Common use of TERMINATION AND CONSEQUENCES OF TERMINATION Clause in Contracts

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.

TERMINATION AND CONSEQUENCES OF TERMINATION. 17.1 This 13.1 Either party may terminate this Agreement may be terminatedupon written notice to the other party at any time prior to the expiration of its stated duration under clause 3 above if: (a) By a receiver is appointed for either Party without cause at party or any time on 30 (thirty) days written notice. The reasons entitling of its property as a Party to terminate this Agreement shall be at the terminating Party’s discretion.result of insolvency; (b) By either Party forthwith by seven (7) days written notice to that effect if party makes an assignment for the other Party shall commit any material breach benefit 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 rectificationcreditors; (c) By any proceedings are commenced by, for or against either Party forthwith by seven party under any bankruptcy, insolvency or debtor’s relief law; (7d) days written notice either party is liquidated or dissolved or ceases doing business; or (e) either party is in material breach with respect 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 obligations or income undertakings under this Agreement and the party in breach fails to remedy or make any deed or arrangements with or composition for cure such breach within a period of sixty (60) days of receiving written notice from the benefit of any of its creditorsother party specifying the breach. 17.2 13.2 Either party shall be entitled to terminate this Agreement without cause, provided that the party so wishing to terminate shall give a minimum of two years’ notice in writing to the other party. 13.3 Upon termination or expiration of this Agreement for whatever reasonAgreement: (a) The Client Provided that this Agreement is not being terminated for Reseller’s breach, Reseller and its Distributors shall immediately pay be entitled to EED LTD.fulfil all valid orders that have been received by Reseller or its Distributors prior to termination or expiration; (b) Reseller shall promptly pay to StreamServe all arrears outstanding Fees due and payable to StreamServe; (c) Each party shall return or destroy within thirty (30) days of paymentssuch termination or expiration all of the other party’s Confidential Information, if anyas specified by the other party; (d) Reseller shall return or destroy, within thirty (30) days of such termination or expiration and as specified by StreamServe, all copies of Licensed Software and any other agreed sums due under StreamServe marketing materials then in Reseller’s possession or control; (e) Each Existing and New Reseller Customer shall have the terms right, following termination or expiration of this Agreement PROVIDED THAT Agreement, to continue using the Licensed Software for so long as the sublicense granted to each such Existing and New Reseller Customer remains in force. 13.4 The parties agree that where the content or nature of any arrears shall only be payable for provision indicates or implies an intent that it will survive expiration of the Initial Term or of any Services provided during the period up to the date of renewal period, or termination of this Agreement; and EED LTD , then such provision shall immediately pay so survive. Without limiting the client any monies they may be holding on behalf generality of the client. (c) The Parties shall return all Confidential Information foregoing sentence, clauses 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 parts 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 surviving expiration or termination of this Agreement shall include, but 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 terminationbe limited to, notwithstanding that the clauses themselves do not expressly provide for this.1, 4.5, 4.7, 8, 9, 10, 12, 13, 14.1, 14.4, 14.5, 14.6, 14.9, 14.10, 14.11, 14.12 and Exhibit B.

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 i. In the event of default in the payment of Carriage Fee by B4U by the due date, XXXX shall issue a notice in writing to B4U requesting it to make payment of outstanding Carriage Fee within a period of one month of such notice. The reasons entitling a Party In case, B4U fails to make payment of outstanding Carriage Fee within such notice period of one month, then the party shall have right to terminate this Agreement by giving 30 days notice in writing. ii. In the event of default in the payment of subscription Fee by XXXX by the due date, B4U shall issue a notice in writing to XXXX requesting it to make payment of outstanding subscription Fee within a period of one month of such notice. In case, XXXX fails to make payment of outstanding subscription Fee within such notice period of one month, then the party shall have right to terminate this Agreement by giving 30 days notice in writing. iii. In the event B4U chooses not to broadcast any of its Channel(s) and notifies XXXX of its intention by giving one (1) month’s notice in advance, the Agreement shall be at terminated only in respect of such Channel. The parties shall continue with the terminating Party’s discretionexisting Agreement with respect to the other channel. iv. In the event XXXX chooses not to carry on its present business activity pertaining to distribution of TV Channels as Multi System Operator (bMSO) through any other mode or through any other party due to amalgamation/merger/take-over, etc., by giving two (2) months prior written notice. In the event of an amalgamation/merger/take-over, etc., XXXX cannot terminate the Agreement and shall ensure that the terms of the Agreement shall be binding upon such other entity that comes into being whether called by the same name or any other name. v. 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 Parties hereto (“Non-Defaulting Party”) in the nature event 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 the covenants, representations, warranties 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 by the other Party (“Defaulting Party”) provided that the Non-Defaulting Party shall only be payable give a written notice of one month to the Defaulting Party intimating it about the default(s) committed by it and the Defaulting Party fails to cure such defaults/breach within such notice period. vi. By either party, in the event of the other party going into bankruptcy/liquidation and has had to make compositions with it creditor. vii. By either of the Parties hereto, in the event force majeure conditions subject to compliance of Clause 18 hereof. viii. By B4U for any Services reason/s whatsoever with or without stating the reason/s thereof by giving XXXX 30 days prior written notice. ix. By B4U with immediate effect in the event the DTH/HITS/IPTV license or any other material license necessary for XXXX to operate its DTH/HITS/IPTV platform being revoked at anytime. Consequences of termination: i. In the event, XXXX terminates the Agreement without sufficient reason and/or cause, and the same does not fall within any of the aforesaid sub-clauses, XXXX shall be liable to refund the entire Carriage charges that have been received by him till the date of termination. ii. Upon the expiry or termination of this Agreement, as provided during herein: a. all rights granted to and obligations undertaken by, the period up parties hereunder shall terminate immediately; b. In the event of termination, B4U shall have the right to discontinue/deactivate the Channels from the Cable Television Network of XXXX. XXXX shall return all Equipment as may be provided to XXXX by B4U. d. B4U shall be entitled to receive the subscription charges till 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 iii. It is clarified herein 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 relieve any Party of any obligation or liability accrued prior to the date of termination and/or such of clause which by its very nature extends or applies to the provisions of this Agreement which expressly provide that they will operate Parties even 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.

TERMINATION AND CONSEQUENCES OF TERMINATION. 17.1 9.1 This Agreement may be terminated:, and the transactions contemplated hereby abandoned, by any of the Parties, if the Conditions Precedent set forth in Article 3 are not satisfied, or waived (to the extent permissible under applicable Law) by the other party, within 14 (Fourteen) days of the date hereof. 9.2 Notwithstanding the provisions of Article 9.1 above, BCCL (athe “Non-Defaulting Party”) By either Party without cause may at its option terminate this Agreement at any time on 30 in the event of a breach by any other Party (thirtythe “Defaulting Party”) of any of its material representations, warranties, covenants or other obligations under this Agreement, which breach or failure, if capable of cure or remedy, has not been cured or remedied by the Defaulting Party within 14 (Fourteen) days of the receipt of written noticenotice of such breach or failure from the Non-Defaulting Party. The reasons entitling termination by the Non Defaulting Party pursuant to a breach as aforesaid shall be without prejudice to all its rights and remedies under law available to the Non Defaulting Party including but not limited to the right to seek damages for the breach from the Defaulting Party. The ability of the Non Defaulting Party to terminate this Agreement pursuant to this Article 9.2 shall not in any way prejudice the ability of the Non Defaulting Party to seek specific performance of the obligations under the Agreement by the Defaulting Party. 9.3 In the event the Agreement is terminated by BCCL, the Company, by itself or through any person nominated by it, shall buy the Warrant from BCCL for an amount equal to the Warrant Subscription Amount. The Warrant Subscription Amount or any amount which is agreed between the Parties shall be at the terminating Party’s discretion. paid to BCCL within 14 (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 (14Fourteen) 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 LTDentirely, without any adjustments/deductions. (b) all arrears 9.4 The provisions of paymentsArticles 2, if any4, 7, 8.1, 8.2 and any other agreed sums due under 9.4, as well as the terms miscellaneous provisions of this Agreement PROVIDED THAT any arrears Article 10, shall only be payable for any Services provided during survive 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 happening of the event mentioned in clause 9.3, the provision 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 clause will 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 itprevail/ apply. 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.

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 i. In the event of default in the payment of Carriage Fee by B4U by the due date, XXXX shall issue a notice in writing to B4U requesting it to make payment of outstanding Carriage Fee within a period of one month of such notice. The reasons entitling a Party In case, B4U fails to make payment of outstanding Carriage Fee within such notice period of one month, then the party shall have right to terminate this Agreement by giving 30 days notice in writing. ii. In the event of default in the payment of subscription Fee by XXXX by the due date, B4U shall issue a notice in writing to XXXX requesting it to make payment of outstanding subscription Fee within a period of one month of such notice. In case, XXXX fails to make payment of outstanding subscription Fee within such notice period of one month, then the party shall have right to terminate this Agreement by giving 30 days notice in writing. iii. In the event B4U chooses not to broadcast any of its Channel(s) and notifies XXXX of its intention by giving one (1) month’s notice in advance, the Agreement shall be at terminated only in respect of such Channel. The parties shall continue with the terminating Party’s discretionexisting Agreement with respect to the other channel. iv. In the event XXXX chooses not to carry on its present business activity pertaining to distribution of TV Channels as Multi System Operator (bMSO) through any other mode or through any other party due to amalgamation/merger/take-over, etc., by giving two (2) months prior written notice. In the event of an amalgamation/merger/take-over, etc., XXXX cannot terminate the Agreement and shall ensure that the terms of the Agreement shall be binding upon such other entity that comes into being whether called by the same name or any other name. v. 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 Parties hereto (“Non-Defaulting Party”) in the nature event 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 the covenants, representations, warranties 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 by the other Party (“Defaulting Party”) provided that the Non-Defaulting Party shall only be payable give a written notice of one month to the Defaulting Party intimating it about the default(s) committed by it and the Defaulting Party fails to cure such defaults/breach within such notice period. vi. By either party, in the event of the other party going into bankruptcy/liquidation and has had to make compositions with it creditor. vii. By either of the Parties hereto, in the event force majeure conditions subject to compliance of Clause 14 hereof. viii. By B4U for any Services provided during reason/s whatsoever with or without stating the period up reason/s thereof by giving XXXX 30 days prior written notice. ix. By B4U with immediate effect in the event the digital addressable cable TV system license or any other material license necessary for XXXX to operate its digital addressable cable TV system service being revoked at anytime. Consequences of termination: i. In the event, XXXX terminates the Agreement without sufficient reason and/or cause, and the same does not fall within any of the aforesaid sub-clauses, XXXX shall be liable to refund the entire Carriage charges that have been received by him till the date of termination. ii. Upon the expiry or termination of this Agreement; , as provided herein: a. all rights granted to and EED LTD obligations undertaken by, the parties hereunder shall immediately pay terminate immediately; b. In the client any monies they may be holding on behalf event of termination, B4U shall have the client. (c) The Parties right to discontinue/deactivate the Channels from the Cable Television Network of XXXX. XXXX shall return all Confidential Information and other information, documents, material and data obtained while carrying out the Services pertaining Equipment as may be provided 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.XXXX by B4U.