Termination and Force Majeure Clause Samples
Termination and Force Majeure. (a) IOM may terminate this PO at any time with one week written notice to Supplier. Any monies paid in advance by IOM shall be refunded no later than the date of termination.
(b) If IOM terminates this PO in whole or in part for default on the part of the Supplier, it may acquire elsewhere substitute goods of a similar kind to those which were the subject of the terminated part of the PO and Supplier shall be liable for any excess costs to IOM for the delivery of those goods provided that the Supplier shall not be liable for any excess costs if the failure to perform under this PO arises from force majeure.
(c) Neither Party will be liable for any delay in performing or failure to perform any of its obligations under this Agreement if such delay or failure is caused by force majeure, which means any unforeseeable and irresistible act of nature, any act of war (whether declared or not), invasion, revolution, insurrection, terrorism, blockade or embargo, strikes, Governmental or state restrictions, natural disaster, epidemic, public health crisis, and any other circumstances which are not caused by nor within the control of the affected Party. As soon as possible after the occurrence of a force majeure event which impacts the ability of the affected Party to comply with its obligations under this Agreement, the affected Party will give notice and full details in writing to the other Party of the existence of the force majeure event and the likelihood of delay. On receipt of such notice, the unaffected Party shall take such action as it reasonably considers appropriate or necessary in the circumstances, including granting to the affected Party a reasonable extension of time in which to perform its obligations. During the period of force majeure, the affected Party shall take all reasonable steps to minimize damages and resume performance. IOM shall be entitled without liability to suspend or terminate the Agreement if the Service Provider is unable to perform its obligations under the Agreement by reason of force majeure. In the event of such suspension or termination, the provisions on Termination herein shall apply.
Termination and Force Majeure. The Placing Agent may terminate the Placing Agreement by notice in writing prior to 9:00 a.m. on the Completion Date, if in the absolute opinion of the Placing Agent, the success of the Placing would be materially and adversely affected by any force majeure events:
Termination and Force Majeure. (A) The Underwriter shall have the right to terminate the arrangements set out in this Agreement by notice in writing given to the Company at any time prior to the Long Stop Date, if:
(i) the occurrence of the following events have or will, or is likely to, in the reasonable opinion of the Underwriter, materially and adversely affect the business, financial or the success of the Rights Issue or dealings in the Rights Issue in the secondary market, or trading position or prospects of the Group as a whole or otherwise makes it impracticable, inexpedient or inadvisable for the Company or the Underwriter to proceed with the Rights Issue on the terms and manner contemplated in the Announcement and the Prospectus Documents:
(a) the introduction of any new law or regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever;
(b) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date of this Agreement) of a political, military, financial, economic, industrial, legal, fiscal, regulatory or other nature (whether or not sui generis with any of the foregoing or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict);
(c) the imposition of any moratorium, suspension or restriction on trading in securities generally on the Stock Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the London Stock Exchange, the New York Stock Exchange or any major disruption of any securities settlement or clearing services in Hong Kong or on commercial banking activities in Hong Kong, due to exceptional financial circumstances or otherwise;
(d) the occurrence of any change in market conditions or combination of circumstances in Hong Kong, the United States, the European Union, the United Kingdom or the PRC (including without limitation, any change in fiscal policy or money policy, or foreign exchange or currency markets, suspension or material restrict or trading in securities) which in the reasonable opinion of the Underwriter materially prejudicially affects the Rights Issue and make it impracticable, inadvisable or inexpedient to proceed therein;
(ii) the Company’s application to the Main Board of the Stock Exchange for permission for the listing of the Rights Shares (nil-paid and fully-paid) and permission...
Termination and Force Majeure. The organization may terminate this Contract, in whole or in part, at any time with written notice to the vendor/supplier. Any monies paid in advance by the organization shall be refunded on or before the date of termination if the services weren’t delivered yet. If the organization terminates this Contract in whole or in part for default on the part of the vendor/supplier, it may acquire elsewhere services similar to those terminated and the vendor/suppliershall be liable for any excess costs to the organization for the re- procurement of those services. The vendor/suppliershall not be liable for any excess costs if the failure to perform under this Contract arises from causes beyond its control and without fault or negligence of the vendor/supplier. In case of unforeseen circumstances or catastrophes, such as insecurity, man-made or non-manmade disasters, coups d’état, war, or non-availability of funds from the donor, which are beyond the control of both parties and prevent either from carrying out their obligations as laid down in this agreement, neither party shall be held accountable and should seek the most appropriate resolution, including agreement termination if deemed necessary by one or both parties.
Termination and Force Majeure. 19.1 The Funder may terminate this Agreement and any obligation to make future Grant payments thereafter on giving the Recipient three (3) months written notice should it be required to do so by financial restraints.
19.2 If either Party is delayed in carrying any of its obligations under this Agreement due to a circumstance beyond its reasonable control then it shall notify the other Party of the circumstance causing the delay and the period within which to carry out that obligation will be extended by a reasonable period.
Termination and Force Majeure. 9.1 The Underwriter shall be entitled by a notice in writing to the Company, served prior to the Latest Time for Termination, to terminate this Agreement if:
(a) in the reasonable opinion of the Underwriter, the success of the Open Offer would be materially and adversely affected by:
(i) the introduction of any new regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the reasonable opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or is materially adverse in the context of the Open Offer; or
(ii) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date hereof), of a political, military, financial, economic or other nature, or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the reasonable opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or
(iii) any act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, epidemic, terrorism, strike or lock-out which would, in the reasonable opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or
(b) any material adverse change in market conditions (including, without limitation, a change in fiscal or monetary policy or foreign exchange or currency markets, suspension or restriction of trading in securities, and a change in currency conditions for the purpose of this clause includes a change in the system under which the value of the Hong Kong currency is pegged with that of the currency of the United States of America) occurs which in the reasonable opinion of the Underwriter makes it inexpedient or inadvisable to proceed with the Open Offer; or
(c) the Prospectus when published contains information (either as to business prospects or the condition of the Group or as to its compliance with any laws or the Listing Rules or any applicable regulations) which has not prior to the date hereof been publicly announced or published by the Company and which may in the reasonable opinion...
Termination and Force Majeure.
9.1 E25 may terminate this Agreement (without prejudice to any rights that E25 may have under this Agreement or otherwise):
a) if the Contractor becomes, or is deemed to become, insolvent or if insolvency, receivership or bankruptcy proceedings are commenced in respect of the Contractor - immediately upon notice to the Contractor;
b) if the Contractor’s performance of its obligations under this Agreement is affected by an Event of Force Majeure for a period of 14 days or more - immediately upon notice to the Contractor; and
c) if the Contractor is in breach of any of its obligations under this Agreement:
i. if the Goods and/or Services include one or more items and/or services that are (at E25’s sole discretion) critical to E25’s business - by 1 day’s prior notice to the Contractor; or
ii. otherwise - immediately upon such breach not being remedied within 7 days of the receipt of a notice from E25 requesting the breach be remedied.
d) If the Contractor does not deliver the Service or the Goods on the agreed date, E25 shall have the option to either cancel the PO forthwith or give the Contractor notice to rectify the breach within 48 hours. If the breach has not been rectified, E25 shall have the right to cancel the PO immediately.
9.2 If this Agreement is terminated under clause 9.1, E25 must reimburse the Contractor for the costs incurred in relation to the Goods and/or Services supplied by the Contractor as at the date of the notice given under that clause, provided that the amount payable by E25 does not exceed the proportion of the Price that the Goods and/or Services supplied bares to the whole of the Goods and/or Services to be supplied under this Agreement.
9.3 Where the Contractor removes any of E25’s property from the Site, the Contractor grants to E25 an irrevocable licence to, in the case of termination of this Agreement, access any site or premises where the Contractor conducts its business for the purpose of repossessing that property.
9.4 If, as a result of an Event of Force Majeure, a Party becomes unable, wholly or in part, to perform any of its obligations under this Agreement, or is delayed in performing those obligations:
a) the affected Party must immediately give notice to the other party setting out the full details of the Event of Force Majeure, the obligations affected and the estimated delay in those obligations being able to be performed;
b) the affected obligations will be suspended, but only in so far, and for so long as, the ...
Termination and Force Majeure. 8.1. If at any time on or before 4:00 p.m. on the 1st Business Day following the Final Acceptance Date:
(A) the Underwriter shall become aware of the fact that the undertaking provided by the Directors are not duly complied with or shall have reasonable cause to believe that any of the warranties in this Agreement was untrue, inaccurate, misleading or breached, and in each case the same is (in the absolute opinion of the Underwriter) material in the context of the Rights Issue; or
(B) there shall be:
(i) any new law or regulation is enacted, or there is any change in existing laws or regulations or any change in the interpretation or application thereof by any court or other competent authority, whether in Hong Kong or elsewhere;
(ii) any change in local, national or international financial, political, industrial or economic conditions;
(iii) any change of an exceptional nature in local, national or international equity securities or currency markets;
(iv) any local, national or international outbreak or escalation of hostilities, insurrection or armed conflict;
(v) any moratorium, suspension or material restriction or trading in securities generally on the Stock Exchange;
(vi) any suspension in the trading of the Shares on the Stock Exchange for a continuous period of 7 trading days (as defined in the GEM Listing Rules);
(vii) any change or development involving a prospective change in taxation or exchange controls in Hong Kong or elsewhere. which is or are, in the absolute opinion of the Underwriter:-
(a) likely to have a material adverse effect on the business, financial position or prospects of the Group taken as a whole; or
(b) likely to have a material adverse effect on the success of the Rights Issue or the level of Rights Shares to be taken up; or
(c) so material as to make it inappropriate, inadvisable or inexpedient to proceed further with the Rights Issue, then the Underwriter may, by notice in writing given to the Company on or before 4:00
Termination and Force Majeure. This agreement can be cancelled or amended at any time but 4 weeks notice (or any such time as may be required by 3rd Party providers) is required to allow for any winding down or cancellation of any contracts in force that may be affected by this cancellation or amendment. Any cost associated with the winding down or cancellation will become the total responsibility of the Club. Webmasters or Team Administrators shall have no liability for any failure or delay in supply or delivery that is caused by any event or circumstance beyond our reasonable control (including, without limitation, , equipment breakdowns, strikes, lockouts and other industrial disputes). The club will, in the event of Webmaster’s or Team Administrators equipment breakdown, make available the use of Club equipment to enable this agreement to be continued. Webmasters or Team Administrators will have no liability for the legality of any information provided for publication and should be indemnified by the club for this eventuality.
Termination and Force Majeure. 10.1 In the event either party fails to materially comply with this Agreement or breaches any article of this Agreement, the other party shall give such party thirty (30) days for remedy with a written notice. If such party fails to correct its own default within thirty (30) days, the non-default party shall be entitled to terminate this Agreement by a respective written notice.