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 performance of those obligations is affected by the Event of Force Majeure; and c) the affected Party must use its best endeavours to overcome or remove the effects of the Event of Force Majeure, to mitigate its effects and to minimise the delay, provided that this does not require the settlement of strikes or labour disputes on terms contrary to the reasonable wishes of the Party affected. 9.5 Clauses 9.2 and 9.3 shall survive any termination of this Agreement.
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Termination and Force Majeure. 9.1 MEM may terminate this Agreement:
9.1 E25 a) if the Goods and/or Services include one or more items and/or services that are (at MEM’s sole discretion) critical to MEM’s business, by 1 day prior notice to the Contractor; and
b) otherwise, at any time and in its sole discretion by 7 days prior notice to the Contractor.
9.2 MEM may terminate this Agreement (without prejudice to any rights that E25 MEM 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 E25MEM’s sole discretion) critical to E25MEM’s business - by 1 day’s days 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 MEM 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 9.3 If this Agreement is terminated under clause 9.1, E25 MEM 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 MEM 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;performed;
b) the affected obligations will be suspended, but only in so far, and for so long as, the performance of those obligations is affected by the Event of Force Majeure; and
c) the affected Party must use its best endeavours to overcome or remove the effects of the Event of Force Majeure, to mitigate its effects and to minimise the delay, provided that this does not require the settlement of strikes or labour disputes on terms contrary to the reasonable wishes of the Party affected.
9.5 Clauses 9.2 and 9.3 shall survive any termination of this Agreement.
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Sources: Supply Agreement