Common use of Term Termination and Consequences of Termination Clause in Contracts

Term Termination and Consequences of Termination. a) This Agreement is effective as of the date received by the Client and will continue in effect until terminated by either party at any time, with or without cause, upon thirty (30) days’ prior written notice to the other party in accordance with the notice provisions in clause 15. Termination of individual Electronic Services (or any part thereof) is set out in paragraph 1 of Schedule D. b) Regardless of any other provision in this Agreement, Instinet has the right to suspend the Investment Services (or any part of it) at any time or terminate this Agreement with or without notice to the Client, and in any case without liability to the Client if: (i) the Client materially breaches this Agreement or breaches any of the representations set out in clauses 3.g) or 3.i); (ii) the Client has breached, or is about to breach any Applicable Rule; (iii) the Client has made or furnished any false or misleading documents, representations or certifications in connection with this Agreement; (iv) the Client has suffered an Insolvency Event or is likely to suffer an Insolvency Event or is no longer permitted or licensed to carry out relevant regulated activities contemplated by this Agreement; (v) investigations are being conducted by a Competent Authority or Execution Venue into the Client or its trading in securities; (vi) the Client is not using the Investment Services in a manner consistent with the terms of this Agreement; (vii) the Client is in default on any payment to Instinet for more than thirty (30) days from the date of the invoice; (viii) there has been no activity on a Client’s account for twelve (12) months or more; or (ix) the Client poses a credit risk to Instinet or any Affiliated Company (as determined by Instinet in its sole discretion) and/or the Client’s credit approval has been denied or revoked for any reason. c) The Client shall notify Instinet promptly in writing of: (i) any communication from any Competent Authority or Execution Venue the effect of which is that the Client must cease to conduct any or all regulated business; (ii) the occurrence of any Insolvency Event or if an Insolvency Event is likely to occur; or (iii) if the Client is no longer permitted or licensed to carry out relevant regulated activities contemplated by this Agreement. d) Without prejudice to clause 10 below, and if applicable, also without prejudice to the terms of Schedule G, the termination of this Agreement does not affect any outstanding Orders or Transactions, or any legal rights or obligations of a Party that have arisen or accrued under this Agreement prior to termination, and those rights and obligations shall continue to be enforceable in accordance with the terms of this Agreement.

Term Termination and Consequences of Termination. a) 11.1 This User Agreement shall commence on the date on which You accept these terms and conditions and shall continue automatically unless this Agreement is effective as terminated by us giving You or You giving us not less than 90 days written notice, such termination to take effect on expiry of the date received by the Client and will continue in effect until notice, unless terminated by either party at any time, with or without cause, upon thirty (30) days’ prior written notice to the other party in accordance with the notice remaining provisions of this clause. 11.2 This User Agreement may be terminated: (a) immediately by a party if the other party commits any breach of any material term of this User Agreement or repeatedly breaches any obligation of this User Agreement which, in clause 15. Termination the case of individual Electronic Services a breach capable of being remedied, shall not have been remedied within 30 days of a written request by the other party to remedy the same; (or any part thereof) is set out in paragraph 1 of Schedule D. b) Regardless immediately by written notice from the non defaulting party to the defaulting party if the defaulting party breaches a material provision of this User Agreement and that breach is not capable of being remedied; (c) immediately if the other party shall: i. cease to carry on business; ii. convene a meeting of its creditors; or iii. ceases to be able to pay its debts as they become due; iv. if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency ▇▇▇ ▇▇▇▇; v. a proposal for any other provision composition scheme or arrangement with or assignment for the benefit of its creditors; or vi. if the other party shall be unable to pay its debts within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇; or vii. if a trustee, received, administrative receiver, administrator or liquidator or similar office is appointed in this Agreement, Instinet has respect of the right to suspend the Investment Services (other party all or any part of it) at its business or assets; or viii. if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction); or ix. if any time or terminate this Agreement with or without notice to the Client, and analogous step is taken in any case without liability to the Client if: (i) the Client materially breaches this Agreement or breaches any of the representations set out in clauses 3.g) or 3.i); (ii) the Client has breached, or is about to breach any Applicable Rule; (iii) the Client has made or furnished any false or misleading documents, representations or certifications in connection with this Agreement; (iv) the Client has suffered an Insolvency Event or is likely to suffer an Insolvency Event or is no longer permitted or licensed to carry out relevant regulated activities contemplated by this Agreement; (v) investigations are being conducted by a Competent Authority or Execution Venue into the Client or its trading in securities; (vi) the Client is not using the Investment Services in a manner consistent with the terms of this Agreement; (vii) the Client is in default on any payment to Instinet for more than thirty (30) days from the date of the invoice; (viii) there has been no activity on a Client’s account for twelve (12) months or morejurisdiction; or (ixd) the Client poses a credit risk pursuant to Instinet or any Affiliated Company (as determined by Instinet in its sole discretion) and/or the Client’s credit approval has been denied or revoked for any reasonclause 12.3. c) The Client 11.3 Any termination of this User Agreement shall notify Instinet promptly in writing of: (i) any communication from any Competent Authority or Execution Venue the effect of which is that the Client must cease to conduct any or all regulated business; (ii) the occurrence of any Insolvency Event or if an Insolvency Event is likely to occur; or (iii) if the Client is no longer permitted or licensed to carry out relevant regulated activities contemplated by this Agreement. d) Without prejudice to clause 10 below, and if applicable, also be without prejudice to the terms of Schedule G, the termination of this Agreement does not affect any outstanding Orders or Transactions, or any legal rights or obligations of a Party that either party which shall have arisen or accrued under this Agreement prior to before such termination, and those rights and obligations shall continue to be enforceable in accordance with the terms of this Agreement.