Common use of Termination and Other Remedies Clause in Contracts

Termination and Other Remedies. 25.1 Subject to Condition 25.4, if either party to the Agreement is in breach of the Agreement and does not remedy the breach within 30 days of notice from the other party so to do the non-breaching party may terminate the Agreement immediately by notice to the party in breach. 25.2 If Supplier shall become a debtor in any bankruptcy or similar insolvency proceeding, or be dissolved or wound up, or shall make any assignment for the benefit of creditors or have a receiver appointed over all or any part of its assets or go into liquidation (whether voluntary or otherwise) save as part of a bona fide reorganization not involving insolvency or shall take or suffer to be taken any similar action as a result of its inability to pay its debts or its insolvency it shall promptly so notify Purchaser in writing giving particulars of the circumstances, whereupon Purchaser may terminate the Agreement immediately by notice. (For the avoidance of doubt, Purchaser may terminate the Agreement upon the occurrence of any of the circumstances described in this Condition notwithstanding that Supplier may not have given notice to Purchaser as required.) 25.3 If at any time there shall be any change in the legal or beneficial ownership or Control of Supplier: 25.3.1 Supplier shall immediately so notify Purchaser in writing; and 25.3.2 Purchaser may, upon receiving notice or otherwise becoming aware of a change in the legal or beneficial ownership or Control of Supplier, terminate the Agreement immediately by notice in writing to Supplier if it considers in its sole discretion that such change of ownership or Control are prejudicial to its interests. 25.4 The Agreement may be cancelled at any time by Purchaser for its sole convenience by giving Supplier notice in writing. Purchaser shall in such case pay for all Goods delivered and under binding Purchase Orders at the time of termination at the contract price, and shall pay a fair and reasonable price shall be paid for all Services in progress that have been delivered to Purchaser. Purchaser shall also pay a reasonable termination charge to compensate Supplier for all reasonable costs necessary to terminate commitments that Supplier has made in justifiable reliance on the Agreement and that cannot be terminated by Supplier without liability or penalty. Purchaser’s aggregate liability in any case for all Goods, Services and termination charges under each Agreement shall not exceed the original contract price thereof. 25.5 Without limiting any of its other rights and remedies, on any breach of Supplier’s obligations Purchaser may (a) cancel any deliveries of Goods or Services which in Purchaser’s opinion cannot be made within a reasonable time after the due date without incurring any liability on the part of Purchaser and (b) demand reasonable assurance of Supplier’s ability to perform its obligations.

Termination and Other Remedies. 25.1 Subject to Condition 25.4, if either party to the Agreement is in breach of the Agreement and does not remedy the breach within 30 days of notice from the other party so to do the non-non- breaching party may terminate the Agreement immediately by notice to the party in breach. 25.2 If Supplier shall become a debtor in any bankruptcy or similar insolvency proceeding, or be dissolved or wound up, or shall make any assignment for the benefit of creditors or have a receiver appointed over all or any part of its assets or go into liquidation (whether voluntary or otherwise) save as part of a bona fide reorganization not involving insolvency or shall take or suffer to be taken any similar action as a result of its inability to pay its debts or its insolvency it shall promptly so notify Purchaser in writing giving particulars of the circumstances, whereupon Purchaser may terminate the Agreement immediately by notice. (For the avoidance of doubt, Purchaser may terminate the Agreement upon the occurrence of any of the circumstances described in this Condition notwithstanding that Supplier may not have given notice to Purchaser as required.) 25.3 If at any time there shall be any change in the legal or beneficial ownership or Control of Supplier: 25.3.1 Supplier shall immediately so notify Purchaser in writing; and 25.3.2 Purchaser may, upon receiving notice or otherwise becoming aware of a change in the legal or beneficial ownership or Control of Supplier, terminate the Agreement immediately by notice in writing to Supplier if it considers in its sole discretion that such change of ownership or Control are prejudicial to its interests. 25.4 The Agreement may be cancelled at any time by Purchaser for its sole convenience by giving Supplier notice in writing. Purchaser shall in such case pay for all Goods delivered and under binding Purchase Orders at the time of termination at the contract price, and shall pay a fair and reasonable price shall be paid for all Services in progress that have been delivered to Purchaser. Purchaser shall also pay a reasonable termination charge to compensate Supplier for all reasonable costs necessary to terminate commitments that Supplier has made in justifiable reliance on the Agreement and that cannot be terminated by Supplier without liability or penalty. Purchaser’s aggregate liability in any case for all Goods, Services and termination charges under each Agreement shall not exceed the original contract price thereof. 25.5 Without limiting any of its other rights and remedies, on any breach of Supplier’s obligations Purchaser may (a) cancel any deliveries of Goods or Services which in Purchaser’s opinion cannot be made within a reasonable time after the due date without incurring any liability on the part of Purchaser and (b) demand reasonable assurance of Supplier’s ability to perform its obligations.