If the Works are suspended as contemplated in clause 11.2.1 above, the Parties agree that – 11.3.1 the Owner shall bear the risk in and to the completed Works and for all stock and material on the Property; 11.3.2 the Owner shall be liable for all escalations in the Contract Sum and shall make payment of such amounts forthwith against the Builder’s demand for such payment; and 11.3.3 the date before which the Works are to be completed, as determined in terms of clause 7.3 below, shall be extended by a period equal to the number of days between the date of the Event of Default and the date of rectification thereof as certified by the Principal Agent. 11.4 Notwithstanding anything to the contrary herein contained, if for any reason whatsoever the start of the building operations is delayed for a period of 12 (twelve) months or longer, reckoned form the Signature Date, for reasons beyond the control of the Builder, then at the option of the Builder, this Agreement may be cancelled by the Builder on written notice to the Owner and thereafter neither Party shall have any claim against the other howsoever arising, save to the extent that such delay is attributable to the Owner, in which event the Owner shall be liable for all of the costs incurred by the Builder pursuant to this Agreement. 11.5 If in any legal proceedings or arbitration relating to the enforcement by the Builder of its rights in terms of this Agreement, a Court or arbitrator awards costs to the Builder, such costs shall be determined and recoverable on the scale as between an attorney and own client and shall include collection charges, the costs incurred by the Builder in endeavouring to enforce such rights prior to the institution of legal proceedings and the costs incurred in connection with the satisfaction or enforcement of any award or judgment awarded in favour of the Builder in relation to its rights in terms of or arising out of this Agreement.

Event of Default Termination. 11.1 Each and every of the The following events shall constitute be deemed an “Event of Default - 11.1.1 if Default” under the Owner fails to pay the Builder any amount which becomes payable by it pursuant to this Agreement on the due date for such payment; and/or 11.1.2 if the Owner commits a breach of a term terms of this Agreement: 3.2.1 either Party’s failure to pay any amount due and owing under this Agreement within ten (10) Business Days after written notice from the non-defaulting Party; 3.2.2 either Party’s failure to perform any material agreement, the Sale covenant, term or provision of this Agreement and/or the Building Loan; and/or 11.1.3 if the Owner repudiates this Agreement, the Sale Agreement and/or the Building Loan; and/or 11.1.4 if the Owner commits an act of insolvency, as contemplated in the Insolvency Act No. 24 of 1936, as amended; and/or 11.1.5 if the Owner’s shareholder/s and/or directors propose or pass a resolution for its liquidation or winding-up or to place it under business rescue proceedings; and/or 11.1.6 if any circumstances exist which may result in the Owner being placed under business rescue proceedings, whether voluntarily or on application by a third party; and/or 11.1.7 if a third party launches an application in terms whereof and such third party seeks to place the Owner under business rescue proceedings; and/or 11.1.8 if the Owner or Builder has an order granted against or in respect of it, in terms of which that Party is sought to be provisionally or finally wound up, liquidated, dissolved, sequestrated or has any equivalent application or proceedings brought against it in terms of any equivalent applicable legislation; and/or 11.1.9 if the Builder, without cause, wholly suspends the Works before the completion thereof and fails to re-commence with the Works within a period of 30 (thirty) days of being called upon to do so by the Owner in writing; and/or 11.1.10 if the Builder refuses to execute the Works in accordance with industry norms and persists in its refusal failure continues for a period of 30 thirty (thirty30) days after written notice from the non-defaulting Party; provided, however, if such failure is not reasonably capable of being called upon by cured within such thirty (30) day period as a result of a Force Majeure or otherwise, the Owner non-performing Party shall have an additional, reasonable period of time to cure such default not to exceed an additional ninety (90) days if such non-performing Party promptly commences to cure within such thirty (30) day period and diligently pursues such cure thereafter to its completion; 3.2.3 ANLBC defaults under any material term of the Assurance Agreement beyond any applicable cure periods; or 3.2.4 A Non-Relocation Default (as such term is defined in writing the Non-Relocation Agreement) shall have occurred beyond any applicable cure periods. Upon any Event of Default, the Parties shall have all rights and remedies available at law or in equity and the right to rectify its breach. 11.2 If an terminate this Agreement; provided, however, with respect to any Event of Default occurscaused by a Non-Relocation Default, thenthe County Parties shall have, notwithstanding, without detraction from and in addition to any the right to terminate this Agreement, all other right which remedies available under the Parties may have, in terms of or arising from this Agreement or at law, the Builder or the Owner, as the case may be shall be entitled Non- 11.2.1 to immediately cease to perform any further Works in so far as such Works are not complete, pending rectification Relocation Agreement. If there is a dispute of the breach; 11.2.2 exercise of such termination right by a Party, then in order for the exercise of such right to cancel this Agreement on written notice be valid, a Party must submit to the other Party or to claim specific performance of this Agreement by the other Party; and 11.2.3 to claim damages from the other Party. 11.3 If the Works are suspended as contemplated dispute resolution process set forth in clause 11.2.1 above, the Parties agree that – 11.3.1 the Owner shall bear the risk in and to the completed Works and for all stock and material on the Property; 11.3.2 the Owner shall be liable for all escalations in the Contract Sum and shall make payment of such amounts forthwith against the Builder’s demand for such payment; and 11.3.3 the date before which the Works are to be completed, as determined in terms of clause 7.3 Article 16 below, shall be extended by a period equal to the number of days between the date of the Event of Default and the date of rectification thereof as certified by the Principal Agent. 11.4 Notwithstanding anything to the contrary herein contained, if for any reason whatsoever the start of the building operations is delayed for a period of 12 (twelve) months or longer, reckoned form the Signature Date, for reasons beyond the control of the Builder, then at the option of the Builder, this Agreement may be cancelled by the Builder on written notice to the Owner and thereafter neither Party shall have any claim against the other howsoever arising, save to the extent that such delay is attributable to the Owner, in which event the Owner shall be liable for all of the costs incurred by the Builder . Any termination right effectuated pursuant to this Agreement. 11.5 If in Section 2.23.2. will not be effective until the conclusion of the then current MLB season including any legal proceedings or arbitration relating applicable postseason games. In addition to the enforcement by the Builder of its termination rights in terms of this Agreement, a Court or arbitrator awards costs to the Builder, such costs shall be determined and recoverable on the scale as between an attorney and own client and shall include collection charges, the costs incurred by the Builder in endeavouring to enforce such rights prior to the institution of legal proceedings and the costs incurred in connection with the satisfaction or enforcement of any award or judgment awarded in favour of the Builder Parties set forth above, BSC shall have the right to terminate this Agreement in relation to its rights in terms of or arising out of this Agreementthe event the Bonds have not been issued by December 31, 2014.

Event of Default Termination. 11.1 Each and every of the following events shall constitute an Event of Default - 11.1.1 if the Owner fails to pay the Builder any amount which becomes payable by it pursuant to this Agreement on the due date for such payment; and/or 11.1.2 if the Owner commits a breach of a term of this Agreement, the Sale Agreement and/or the Building Loan; and/or 11.1.3 if the Owner repudiates this Agreement, the Sale Agreement and/or the Building Loan; and/or 11.1.4 if the Owner commits an act of insolvency, as contemplated in the Insolvency Act No. 24 of 1936, as amended; and/or 11.1.5 if the Owner’s shareholder/s and/or directors propose or pass a resolution for its liquidation or winding-up or to place it under business rescue proceedings; and/or 11.1.6 if any circumstances exist which may result in the Owner being placed under business rescue proceedings, whether voluntarily or on application by a third party; and/or 11.1.7 if a third party launches an application in terms whereof such third party seeks to place the Owner under business rescue proceedings; and/or 11.1.8 if the Owner or Builder has an order granted against or in respect of it, in terms of which that Party is sought to be provisionally or finally wound up, liquidated, dissolved, sequestrated or has any equivalent application or proceedings brought against it in terms of any equivalent applicable legislation; and/or 11.1.9 if the Builder, without cause, wholly suspends the Works before the completion thereof and fails to re-commence with the Works within a period of 30 (thirty) days of being called upon to do so by the Owner in writing; and/or 11.1.10 if the Builder refuses to execute the Works in accordance with industry norms and persists in its refusal for a period of 30 (thirty) days after being called upon by the Owner in writing to rectify its breach. 11.2 If an Event of Default occurs, then, notwithstanding, without detraction from and in addition to any other right which the Parties may have, in terms of or arising from this Agreement or at law, the Builder or the Owner, as the case may be shall be entitled - 11.2.1 to immediately cease to perform any further Works in so far as such Works are not complete, pending rectification of the breach; 11.2.2 to cancel this Agreement on written notice to the other Party or to claim specific performance of this Agreement by the other Party; and 11.2.3 to claim damages from the other Party. 11.3 If the Works are suspended as contemplated in clause 11.2.1 above, the Parties agree that – 11.3.1 the Owner shall bear the risk in and to the completed Works and for all stock and material on the Property; 11.3.2 the Owner shall be liable for all escalations in the Contract Sum and shall make payment of such amounts forthwith against the Builder’s demand for such payment; and 11.3.3 the date before which the Works are to be completed, as determined in terms of clause 7.3 below, shall be extended by a period equal to the number of days between the date of the Event of Default and the date of rectification thereof as certified by the Principal Agent. 11.4 Notwithstanding anything to the contrary herein contained, if for any reason whatsoever the start of the building operations is delayed for a period of 12 (twelve) months or longer, reckoned form the Signature Date, for reasons beyond the control of the Builder, then at the option of the Builder, this Agreement may be cancelled by the Builder on written notice to the Owner and thereafter neither Party shall have any claim against the other howsoever arising, save to the extent that such delay is attributable to the Owner, in which event the Owner shall be liable for all of the costs incurred by the Builder pursuant to this Agreement. 11.5 If in any legal proceedings or arbitration relating to the enforcement by the Builder of its rights in terms of this Agreement, a Court or arbitrator awards costs to the Builder, such costs shall be determined and recoverable on the scale as between an attorney and own client and shall include collection charges, the costs incurred by the Builder in endeavouring to enforce such rights prior to the institution of legal proceedings and the costs incurred in connection with the satisfaction or enforcement of any award or judgment awarded in favour of the Builder in relation to its rights in terms of or arising out of this Agreement.

Event of Default Termination. 11.1 Each and every of the following events shall constitute an Event of Default - 11.1.1 if the Owner fails to pay the Builder any amount which becomes payable by it pursuant to this Agreement on the due date for such payment; and/or 11.1.2 if the Owner commits a breach of a term of this Agreement, the Sale Agreement and/or the Building Loan; and/or 11.1.3 if the Owner repudiates this Agreement, the Sale Agreement and/or the Building Loan; and/or 11.1.4 if the Owner commits an act of insolvency, as contemplated in the Insolvency Act No. 24 of 1936, as amended; and/or 11.1.5 if the Owner’s shareholder/s and/or directors propose or pass a resolution for its liquidation or winding-up or to place it under business rescue proceedings; and/or 11.1.6 if any circumstances exist which may result in the Owner being placed under business rescue proceedings, whether voluntarily or on application by a third party; and/or 11.1.7 if a third party launches an application in terms whereof such third party seeks to place the Owner under business rescue proceedings; and/or 11.1.8 if the Owner or Builder has an order granted against or in respect of it, in terms of which that Party is sought to be provisionally or finally wound up, liquidated, dissolved, sequestrated or has any equivalent application or proceedings brought against it in terms of any equivalent applicable legislation; and/or 11.1.9 if the Builder, without cause, wholly suspends the Works before the completion thereof and fails to re-commence with the Works within a period of 30 (thirty) days of being called upon to do so by the Owner in writing; and/or 11.1.10 if the Builder refuses to execute the Works in accordance with industry norms and persists in its refusal for a period of 30 (thirty) days after being called upon by the Owner in writing to rectify its breach. 11.2 If an Event of Default occurs, then, notwithstanding, without detraction from and in addition to any other right which the Parties may have, in terms of or arising from this Agreement or at law, the Builder or the Owner, as the case may be shall be entitled - 11.2.1 to immediately cease to perform any further Works in so far as such Works are not complete, pending rectification of the breach; 11.2.2 to cancel this Agreement on written notice to the other Party or to claim specific performance of this Agreement by the other Party; and 11.2.3 to claim damages from the other Party. 11.3 If the Works are suspended as contemplated in clause 11.2.1 above, the Parties agree that – 11.3.1 the Owner shall bear the risk in and to the completed Works and for all stock and material on the Property; 11.3.2 the Owner shall be liable for all escalations in the Contract Sum and shall make payment of such amounts forthwith against the Builder’s demand for such payment; and 11.3.3 the date before which the Works are to be completed, as determined in terms of clause 7.3 below, shall be extended by a period equal to the number of days between the date of the Event of Default and the date of rectification thereof as certified by the Principal Agent. 11.4 Notwithstanding anything to the contrary herein contained, if for any reason whatsoever the start of the building operations is delayed for a period of 12 (twelve) months or longer, reckoned form the Signature Date, for reasons beyond the control of the Builder, then at the option of the Builder, this Agreement may be cancelled by the Builder on written notice to the Owner and thereafter neither Party shall have any claim against the other howsoever arising, save to the extent that such delay is attributable to the Owner, in which event the Owner shall be liable for all of the costs incurred by the Builder pursuant to this Agreement. 11.5 If in any legal proceedings or arbitration relating to the enforcement by the Builder of its rights in terms of this Agreement, a Court or arbitrator awards costs to the Builder, such costs shall be determined and recoverable on the scale as between an attorney and own client and shall include collection charges, the costs incurred by the Builder in endeavouring to enforce such rights prior to the institution of legal proceedings and the costs incurred in connection with the satisfaction or enforcement of any award or judgment awarded in favour of the Builder in relation to its rights in terms of or arising out of this Agreement.

Event of Default Termination. 11.1 12.1 Each and every of the following events shall constitute an Event of Default - 11.1.1 12.1.1 if the Owner fails to pay the Builder any amount which becomes payable by it pursuant to this Agreement on the due date for such payment; and/or 11.1.2 12.1.2 if the Owner commits a breach of a term of this Agreement, the Sale Agreement and/or the Building Loan; and/or 11.1.3 12.1.3 if the Owner repudiates this Agreement, the Sale Agreement and/or the Building Loan; and/or 11.1.4 12.1.4 if the Owner commits an act of insolvency, as contemplated in the Insolvency Act No. 24 of 1936, as amended; and/or 11.1.5 12.1.5 if the Owner’s shareholder/s and/or directors propose or pass a resolution for its liquidation or winding-up or to place it under business rescue proceedings; and/or 11.1.6 12.1.6 if any circumstances exist which may result in the Owner being placed under business rescue proceedings, whether voluntarily or on application by a third party; and/or 11.1.7 12.1.7 if a third party launches an application in terms whereof such third party seeks to place the Owner under business rescue proceedings; and/or 11.1.8 12.1.8 if the Owner or Builder has an order granted against or in respect of it, in terms of which that Party is sought to be provisionally or finally wound up, liquidated, dissolved, sequestrated or has any equivalent application or proceedings brought against it in terms of any equivalent applicable legislation; and/or 11.1.9 12.1.9 if the Builder, without cause, wholly suspends the Works before the completion thereof and fails to re-commence with the Works within a period of 30 (thirty) days of being called upon to do so by the Owner in writing; and/or 11.1.10 12.1.10 if the Builder refuses to execute the Works in accordance with industry norms and persists in its refusal for a period of 30 (thirty) days after being called upon by the Owner in writing to rectify its breach. 11.2 12.2 If an Event of Default occurs, then, notwithstanding, without detraction from and in addition to any other right which the Parties may have, in terms of or arising from this Agreement or at law, the Builder or the Owner, as the case may be shall be entitled - 11.2.1 12.2.1 to immediately cease to perform any further Works in so far as such Works are not complete, pending rectification of the breach; 11.2.2 12.2.2 to cancel this Agreement on written notice to the other Party or to claim specific performance of this Agreement by the other Party; and 11.2.3 12.2.3 to claim damages from the other Party. 11.3 If 12.3 In the event that the Works are suspended as contemplated in clause 11.2.1 12.2.1 above, the Parties agree that – 11.3.1 12.3.1 the Owner shall bear the risk in and to the completed Works and for all stock and material on the Property; 11.3.2 12.3.2 the Owner shall be liable for all escalations in the Contract Sum and shall make payment of such amounts forthwith against the Builder’s demand for such payment; and 11.3.3 12.3.3 the date before which the Works are to be completed, as determined in terms of clause 7.3 below8.3, shall be extended by a period equal to the number of days between the date of the Event of Default and the date of rectification thereof as certified by the Principal Agent. 11.4 12.4 Notwithstanding anything to the contrary herein contained, if for any reason whatsoever the start of the building operations is delayed for a period of 12 (twelve) months or longer, reckoned form the Signature Date, for reasons beyond the control of the Builder, then at the option of the Builder, this Agreement may be cancelled by the Builder on written notice to the Owner and thereafter neither Party shall have any claim against the other howsoever arising, save to the extent that such delay is attributable to the Owner, in which event the Owner shall be liable for all of the costs incurred by the Builder pursuant to this Agreement. 11.5 12.5 If in any legal proceedings or arbitration relating to the enforcement by the Builder of its rights in terms of this Agreement, a Court or arbitrator awards costs to the Builder, such costs shall be determined and recoverable on the scale as between an attorney and own client and shall include collection charges, the costs incurred by the Builder in endeavouring to enforce such rights prior to the institution of legal proceedings and the costs incurred in connection with the satisfaction or enforcement of any award or judgment awarded in favour of the Builder in relation to its rights in terms of or arising out of this Agreement.

Event of Default Termination. 11.1 Each and every of the following events shall constitute an Event of Default - 11.1.1 if the Owner fails to pay the Builder 6.1 Notwithstanding any amount which becomes payable by it pursuant to this Agreement on the due date for such payment; and/or 11.1.2 if the Owner commits a breach of a term other provision of this Agreement, if any Event of Default (as defined in the Sale Supply and Offtake Agreement) with respect to the Company, on the one hand, or ▇▇▇▇, on the other hand (such defaulting Party, the “Defaulting Party”) has occurred and is continuing, ▇▇▇▇ (where the Company is the Defaulting Party) or the Company (where ▇▇▇▇ is the Defaulting Party) (such non-defaulting Party or Parties, the “Non-Defaulting Party”) may, without notice, (i) terminate the Agreement and demand payment of all obligations due to it hereunder by the Defaulting Party and/or (ii) subject to Section 6.2, exercise any rights and remedies provided or available to the Building Loan; and/orNon-Defaulting Party under this Agreement or at law or equity, including all remedies provided under the Uniform Commercial Code and as provided under Section 6.3. 11.1.3 if 6.2 No delay or failure on the Owner repudiates part of the Non-Defaulting Party in exercising any right or remedy to which it may be entitled on account of any Event of Default shall constitute an abandonment of any such right, and the Non-Defaulting Party shall be entitled to exercise such right or remedy at any time during the continuance of an Event of Default. 6.3 The Non-Defaulting Party’s rights under this Section shall be in addition to, and not in limitation or exclusion of, any other rights which the Non-Defaulting Party may have (whether by agreement, operation of law or otherwise), including any rights of recoupment, setoff, combination of accounts or other rights that may from time to time be provided in connection with this Agreement. The Defaulting Party shall indemnify and hold the Non-Defaulting Party harmless from all reasonable costs and expenses, the Sale Agreement and/or the Building Loan; and/or 11.1.4 if the Owner commits an act of insolvencyincluding reasonable attorney fees, as contemplated incurred in the Insolvency Act No. 24 of 1936, as amended; and/or 11.1.5 if the Owner’s shareholder/s and/or directors propose or pass a resolution for its liquidation or winding-up or to place it under business rescue proceedings; and/or 11.1.6 if any circumstances exist which may result in the Owner being placed under business rescue proceedings, whether voluntarily or on application by a third party; and/or 11.1.7 if a third party launches an application in terms whereof such third party seeks to place the Owner under business rescue proceedings; and/or 11.1.8 if the Owner or Builder has an order granted against or in respect of it, in terms of which that Party is sought to be provisionally or finally wound up, liquidated, dissolved, sequestrated or has any equivalent application or proceedings brought against it in terms exercise of any equivalent applicable legislation; and/or 11.1.9 if the Builder, without cause, wholly suspends the Works before the completion thereof and fails to re-commence with the Works within a period of 30 (thirty) days of being called upon to do so by the Owner in writing; and/or 11.1.10 if the Builder refuses to execute the Works in accordance with industry norms and persists in its refusal for a period of 30 (thirty) days after being called upon by the Owner in writing to rectify its breachremedies hereunder. 11.2 6.4 If an Event of Default occurshas occurred and is continuing, then, notwithstandingthe Non-Defaulting Party may, without detraction from and in addition limitation on its rights under this Section, set off amounts which the Defaulting Party owes to it against any amounts which it owes to the Defaulting Party (whether hereunder, under any other right which the Parties may have, in terms of contract or arising from this Agreement agreement or at law, the Builder otherwise and whether or the Owner, as the case may be not then due). Any net amount due hereunder shall be entitled - 11.2.1 to immediately cease to perform any further Works in so far as such Works are not complete, pending rectification of the breach; 11.2.2 to cancel this Agreement on written notice to the other Party or to claim specific performance of this Agreement payable by the other Party; and 11.2.3 to claim damages from the other Partyparty owing such amount within one business day of termination. 11.3 If the Works are suspended as contemplated in clause 11.2.1 above, the Parties agree that – 11.3.1 the Owner shall bear the risk in and to the completed Works and for all stock and material on the Property; 11.3.2 the Owner shall be liable for all escalations in the Contract Sum and shall make payment of such amounts forthwith against the Builder’s demand for such payment; and 11.3.3 the date before which the Works are to be completed, as determined in terms of clause 7.3 below, shall be extended by a period equal to the number of days between the date of the Event of Default and the date of rectification thereof as certified by the Principal Agent. 11.4 Notwithstanding anything to the contrary herein contained, if for any reason whatsoever the start of the building operations is delayed for a period of 12 (twelve) months or longer, reckoned form the Signature Date, for reasons beyond the control of the Builder, then at the option of the Builder, this Agreement may be cancelled by the Builder on written notice to the Owner and thereafter neither Party shall have any claim against the other howsoever arising, save to the extent that such delay is attributable to the Owner, in which event the Owner shall be liable for all of the costs incurred by the Builder pursuant to this Agreement. 11.5 If in any legal proceedings or arbitration relating to the enforcement by the Builder of its rights in terms of this Agreement, a Court or arbitrator awards costs to the Builder, such costs shall be determined and recoverable on the scale as between an attorney and own client and shall include collection charges, the costs incurred by the Builder in endeavouring to enforce such rights prior to the institution of legal proceedings and the costs incurred in connection with the satisfaction or enforcement of any award or judgment awarded in favour of the Builder in relation to its rights in terms of or arising out of this Agreement.

Event of Default Termination. 11.1 Each and every The occurrence of any of the following events shall constitute an “Event of Default” under this Lease: (a) Tenant fails to pay to Landlord, within five (5) Business Days after receipt of Landlord’s notice thereof, any payment of Rent or any other payment required by this Lease to be paid to Landlord, provided however, that Landlord shall not be required to give more than two (2) of such notices in any twelve month period, and thereafter, during such twelve month period, any such Breach shall be an Event of Default -without the giving of any such notice. 11.1.1 if the Owner (b) Tenant fails to pay maintain the Builder any amount which becomes payable by it pursuant insurance that this Lease requires Tenant to this Agreement on maintain; or uses the due date Premises for such payment; and/or 11.1.2 if uses other than the Owner commits a breach of a term of this Agreement, the Sale Agreement and/or the Building Loan; and/or 11.1.3 if the Owner repudiates this Agreement, the Sale Agreement and/or the Building Loan; and/or 11.1.4 if the Owner commits an act of insolvency, as contemplated in the Insolvency Act No. 24 of 1936, as amended; and/or 11.1.5 if the Owner’s shareholder/s and/or directors propose or pass a resolution for its liquidation or winding-up or to place it under business rescue proceedings; and/or 11.1.6 if any circumstances exist which may result in the Owner being placed under business rescue proceedings, whether voluntarily or on application by a third party; and/or 11.1.7 if a third party launches an application in terms whereof such third party seeks to place the Owner under business rescue proceedings; and/or 11.1.8 if the Owner or Builder has an order granted against or in respect of it, in terms of which that Party is sought to be provisionally or finally wound up, liquidated, dissolved, sequestrated or has any equivalent application or proceedings brought against it in terms of any equivalent applicable legislation; and/or 11.1.9 if the Builder, without cause, wholly suspends the Works before the completion thereof and fails to re-commence with the Works within a period of 30 (thirty) days of being called upon to do so by the Owner in writing; and/or 11.1.10 if the Builder refuses to execute the Works in accordance with industry norms and persists in its refusal for a period of 30 (thirty) days after being called upon by the Owner in writing to rectify its breachPermitted Uses. 11.2 If (c) This Lease or the estate hereby granted or the unexpired balance of the Lease Term is by operation of law or otherwise, transferred to, devolves upon, or passes to any person other than Tenant except as is expressly permitted by provisions of Section 9.13. (d) There occurs an Event of Default occurs, then, notwithstanding, without detraction from and as expressly specified in addition to any other right which the Parties may have, in terms of or arising from this Agreement or at law, the Builder or the Owner, as the case may be shall be entitled - 11.2.1 to immediately cease to perform any further Works in so far as such Works are not complete, pending rectification of the breach; 11.2.2 to cancel this Agreement on written notice to the other Party or to claim specific performance Articles of this Agreement by Lease, provided however, that the other Party; and 11.2.3 to claim damages from the other Party. 11.3 If the Works are suspended cure period set forth in subsection (f) below (or such shorter period as contemplated in clause 11.2.1 above, the Parties agree that – 11.3.1 the Owner shall bear the risk in and to the completed Works and for all stock and material on the Property; 11.3.2 the Owner shall be liable for all escalations is set forth in the Contract Sum and respective Articles of this Lease) shall make payment of such amounts forthwith against the Builder’s demand for such payment; and 11.3.3 the date apply in each case before which the Works are to be completed, as determined in terms of clause 7.3 below, shall be extended by a period equal to the number of days between the date of the an Event of Default and the date of rectification thereof as certified by the Principal Agentis deemed to have occurred. 11.4 Notwithstanding anything (e) A petition or proceeding is filed against Tenant by others or is filed by Tenant, or an order for relief is entered with respect to Tenant, under any provision of the contrary herein containedBankruptcy Code or an assignment is made of Tenant’s property for the benefit of creditors or if a receiver, guardian, conservator, or similar officer is appointed to take charge of all or any part of Tenant’s property by a court of competent jurisdiction; unless, except with respect to any such petition or proceeding filed, or order for relief sought, by Tenant, such petition or proceeding or action is dismissed within sixty (60) days after commencement of any such petition, proceeding or action. (f) Any other Breach of this Lease, if such Breach occurs and continue for any reason whatsoever the start thirty (30) days after notice of the building operations such Breach is delayed given to Tenant, or such longer period (not to exceed one hundred eighty (180) days) as is reasonably required for a period of 12 cure so long as Tenant commences such cure within thirty (twelve30) months or longer, reckoned form the Signature Date, for reasons beyond the control of the Builder, then at the option of the Builder, this Agreement may be cancelled by the Builder on written notice to the Owner days and thereafter neither Party shall have any claim against diligently prosecutes the other howsoever arising, save correction to the extent that such delay is attributable to the Owner, in which event the Owner shall be liable for all of the costs incurred by the Builder pursuant to this Agreementcompletion. 11.5 If in any legal proceedings or arbitration relating to the enforcement by the Builder of its rights in terms of this Agreement, a Court or arbitrator awards costs to the Builder, such costs shall be determined and recoverable on the scale as between an attorney and own client and shall include collection charges, the costs incurred by the Builder in endeavouring to enforce such rights prior to the institution of legal proceedings and the costs incurred in connection with the satisfaction or enforcement of any award or judgment awarded in favour of the Builder in relation to its rights in terms of or arising out of this Agreement.