Common use of TERMINATION AND CONSEQUENCES OF TERMINATION Clause in Contracts

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 in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in Condition 9.2(iii) to (xi) (inclusive); or you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business; or you have a change of control within the meaning of section 1124 of the Corporation Tax ▇▇▇ ▇▇▇▇. 9.3 In the event of termination in accordance with Conditions 9.1 or 9.2 or Condition 14.3, you will be liable to pay us for amounts due under the Agreement in respect of Services already performed and/or Goods delivered up to the date of cancellation or termination and additional charges may apply, which charges may include, but are not limited to: any sums which have been paid by us, or become payable as a result of the cancellation or termination, to our subcontractors and supply chain to procure all or any part of the Goods or Services; the cost of any work, materials and tooling incurred by us, including initial costs and preparatory expenses, used exclusively by us to supply the Goods and Services; any non-recurring engineering and project investment costs not paid by you under the Agreement that we are unable to recover; lost profits; the costs of settling and paying any losses, damages or claims that we suffer that arise out of the cancellation or termination of work; and reimbursement of any other reasonable and proper sums suffered or incurred by us solely in connection with or resulting from the cancellation or termination of the Agreement including, without limitation, overheads and profit we would have earned under the Agreement, together, the “Termination Charges”. 9.4 You shall pay all Termination Charges within thirty (30) days of the date of demand. Unless otherwise agreed in writing, the Termination Charges shall be exclusive of any taxes (including sales tax) or levies. 9.5 The termination and/or expiry of the Agreement howsoever arising is without prejudice to the rights, duties and liabilities either you or we accrued prior to termination and/or expiry. 9.6 The rights to terminate set out in this Agreement are the only rights of termination and any common law rights to terminate shall be excluded. 9.7 The conditions which expressly or impliedly have effect after termination and/or expiry will continue to be enforceable notwithstanding termination and/or expiry.

TERMINATION AND CONSEQUENCES OF TERMINATION. 9.1 You may only cancel the Agreement (or any part 12.1 Either of the Shareholders hereto ("the Terminating Shareholder") shall without prejudice to any other rights be entitled to terminate this Agreement forthwith by 1 months prior written notice (a "Termination Notice") in the event of the other Shareholder the ("Receiving Shareholder"):- 12.1.1 committing a breach of any of the terms hereof which is material having regard to all relevant circumstances including without limitation, the nature of the relationship between the parties and the need for each party to maintain the confidence of the other, the nature of the breach (and in particular whether it be intentional, negligent or otherwise) and the consequences of the breach (hereinafter called a "Material Breach") and failing to remedy that Material Breach (if such Material Breach is capable of remedy) within 30 days of notice (hereinafter called a "Grievance Notice") requiring it so to do; or 12.1.2 ceasing or threatening to cease to carry on business or being deemed to be unable to pay its debts, or having an order made or an effective resolution passed for its winding up (save for voluntary winding up for the purposes of a reconstruction or amalgamation which has the prior written approval of the parties hereto under which the new or amalgamated company assumes liability under this Agreement) or having commenced against it any similar proceedings in any jurisdiction; or 12.1.3 becoming insolvent or making any arrangement or composition with our prior agreement in writingits creditors or having a receiver, administrator or trustee appointed over any of its assets. 9.2 Without affecting any other right or remedy available 12.2 Either party ("the Terminating Shareholder") shall be entitled to us, we may, without liability to you, terminate the Agreement, in whole or in part, this Agreement with immediate effect by giving written notice if; you breach a warranty to the other party ("the Receiving Shareholder") in the event 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 Receiving Shareholder breaching 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 terms of the Insolvency ▇▇▇ ▇▇▇▇; TCN Loan Agreement or of the Intellectual Property and Brand Licensing Agreement and such breach leading to the termination of the Intellectual Property and Brand Licensing Agreement. 12.3 The parties agree that if a petition is fileddispute arises out of, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up with, this Agreement the parties shall negotiate in good faith to resolve their dispute within a period of 30 days from the day one party notifies the other that a dispute has arisen. 12.4 If negotiations under Article 12.3 fail to resolve a dispute within the time specified in that Article (being or within any extension of time agreed in writing by the parties) 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 dispute arising out of, or a distressin connection with, executionthis Agreement shall be finally settled under the Rules of the American Arbitration Association by one or more arbitrators appointed in accordance with the Rules. 12.5 The successful party in any such arbitration shall be entitled to recover from the unsuccessful party, sequestration in addition to any other relief to which it may be entitled, reasonable attorneys' fees and costs incurred by it in bringing or other such process defending the claim/any counter-claim. 16 12.6 Judgement upon the award rendered may be entered in any Court having jurisdiction over the party against whom the award 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 daysrendered; or any event occurs, or proceeding is taken, with respect application may be made to you in any jurisdiction to which you are subject that has an effect equivalent or similar to any such Court for a judicial acceptance of the events mentioned in Condition 9.2(iii) to award and an order of enforcement (xi) (inclusiveas the case may be); or you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business; or you have a change of control within the meaning of section 1124 of the Corporation Tax ▇▇▇ ▇▇▇▇. 9.3 12.7 In the event of termination the occurrence of a Material Breach or an event stipulated in accordance with Conditions 9.1 clauses 12.1.2 or 9.2 or Condition 14.3, you will be liable to pay us for amounts due under the Agreement 12.1.3 in respect of Services already performed and/or Goods delivered up which a Termination Notice is served, or in the event of termination of this Agreement pursuant to Clause 12.2, the Terminating Shareholder shall have the right to serve a notice (an "Option Notice") on the Receiving Shareholder within one month from the date of cancellation or termination and additional charges may apply, which charges may include, but are not limited to: any sums which have been paid by usthe Termination Notice, or become payable as a result of the cancellation or termination, to our subcontractors and supply chain to procure all or any part of the Goods or Services; the cost of any work, materials and tooling incurred by us, including initial costs and preparatory expenses, used exclusively by us to supply the Goods and Services; any non-recurring engineering and project investment costs not paid by you under the Agreement that we are unable to recover; lost profits; the costs of settling and paying any losses, damages or claims that we suffer that arise out of the cancellation or termination of work; and reimbursement of any other reasonable and proper sums suffered or incurred by us solely in connection with or resulting from the cancellation or termination of the Agreement including, without limitation, overheads and profit we would have earned under the Agreement, together, the “Termination Charges”. 9.4 You shall pay all Termination Charges within thirty (30) days of the date of demandtermination pursuant to Clause 12.2, requiring the Receiving Shareholder to sell all its Shares in the Company to the Terminating Shareholder or to purchase all of the Terminating Shareholder's Shares in the Company at the Transfer Price. Unless otherwise agreed in writing, the Termination Charges The Receiving Shareholder shall be exclusive bound to effect the sale of any taxes (including sales tax) all its Shares to the Terminating Shareholder or leviesto effect the purchase of all the Terminating Shareholder's Shares pursuant to the provisions of Clause 7 hereof following the service of an Option Notice. 9.5 The termination and/or expiry 12.8 Upon the sale of all of the Shares and/or assets and undertakings of the Company to any third party this Agreement howsoever arising is shall terminate but without prejudice to any claim by any party hereto in respect of any antecedent breach by any of the rights, duties and liabilities either you or we accrued prior to termination and/or expiryother parties hereto. 9.6 The rights to terminate set out 12.9 In the event of the Terminating Shareholder acquiring all of the Shares in the Company this Agreement are shall cease to operate as a Stockholders Agreement and subject to the only rights proviso below the provisions of termination this Agreement shall cease to have any further force and any common law rights to terminate effect. The proviso is that the provisions of Clauses 12, 13, 14, 21, 25 and 26 shall be excluded. 9.7 The conditions which expressly or impliedly have effect after termination and/or expiry will continue to be enforceable notwithstanding termination and/or expiryhave full force and effect.

TERMINATION AND CONSEQUENCES OF TERMINATION. 9.1 You may only cancel the Agreement (or any part of the Agreement1) with our prior agreement in writing. 9.2 Without affecting any other right or remedy available The BBC shall be entitled to us, we may, without liability to you, terminate the AgreementContract, in whole or in part, with immediate effect by giving in writing if at any time during the Contract Period: (a) the Customer fails to make any payment due under the Contract in full in accordance with Clause 4; or (b) the Customer commits or causes to be committed any breach of its obligations under the Contract and: (i) the breach is capable of remedy and the Customer fails to remedy the breach within 7 days (or such shorter period as may be reasonable) of receipt of a written notice ifto the Customer specifying the breach and requiring its remedy (in which case the BBC may remedy the breach and recover the costs thereof from the Customer and terminate the Contract in accordance with this Clause 23); you or (ii) the breach a warranty of the Agreement or fail to perform any obligation or requirement of the Agreement and, if is not capable of remedy, fail to remedy such ; or (iii) the breach within 14 days is a material breach or a breach of written noticea material term; or (c) the Customer commits an act of bankruptcy or you fail to make a payment under this Agreement when due; or you suspendinsolvency, or threaten to suspend, payment of your debts or are is unable to pay your its debts as or when they fall due due, or admit inability to pay your debts the value of its assets is less than the amount of its liabilities taking into account contingent and prospective liabilities, 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 commences negotiations with all its creditors generally or any class of your creditors them with a view to rescheduling any of your debts, its debts or make makes a proposal for or enter into enters any compromise composition or arrangement with its creditors generally or any class of your creditors; them, or you apply goes into liquidation whether voluntary or compulsory, or if any petition is presented or order made or a resolution is passed for the winding up of the Customer (except for the purpose of a solvent amalgamation or reconstruction), or if any steps are taken in relation to applying to court for, for or obtain, obtaining a moratorium under Part A1 of the Insolvency ▇▇▇ ▇▇▇▇; Act 1986, or if it ceases or threatens or prepares to cease trading (or a petition is filed, a notice is given, a resolution is passedmaterial part thereof), or an order is made, for if it suffers or if any steps are taken in connection with your winding up (being a company, limited liability partnership or partnership); or an application is made relation to court, or an order is made, for the appointment of an administratora receiver, 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; , administrator or a person becomes entitled to appoint a receiver similar officer 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 any of its assets, or if Customer’s financial position deteriorates to such attachment an extent that in BBC’s opinion Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or (d) if the Customer is a natural person, if the Customer suffers or process is not discharged within 14 days; or there occurs in relation to the Customer any event occurs, or proceeding which in the reasonable opinion of the BBC is taken, with respect to you in any jurisdiction to which you are subject that has an effect equivalent or similar analogous to any of the events mentioned referred to in Condition 9.2(iii) to (xi) (inclusiveClause 23(1)(c); or you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business; or you have or (e) there is a change of control within the meaning of section 1124 of the Corporation Tax ▇▇▇ ▇▇▇▇. 9.3 In Customer. For the event purposes of termination this paragraph (e) "control" means the ability to direct the affairs of the Customer whether by virtue of contract, ownership of shares or otherwise howsoever in accordance with Conditions 9.1 or 9.2 or Condition 14.3, you will be liable to pay us for amounts due under the Agreement in respect of Services already performed and/or Goods delivered up relation to the date of cancellation or termination and additional charges may apply, which charges may include, but are not limited to: any sums which have been paid by us, or become payable as a result subject matter of the cancellation or termination, to our subcontractors and supply chain to procure all or any part of the Goods or ServicesContract; the cost of any work, materials and tooling incurred by us, including initial costs and preparatory expenses, used exclusively by us to supply the Goods and Services; any non-recurring engineering and project investment costs not paid by you under the Agreement that we are unable to recover; lost profits; the costs of settling and paying any losses, damages or claims that we suffer that arise out of the cancellation or termination of work; and reimbursement of any other reasonable and proper sums suffered or incurred by us solely in connection with or resulting from the cancellation or termination of the Agreement including, without limitation, overheads and profit we would have earned under the Agreement, together, the “Termination Charges”. 9.4 You shall pay all Termination Charges within thirty (30) days of the date of demand. Unless otherwise agreed in writing, the Termination Charges shall be exclusive of any taxes (including sales tax) or levies. 9.5 The termination and/or expiry of the Agreement howsoever arising is without prejudice to the rights, duties and liabilities either you or we accrued prior to termination and/or expiry. 9.6 The rights to terminate set out in this Agreement are the only rights of termination and any common law rights to terminate shall be excluded. 9.7 The conditions which expressly or impliedly have effect after termination and/or expiry will continue to be enforceable notwithstanding termination and/or expiry.or

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 14.1 Without affecting any other right or remedy available to usit, we may, without liability to you, either party may terminate the Agreement, in whole or in part, this agreement with immediate effect by giving written notice to the other party if; you : (a) the other party commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach within a warranty period of 30 days after being notified in writing to do so; (b) the other party repeatedly breaches any of the Agreement terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or fail ability to perform any obligation or requirement give effect to the terms of this agreement; (c) 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 suspendother party suspends, or threaten threatens to suspend, payment of your its debts or are is unable to pay your its debts as they fall due or admit admits inability to pay your its debts or (being a company or limited liability partnership) are is deemed unable to pay your its 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 1986;‌ (being a partnershipd) have any partner to whom any of the foregoing apply; or you commence other party commences negotiations with all or any class of your its creditors with a view to rescheduling any of your its debts, or make makes a proposal for or enter enters into any compromise or arrangement with any of your creditors; its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or you apply more other companies or the solvent reconstruction of that other party; (e) the other party applies to court for, or obtainobtains, a moratorium under Part A1 of the Insolvency ▇▇▇ ▇▇▇▇; or IA 1986; (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your the winding up of the other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (being a company, limited liability partnership or partnership); or g) 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 the other party; (being a company, partnership or limited liability partnership); or h) the holder of a qualifying floating charge over your the assets (being a company or limited liability partnership) of that other party has become entitled to appoint or has appointed an administrative receiver; or ; (i) a person becomes entitled to appoint a receiver over all or any of your the assets of the other party or a receiver is appointed over all or any of your assets; or the assets of the other party; (j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against against, the whole or any part of your the other party's assets and such attachment or process is not discharged within 14 days; or days;‌ (k) any event occurs, or proceeding is taken, with respect to you the other party in any jurisdiction to which you are it is subject that has an effect equivalent or similar to any of the events mentioned in Condition 9.2(iiiclause 14.1(c) to (xi14.1(j) (inclusive); ; (l) the other party suspends or you suspend or ceaseceases, or threaten threatens to suspend or cease, carrying on all or a substantial part of your its business; or you have a change or (m) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of control within the meaning of section 1124 of the Corporation Tax ▇▇▇ ▇▇▇▇this agreement is in jeopardy. 9.3 In the event of termination in accordance 14.2 Without affecting any other right or remedy available to it, Creation may terminate this agreement with Conditions 9.1 or 9.2 or Condition 14.3, you will be liable immediate effect by giving written notice to Client if: (a) Client fails to pay us for amounts any amount due under this agreement on the Agreement due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; or 14.3 On termination of this agreement otherwise than under clause 14.1 by notice from Client to Creation, Client shall immediately pay to Creation all of Creation’s outstanding unpaid invoices and interest and, in respect of Services already performed and/or Goods delivered the Works supplied but for which no invoice has been submitted, Creation may submit an invoice, which shall be payable immediately on receipt. 14.4 On termination this agreement, all existing Statements of Work shall terminate automatically in respect of uncompleted works. 14.5 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect. 14.6 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of cancellation or termination and additional charges may applytermination, which charges may include, but are not limited to: including the right to claim damages in respect of any sums which have been paid by us, or become payable as a result breach of the cancellation agreement which existed at or termination, to our subcontractors and supply chain to procure all or any part of the Goods or Services; the cost of any work, materials and tooling incurred by us, including initial costs and preparatory expenses, used exclusively by us to supply the Goods and Services; any non-recurring engineering and project investment costs not paid by you under the Agreement that we are unable to recover; lost profits; the costs of settling and paying any losses, damages or claims that we suffer that arise out of the cancellation or termination of work; and reimbursement of any other reasonable and proper sums suffered or incurred by us solely in connection with or resulting from the cancellation or termination of the Agreement including, without limitation, overheads and profit we would have earned under the Agreement, together, the “Termination Charges”. 9.4 You shall pay all Termination Charges within thirty (30) days of before the date of demand. Unless otherwise agreed in writing, the Termination Charges shall be exclusive of any taxes (including sales tax) or leviestermination. 9.5 The termination and/or expiry 14.7 Any provision of the Agreement howsoever arising is without prejudice to the rights, duties and liabilities either you or we accrued prior to termination and/or expiry. 9.6 The rights to terminate set out in this Agreement are the only rights of termination and any common law rights to terminate shall be excluded. 9.7 The conditions which agreement that expressly or impliedly have effect by implication is intended to come into or continue in force on or after termination and/or expiry will continue to be enforceable notwithstanding termination and/or expiryof this agreement shall remain in full force and effect.

TERMINATION AND CONSEQUENCES OF TERMINATION. 9.1 Either party may terminate an Agreement that can be described as an open order (an order which is not time-bound or quantity- bound), at its discretion, by giving fifteen (15) days’ notice to the other party. In this event, the parties shall remain bound by the orders it placed prior to termination of the Agreement. You may only cancel the terminate an Agreement (or any part of the Agreement) with which is time-bound and quantity-bound, subject to our prior agreement written consent. In any case, an Agreement may be terminated by either party in writingthe event of default or faulty execution by the other party of any of its obligations under these Conditions. The termination shall be effective upon expiry of a fifteen (15) day term following written notice sent to the defaulting party, with acknowledgment of receipt, if the defaulting party does not remedy the breach within that time. 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 applydebts; or you commence negotiations with all or any class of your creditors obtain a moratorium 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 creditorscompetent authority; 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 has been established in order to take possession, sell 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 liquidate 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 in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in Condition 9.2(iii) to (xivii) (inclusive); or you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business; or you have a change of control within the meaning of section 1124 of the Corporation Tax ▇▇▇ ▇▇▇▇control. 9.3 In the event of termination in accordance with Conditions 9.1 or 9.2 or Condition 14.314, you will be liable to pay us for amounts due under the Agreement in respect of Services already performed and/or Goods delivered up to the date of cancellation or termination and additional charges may apply, which charges may include, but are not limited to: any sums which have been paid by us, or become payable as a result of the cancellation or termination, to our subcontractors and supply chain to procure all or any part of the Goods or Services; the cost of any work, materials and tooling incurred by us, including initial costs and preparatory expenses, used exclusively by us to supply the Goods and Services; any non-recurring engineering and project investment costs not paid by you under the Agreement that we are unable to recoverrecover due to the termination or cancellation of the Agreement; lost profits; the costs of settling and paying any losses, damages or claims that we suffer that arise out of the cancellation or termination of work; and reimbursement of any other reasonable and proper sums suffered or incurred by us solely in connection with or resulting from the cancellation or termination of the Agreement including, without limitation, overheads and profit we would have earned under the Agreement, together, the “Termination Charges”. 9.4 You shall pay all Termination Charges within thirty (30) days of the date of demand. Unless otherwise agreed in writing, the Termination Charges shall be exclusive of any taxes (including sales tax) or levies. 9.5 The termination and/or expiry of the Agreement howsoever arising is without prejudice to the rights, duties and liabilities either you or we accrued prior to termination and/or expiry. 9.6 The rights to terminate set out in this Agreement are the only rights of termination and any common law rights to terminate shall be excluded. 9.7 The conditions which expressly or impliedly have effect after termination and/or expiry will continue to be enforceable notwithstanding termination and/or expiry.

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 17.1 Without affecting any other right or remedy available to usit, we may, without liability to you, Landmark may terminate the this Agreement, in whole or in part, : 17.1.1 with immediate effect by giving written notice to the Supplier if; you breach : a) there is a warranty change of Control of the Agreement or fail Supplier; or b) the Supplier's financial position deteriorates to perform any obligation or requirement of such an extent that in Landmark’s opinion the Agreement and, if capable of remedy, fail Supplier's capability to remedy such breach within 14 days of written notice; or you fail to make a payment adequately fulfil its obligations under this Agreement when duehas been placed in jeopardy; or c) the Supplier commits a breach of clauses 14,15 or you suspendthe Mandatory Policies. 17.1.2 for convenience by giving the Supplier 30 days' written notice. 17.2 Without affecting any other right or remedy available to it, 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 either party may terminate this Agreement immediately on written notice to the satisfaction other if: 17.2.1 the other party commits a material breach of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days of being notified in writing to do so; 17.2.2 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 other party commences negotiations with all or any class of your its creditors with a view to rescheduling any of your its debts, or make makes a proposal for or enter enters into any compromise or arrangement with any of your its creditors; or you apply to court for, or obtain, a moratorium under Part A1 of the Insolvency ▇▇▇ ▇▇▇▇; or ; 17.2.3 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your the winding up (being a company, limited liability partnership or partnership); or of that other party; 17.2.4 an application is made to the court, or an order is made, for the appointment of an administrator, administrator or if a notice of intention to appoint an administrator is given or if 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 the other party; or 17.2.5 the other party suspends or any of your assets; or a creditor or encumbrancer attaches or takes possession ofceases, 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 in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in Condition 9.2(iii) to (xi) (inclusive); or you suspend or cease, or threaten threatens to suspend or cease, carrying to carry on all or a substantial part of your its business; or you have a change of control within the meaning of section 1124 of the Corporation Tax ▇▇▇ ▇▇▇▇. 9.3 In 17.3 On termination of this Agreement, the event Supplier shall immediately deliver to Landmark all Deliverables whether or not then complete and return all Customer Materials. If the Supplier fails to do so, then Landmark may enter the Supplier’s premises and take possession of termination in accordance with Conditions 9.1 or 9.2 or Condition 14.3, you will be liable to pay us for amounts due under the Agreement in respect of Services already performed and/or Goods delivered up to the date of cancellation or termination and additional charges may apply, which charges may include, but are not limited to: any sums which them. Until they have been paid by usreturned or delivered, or become payable as a result of the cancellation or termination, to our subcontractors Supplier shall be solely responsible for their safe keeping and supply chain to procure all or will not use them for any part of the Goods or Services; the cost of any work, materials and tooling incurred by us, including initial costs and preparatory expenses, used exclusively by us to supply the Goods and Services; any non-recurring engineering and project investment costs purpose not paid by you under the Agreement that we are unable to recover; lost profits; the costs of settling and paying any losses, damages or claims that we suffer that arise out of the cancellation connected with this Agreement. 17.4 The expiry or termination of work; this Agreement shall not affect the accrued rights, remedies, obligations or liabilities of the parties under it existing at expiry or termination. 17.5 The following clauses shall continue in force: clause 10 (Intellectual Property), clause 11 (Limitation of Liability), clause 13 (Indemnity), clause 14 (Confidentiality), clause 15 (Data Protection), clause 17 (Consequences of Termination), clause 18 (Force Majeure), clause 19 (Insurance), clause 20(General) and reimbursement of any other reasonable and proper sums suffered or incurred by us solely in connection with or resulting from the cancellation or termination provision of the Agreement including, without limitation, overheads and profit we would have earned under the Agreement, together, the “Termination Charges”. 9.4 You shall pay all Termination Charges within thirty (30) days of the date of demand. Unless otherwise agreed in writing, the Termination Charges shall be exclusive of any taxes (including sales tax) or levies. 9.5 The termination and/or expiry of the Agreement howsoever arising is without prejudice to the rights, duties and liabilities either you or we accrued prior to termination and/or expiry. 9.6 The rights to terminate set out in this Agreement are the only rights of termination and any common law rights to terminate shall be excluded. 9.7 The conditions which expressly or impliedly have effect after termination and/or expiry will continue by implications is intended to be enforceable notwithstanding termination and/or expirycontinue.

TERMINATION AND CONSEQUENCES OF TERMINATION. 9.1 You ‌ 13.1 Either party may only cancel by written notice served on the other terminate this Agreement (or immediately if the other:‌ 13.1.1 is in material breach of 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 terms of the Agreement or fail to perform any obligation or requirement of the this Agreement and, if where the breach is capable of remedy, fail the party in breach fails to remedy such breach within 14 30 days after service of a written noticenotice from the party not in breach, specifying the breach and requiring it to be remedied provided any such notice is served within 6 months of the breach occurring or the party not in breach becoming aware of such breach, whichever occurs later; or you fail and 13.1.2 summons a meeting of its creditors, makes a proposal for a voluntary arrangement, becomes subject to make a payment under this Agreement when due; or you suspendany voluntary arrangement, or threaten to suspend, payment of your debts or are is 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 its 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) , has a receiver, manager or 123(2) of the IA 1986 or (being a partnership) have any partner to whom administrative receiver appointed over any of its assets, undertakings or income, has passed a resolution for its winding-up (save for the foregoing apply; purpose of a voluntary reconstruction or you commence negotiations with all amalgamation), is subject to a petition presented to any Court for its winding-up (save for the purpose of a voluntary reconstruction or any class of your creditors with amalgamation), has a view to rescheduling any of your debtsprovisional liquidator appointed, or make has a proposal made for a scheme of arrangement under section 425 Companies Act 1985, has an administrator appointed in respect of it or enter into is the subject of an application for administration filed at 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 of appointment of an administrator, administrator filed at any court or a notice of intention to appoint an administrator given by any person or is given or an administrator is appointed, over you (being a company, partnership or limited liability partnership); or the holder subject of a qualifying floating charge over your assets notice to strike off the register at Companies House. 13.2 Notwithstanding anything else contained in this Agreement Optum may terminate this Agreement by giving written notice to Client effective immediately if: 13.2.1 Client or End User is in breach of Clauses 3 (being Grant of License), 4 (Restrictions on Use), 6.1.5 or 6.1.6; 13.2.2 Client fails to pay any Fees due under it and the Fees remains unpaid for 30 days following its due date; or 13.2.3 A third party licensor terminates the licence for its Third Party Materials and the termination of such licence substantially impacts Optum’s ability to provide the ScriptSwitch System as set forth in this Agreement. 13.3 This Agreement shall auto renew after the Initial Term for subsequent 12 month periods (each a company “Renewal Term”) unless or limited liability partnership) has become entitled until terminated as set forth in this clause 14 (Termination and Consequences of Termination). 13.4 Client shall have the option to appoint or has appointed an administrative receiver; or a person becomes entitled request 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 terminate this Agreement prior to 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 in any jurisdiction to which you are subject that has an effect equivalent or similar to any expiry of the events mentioned in Condition 9.2(iii) to (xi) (inclusive); or you suspend or cease, or threaten to suspend or cease, carrying Term on all or a substantial part of your business; or you have a change of control within the meaning of section 1124 expiry of the Corporation Tax Initial Term and at the end of each Renewal Term thereafter. If Client intends to exercise this option it must give notice in writing to such effect to Optum no later than 3 months prior to the expiry of the Initial Term or 3 months prior to the end of each Renewal Term thereafter. All termination or non-renewal notices should be sent to ▇▇▇ ▇▇▇▇▇@▇▇▇▇▇.▇▇▇. 9.3 In 13.5 On termination of this Agreement howsoever arising: 13.5.1 all Fees payable to Optum by Client shall become immediately due and payable; 13.5.2 the licences set out in Clause 3 (Grant of License or Access) shall terminate on the date of such termination; 13.5.3 Optum will distribute a blank profile to remove all instances of the Recommendation Profile from all clinical devices at the Site on the termination date; and 13.5.4 Optum will issue an instruction to all End Users to delete the ScriptSwitch Client Software from their local devices to prevent any future potential for clinical risk in the event of termination a reactivation in accordance with Conditions 9.1 or 9.2 or Condition 14.3, you will error (Client shall be responsible for ensuring that End Users delete the ScriptSwitch Client Software and shall be liable to pay us for amounts due under the Agreement in respect of Services already performed and/or Goods delivered up to the date of cancellation or termination and additional charges may apply, which charges may include, but are not limited to: any sums which have been paid by us, or become payable as a result of the cancellation or termination, to our subcontractors and supply chain to procure all or any part of the Goods or Services; the cost of any work, materials and tooling incurred by us, including initial costs and preparatory expenses, used exclusively by us to supply the Goods and Services; any non-recurring engineering and project investment costs not paid by you under the Agreement that we are unable to recover; lost profits; the costs of settling and paying any losses, damages or claims that we suffer that arise out of the cancellation or termination of work; and reimbursement of any other reasonable and proper sums suffered or incurred by us solely in connection with or clinical incidents resulting from the cancellation End Users failure to remove the ScriptSwitch Client Software); 13.5.5 Client will be provided access for fourteen (14) days following the termination date to allow for final reporting activities (the “Grace Period”). After the Grace Period, Optum will deactivate Client’s ScriptSwitch Client Software and disable Client’s and its End Users’ access to the ScriptSwitch System. 13.5.6 Client shall promptly return to Optum, or destroy at Optum’s option, all other copies of the ScriptSwitch Client Software, Documentation, Recommendation Profile (in whatever form), and Underlying Drug Data, in its possession or control and shall procure that the End Users do the same and shall confirm the same in writing within 7 days of doing so. 13.6 The termination of the Agreement including, without limitation, overheads and profit we would have earned under the Agreement, together, the “Termination Charges”. 9.4 You shall pay all Termination Charges within thirty (30) days of the date of demand. Unless otherwise agreed in writing, the Termination Charges shall be exclusive of any taxes (including sales tax) or levies. 9.5 The termination and/or expiry of the this Agreement howsoever arising is without prejudice to the rights, duties and liabilities of either you or we party accrued prior to termination and/or expirytermination. 9.6 13.7 The rights to terminate set out clauses in this Agreement are the only rights of termination and any common law rights to terminate shall be excluded. 9.7 The conditions which expressly or impliedly have effect after termination and/or expiry will shall continue to be enforceable notwithstanding termination and/or expiryincluding without limit Clauses 4 (Restrictions on Use), 10 (Warranty), 12 (Intellectual Property), 13 (Termination and Consequences of Termination), and 16 (Data Protection) .