TERMINATION AND CONSEQUENCES OF TERMINATION Clause Samples

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.

TERMINATION AND CONSEQUENCES OF TERMINATION. 14.1 On termination of any Service Schedule for whatever reason the Client will cease to have the Services provided thereunder. 14.2 Subject to conditions 14.3, 14.4 and 14.6 below and without prejudice to any specific termination rights set out elsewhere in these Conditions, the Client shall not be entitled (once an order has been accepted by Pericom) to change or cancel an order: 14.2.1 at all in respect of Equipment and/or Leased Equipment; or 14.2.2 except for termination in accordance with the conditions relating to the serving of notice to terminate the relevant Services and in particular conditions 6.1.3 and 7.1.3 (which shall take effect in accordance with the applicable conditions), unless otherwise agreed in writing with Pericom.

TERMINATION AND CONSEQUENCES OF TERMINATION. 9.1 You may only cancel the Agreement (or any part of the Agreement) with our prior agreement in writing. 9.2 Without affecting any other right or remedy available to us, we may, without liability to you, terminate the Agreement, in whole or in part, with immediate effect by giving written notice if; you breach a warranty of the Agreement or fail to perform any obligation or requirement of the Agreement and, if capable of remedy, fail to remedy such breach within 14 days of written notice; or you fail to make a payment under this Agreement when due; or you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or (being a company or limited liability partnership) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986 or (being a partnership) have any partner to whom any of the foregoing apply; or you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with any of your creditors; or you apply to court for, or obtain, a moratorium under Part A1 of the Insolvency ▇▇▇ ▇▇▇▇; or a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up (being a company, limited liability partnership or partnership); or an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over you (being a company, partnership or limited liability partnership); or the holder of a qualifying floating charge over your assets (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver; or a person becomes entitled to appoint a receiver over all or any of your assets or a receiver is appointed over all or any of your assets; or a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against the whole or any part of your assets and such attachment or process is not discharged within 14 days; or any event occurs, or proceeding is taken, with respect to you ...

TERMINATION AND CONSEQUENCES OF TERMINATION. TERMINATIOND1. Subject to the provisions of clause H6 (Force Majeure) the Council may terminate the Contract with immediate effect by notice in writing to the Provider on or at any time if: the Provider becomes Insolvent; or the Provider is convicted of a criminal offence; or the Provider ceases or threatens to cease to carry on its business; or the Provider has a change in control without the prior written consent of the Council which the Council believes will have a substantial impact on the performance of the Contract; or there is a risk or a genuine belief that reputational damage to the Council will occur as a result of the Contract continuing; or the Provider is in breach of any of its obligations under this Contract that is capable of remedy and which has not been remedied to the satisfaction of the Council within 14 days, or such other reasonable period as may be specified by the Council after issue of a written notice specifying the breach and requesting it to be remedied; or there is a material or substantial breach by the Provider of any of its obligations under this Contract which is incapable of remedy; or the Provider commits persistent minor breaches of this Contract whether remedied or not; or the Provider, being an individual, dies or has a administrator, guardian or receiver is appointed under the Mental Health ▇▇▇ ▇▇▇▇; or a relevant UK or other European Court declares that the Contract is ineffective (“Declaration of Ineffectiveness”). The Provider fails to achieve the KPIs for a three month period after receiving a rectification plan from the Council following a meeting to discuss performance.

TERMINATION AND CONSEQUENCES OF TERMINATION. 14.1 On termination of any Service Schedule for whatever reason the Client will cease to have the Services provided thereunder. 14.2 Subject to conditions 14.3, 14.4 and 14.6 below and without prejudice to any specific termination rights set out elsewhere in these Conditions, the Client shall not be entitled (once an order has been accepted by Digital Origin) to change or cancel an order: 14.2.1 at all in respect of Equipment and/or Leased Equipment; or 14.2.2 except for termination in accordance with the conditions relating to the serving of notice to terminate the relevant Services and in particular conditions 6.1.3 and 7.1.3 (which shall take effect in accordance with the applicable conditions), unless otherwise agreed in writing with Digital Origin.

TERMINATION AND CONSEQUENCES OF TERMINATION a) Notwithstanding anything contained herein at any time during the validity of this Agreement, the Franchisor is entitled to terminate this Agreement by serving Thirty (30) days’ notice in writing in advance to the Franchisee, without assigning any reason of whatsoever nature, without any liability or compensation. It is clarified that the Franchisee has no such exit/termination rights except for the breaches mentioned herein below. b) If the Franchisee commits a breach of any term or condition of this Agreement, then the Franchisor shall provide 15 (Fifteen) days’ notice in writing to the Franchisee calling the Franchisee to remedy the breach forthwith. If before expiry of the Notice period, the breach is not rectified by the Franchisee, then the Franchisor is entitled to terminate the Agreement by providing seven (7) days’ notice to the Franchisee. At the end of the Notice period, the Franchisor shall remove all its assets from the said Premises as soon as possible. Further, if any loss or damages are caused to the Franchisor due to the breach of any covenants or representations or warranties by the Franchisee, then the Franchisor is entitled to adjust such loss or damages towards the settlement amount, or the security deposit amount maintained by the Franchisee. c) If the Franchisor commits a breach of its payment obligations for a consecutive period of Two (2) months, without any reason, then in such event, the Franchisee shall be entitled to give a thirty (30) days’ notice period in writing to the Franchisor calling upon it to make the payment before the expiry of the Notice period. If the Franchisor fails to make the payment within such 30 (thirty) days’ notice, then the Franchisee is entitled to terminate this Agreement by providing fifteen (15) days’ Notice to the Franchisor. d) The Franchisee hereby represents and warrants that upon termination of this Agreement for whatever reason, the Franchisee shall not object or obstruct the Franchisor in removing the ATM or assets from the said Premises. If the Franchisor is unable to remove the ATM or assets from the said Premises due to any objections or impediments and thereby delays the removal of ATM or assets, then the Franchisee shall be liable to pay penalty of Rs. 1000/- per day to the Franchisor till the ATM and assets are removed from the said Premises. Further, the Franchisee shall pay liquidated damages of Rs. 5,00,000 to the Franchisor in case the Franchisor is unable to take back the ATM and ...

TERMINATION AND CONSEQUENCES OF TERMINATION. Termination The Customer has the right to terminate this Agreement at any time by notice in writing to the Collaboration Suppliers whenever the Customer has the right to terminate a Collaboration Supplier’s [respective contract] [Call Off Contract]. Failure by any of the Collaboration Suppliers to comply with their obligations under this Agreement shall constitute a Default under their [relevant contract] [Call Off Contract]. In this case, the Customer also has the right to terminate by notice in writing the participation of any Collaboration Supplier to this Agreement and sever its name from the list of Collaboration Suppliers, so that this Agreement will continue to operate between the Customer and the remaining Collaboration Suppliers. Consequences of Termination Subject to any other right or remedy of the parties, the Collaboration Suppliers and the Customer shall continue to comply with their respective obligations under the [contracts] [Call Off Contracts] following the termination (however arising) of this Agreement: Except as expressly provided in this Agreement, termination of this Agreement shall be without prejudice to any accrued rights and obligations under this Agreement. GENERAL PROVISIONS

TERMINATION AND CONSEQUENCES OF TERMINATION. D1 Termination on Insolvency and Change of Control D2 Termination on Change of Control D3 Termination on Default D4 Termination for Convenience D5 Other Termination Clauses D6 Consequences of Termination or Expiry D7 Dispute Resolution Procedure and Rectification Procedure D8 Survival

TERMINATION AND CONSEQUENCES OF TERMINATION. 17.1 This Agreement may be terminated: (a) By either Party without cause at any time on 30 (thirty) days written notice. The reasons entitling a Party to terminate this Agreement shall be at the terminating Party’s discretion. (b) By either Party forthwith by seven (7) days written notice to that effect if the other Party shall commit any material breach of its obligations hereunder which is not capable of remedy and/or shall not have been remedied within fourteen (14) days of the other Party having received a written complaint specifying the nature of such breach and requiring its rectification; (c) By either Party forthwith by seven (7) days written notice to that effect if the other Party shall go into liquidation other than for the purposes of reconstruction or amalgamation, or shall suffer the appointment of a receiver of any of its property or income or make any deed or arrangements with or composition for the benefit of any of its creditors. 17.2 Upon termination of this Agreement for whatever reason: (a) The Client shall immediately pay to EED LTD. (b) all arrears of payments, if any, and any other agreed sums due under the terms of this Agreement PROVIDED THAT any arrears shall only be payable for any Services provided during the period up to the date of termination of this Agreement; and EED LTD shall immediately pay the client any monies they may be holding on behalf of the client. (c) The Parties shall return all Confidential Information and other information, documents, material and data obtained while carrying out the Services pertaining to this Agreement. 17.3 Subject to the provisions of this Agreement, the Parties shall be entitled to exercise any one or more of the rights and remedies given to it under law and under the terms of this Agreement and the determination of this Agreement shall not affect or prejudice such rights and remedies and each Party shall be and remain liable to perform all outstanding liabilities and obligations under this Agreement notwithstanding that the other may have exercised one or more of the rights and remedies against it. 17.4 The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement which expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.