Common use of Exclusion of a Contractor Clause in Contracts

Exclusion of a Contractor. In the event of breach by a Contractor of its obligations under this Consortium Agreement or the Contract which is irremediable or which is not remedied within thirty (30) calendar days or such other period agreed by the Steering Committee, of a written notice from the Coordinator according to the decision of the Steering Committee, requiring that such breach be remedied, then the General Assembly may decide to terminate this Consortium Agreement with respect to such Defaulting Contractor following a minimum of thirty (30) calendar days prior written notice sent by the Coordinator to the Defaulting Contractor. Such termination shall take place with respect to the Defaulting Contractor and the latter shall be deemed to have agreed to the termination of the Contract in respect of its participation therein under the general provisions of Contract, as the other Contractors and/or the Commission shall decide provided always that: (a) any and all Access Rights granted to the Defaulting Contractor by the other Contractors as well as under the Contract for carrying out the Project, shall cease immediately; but any and all Access Rights granted by the Defaulting Contractor to the other Contractors shall remain in full force and effect; (b) the tasks of the Defaulting Contractor, shall be assigned according to the decision of the General Assembly. The preference shall be granted to one or more of the remaining Contractors. (c) the Defaulting Contractor shall: - assume all reasonable direct costs increase (if any), resulting from the assignment referred to in (b) above in comparison with the Budget of the Defaulting Contractor as specified in the Annex A of this Consortium Agreement, and be liable for any so resulting reasonable additional direct cost caused to the other Contractors The Defaulting Contractor’s liability under this Article 10.3(c) shall not exceed its own Project Share. (d) termination of this Consortium Agreement and/or cessation of licenses granted to the Defaulting Contractor in accordance with Article 7.3 herein shall not terminate any sublicenses granted or agreed to be granted or offered by the Defaulting Contractor in accordance with Article 7.3.4 of this Consortium Agreement prior to the date on which such termination of this Consortium Agreement and/or cessation of licenses becomes effective, provided that the Contractor or Contractors which generated the Knowledge or Pre-existing Know-how so sublicensed shall have the right to have an assignment of the Defaulting Contractor's rights under such sublicenses. The provisions above shall also apply in the event that: - any Contractor's participation in the Contract is terminated by the Commission pursuant to the provisions of the Contract, other than following a request to voluntarily withdraw from the Project in accordance with Article 9.3 herein; or any Contractor enters into bankruptcy or liquidation or any other arrangement for the benefit of its creditors and the other Contractors, subject to approval by the Commission, decide to terminate the Consortium Agreement with respect to that Contractor, to take over the fulfillment of such Contractor's obligations and to receive subsequent payments under the Contract in respect thereof.

Exclusion of a Contractor. In the event of breach by a Contractor of its obligations under this Consortium Agreement or the Contract which is irremediable or which is not remedied within thirty (30) calendar days or such other period agreed by the Steering Committee, of a written notice from the Coordinator according to the decision of the Steering Committee, requiring that such breach be remedied, then the General Assembly may decide to terminate this Consortium Agreement with respect to the such Defaulting Contractor following a minimum of thirty (30) calendar days prior to written notice sent by the Coordinator to the Defaulting Contractor. Such termination shall take place with respect to the Defaulting Contractor and the latter shall be deemed to have agreed to the termination of the Contract in respect of its participation therein under the general provisions of Contract, as the other Contractors and/or the Commission shall decide provided always that: (a) any and all Access rights Rights granted to the Defaulting Contractor by the other Contractors as well as under the Contract for carrying out the Project, shall cease immediately; but any and all Access rights Rights granted by the Defaulting Contractor to the other Contractors shall remain in full force and effect; (b) the tasks of the Defaulting Contractor, shall be assigned according to the decision of the General AssemblyAssemblySteering Committee. The preference shall be granted to one or more of the remaining Contractors. (c) the Defaulting Contractor shall: - assume all reasonable direct costs increase (if any), resulting from the assignment referred to in (b) above in comparison with the Budget of the Defaulting Contractor as specified in the Annex A of this Consortium Agreement, and be liable for any so resulting reasonable additional direct cost caused to the other Contractors Contractors. The Defaulting Contractor’s liability under this Article 10.3(c) shall not exceed its own Project Share. (d) termination of this Consortium Agreement and/or cessation of licenses granted to the Defaulting Contractor in accordance with Article 7.3 herein shall not terminate any sublicenses granted or agreed to be granted or offered by the Defaulting Contractor in accordance with Article 7.3.4 of this Consortium Agreement prior to the date on which such termination of this Consortium Agreement and/or cessation of licenses becomes effective, provided that the Contractor or Contractors which generated the Knowledge or Pre-existing Know-how so sublicensed shall have the right to have an assignment of the Defaulting Contractor's rights under such sublicenses. The provisions above shall also apply in the event events that: - any Contractor's participation in the Contract is terminated by the Commission pursuant to the provisions of the Contract, other than following a request to voluntarily withdraw from the Project in accordance with Article 9.3 herein; or then, without prejudice to any other rights of the other Contractors any Contractor enters into bankruptcy or liquidation or any other arrangement for the benefit of its creditors and the other Contractors, subject to approval by the Commission, decide to terminate the Consortium Agreement with respect to that Contractor, to take over the fulfillment of such Contractor's obligations and to receive subsequent payments under the Contract in respect thereof.