Common use of Immediate Termination of Contract Clause in Contracts

Immediate Termination of Contract. Without restricting any other remedies or termination rights available at law, DSM may immediately terminate the Contract upon giving notice to the Vendor where: (a) the Vendor is adjudged bankrupt, makes a general assignment for the benefit of its creditors or a receiver is appointed on account of the Vendor’s insolvency; (b) the Vendor breaches any provision in Article 6 (Confidentiality and FIPPA) of the Contract; (c) the Vendor breaches the Conflict of Interest paragraph in Article 3 (Nature of Relationship Between DSM and Vendor) of the Contract; (d) the Vendor, prior to or after executing the Contract, makes a material misrepresentation or omission or provides materially inaccurate information to DSM; (e) the Vendor undergoes a change in control which adversely affects the Vendor’s ability to satisfy some or all of its obligations under the Contract; (f) the Vendor subcontracts for the provision of part or all of the Deliverables or assigns the Contract without first obtaining the written approval of DSM; (g) the Vendor fails to secure or renew any license or permit required by law, or if such license or permit is revoked or suspended; (h) the Vendor or any officer or director of the Vendor is found guilty of an indictable offence; (i) the Vendor is in breach of any applicable statute, by-law or regulation; (j) technological changes or changes in legislation require immediate change in the use of Deliverables; (k) change in clinical procedure(s) or practice by DSM so warrants; (l) the Vendor’s acts or omissions constitute a substantial failure of performance; or (m) the Vendor’s acts or omissions adversely affect patient and/or staff safety and the standards of patient care and/or client services. (n) the Vendor’s Deliverable in the case of a consumable Product;  Is unsatisfactory or inadequate;  Has unacceptable shelf life/expiration dates;  Has inadequate technical and/or sales support; Provided that DSM has first notified the Vendor in writing of the default or failure and the Vendor has failed or neglected to remedy such default or failure to the satisfaction of DSM within fifteen (15) calendar days following the date of DSM’s notice to the Vendor. In addition to its other rights of hold back or set off, DSM may hold back payment or set off against any payments owed if the Vendor fails to comply with its obligations on termination.

Immediate Termination of Contract. Without restricting any other remedies or termination rights available at law, DSM ‌ The Purchaser may immediately terminate the Contract PA upon giving notice to the Vendor Supplier where: (a) the Vendor Supplier is adjudged bankrupt, makes a general assignment for the benefit of its creditors or a receiver is appointed on account of the VendorSupplier’s insolvency; (b) the Vendor Supplier breaches any provision in Article 6 14 (Confidentiality and FIPPAMFIPPA) of the ContractPA; (c) the Vendor Supplier breaches the Conflict of Interest paragraph in Article 3 1 (Nature of Relationship Between DSM Definitions, Interpretation and VendorGeneral Provisions) of the ContractPA; (d) the VendorSupplier, prior to or after executing the ContractPA, makes a material misrepresentation or omission or provides materially inaccurate information to DSMthe Purchaser; (e) the Vendor Supplier undergoes a change in control which which, in the sole opinion of the Purchaser, adversely affects the VendorSupplier’s ability to satisfy some or all of its obligations under the ContractPA; (f) the Vendor Supplier subcontracts for the provision of part or all of the Deliverables or assigns the Contract PA without first obtaining the written approval of DSM;the Purchaser and/or Metrolinx as the case may be; or (g) the Vendor fails to secure or renew any license or permit required by law, or if such license or permit is revoked or suspended; (h) the Vendor or any officer or director of the Vendor is found guilty of an indictable offence; (i) the Vendor is in breach of any applicable statute, by-law or regulation; (j) technological changes or changes in legislation require immediate change in the use of Deliverables; (k) change in clinical procedure(s) or practice by DSM so warrants; (l) the VendorSupplier’s acts or omissions constitute a substantial failure of performance; or; (mh) the VendorSupplier’s acts or omissions adversely affect patient and/or staff safety and constitute a substantial failure of performance provided that the standards Purchaser has provided the Supplier with written notice of patient care and/or client services. (n) the Vendor’s Deliverable in the case of a consumable Product;  Is unsatisfactory or inadequate;  Has unacceptable shelf life/expiration dates;  Has inadequate technical and/or sales support; Provided that DSM has first notified the Vendor in writing of the default or such failure and the Vendor Supplier has failed or neglected to remedy not cured the failure (where such default or failure is curable) to the Purchaser reasonable satisfaction within ten business days after receipt of DSM within fifteen (15) calendar days following the date written notice with details of DSM’s notice to the Vendor. In failure and the above rights of termination are in addition to its all other rights of hold back termination available at law, or set offevents of termination by operation of law. and the above rights of termination are in addition to all other rights of termination available at law, DSM may hold back payment or set off against any payments owed if the Vendor fails to comply with its obligations on terminationevents of termination by operation of law.