Common use of Termination on Default Clause in Contracts

Termination on Default. Should either party default in the performance of this Agreement or materially breach any of its provisions, which default or breach is not cured within thirty (30) days after delivery of written notice specifying the nature of such default or breach (as applicable) by the non-breaching party to the breaching party, the non-breaching party may terminate this Agreement immediately upon expiration of such thirty (30) day period. Termination shall be effective upon two days notice (which notice shall be given in accordance with Section 8 below). For purposes of this section, material breaches of this Agreement shall include, but not be limited to any of the following: (a) the failure by the Company to pay the compensation set forth in section 3 above when due, or the Company’s default under the Promissory Note between the Company, as Maker, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Payee; (b) either party’s material breach or refusal to perform any of such party’s material obligations under this Agreement; (c) the material failure, on more than one occasion, to perform material duties which are required to be performed under the terms of this Agreement on the part of the Consultant; (d) the commission of an act of fraud or misrepresentation by the Consultant or ▇▇▇▇▇▇▇▇; (e) the material failure by the Consultant to conform to all material laws and regulations governing the Consultant’s duties under this Agreement; (f) the commission by the Consultant of any act that has a direct material adverse effect on the reputation of the Company; (g) the disassociation, departure, separation or termination of ▇▇▇▇▇▇▇▇ by or from the Company, except due to death or Disability; (h) the repeated failure of ▇▇▇▇▇▇▇▇ to be reasonably available during normal business hours for consultation as required by this Agreement, except in the case of his death or Disability (hereinafter defined); (i) the cessation of Continuous Service (hereinafter defined) under this Agreement by ▇▇▇▇▇▇▇▇, except in the case of death or Disability; “Continuous Service” means that the provision of Services to the Company under this Agreement (as a member of the Consultant) is not materially interrupted or terminated; provided that Continuous Service shall not be considered materially interrupted in the case of a leave of absence of up to one month during any twelve month period, unless approved by the Company;

Termination on Default. Should either party default in the performance of this Agreement or materially breach any of its provisions, which default or breach is not cured within thirty (30) days after delivery of written notice specifying the nature of such default or breach (as applicable) by the non-breaching party to the breaching party, the non-breaching party may terminate this Agreement immediately upon expiration of such thirty (30) day periodby giving written notification to the breaching party. Termination shall be effective upon two days notice (which notice shall be given in accordance with Section 8 9 below). For purposes of this section, material breaches of this Agreement shall include, but not be limited to any of the following: (a) the failure by the Company Purchaser to pay the compensation set forth in section 3 above when due, or if the Company’s default under Purchaser has not cured such breach within 10 days after receipt of written notice from the Promissory Note between the Company, as Maker, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as PayeeConsultant; (b) either party’s the material breach or refusal to perform any term of this Agreement by Consultant, if the Consultant has not cured such party’s material obligations under this Agreementbreach within twenty (20) days after receipt of written notice from the Purchaser; (c) the material failure, on more than one occasion, to perform material duties which are required to be performed under the terms of this Agreement on the part of the Consultant; (d) the Consultant’s commission of an act acts of fraud dishonesty, fraud, or misrepresentation by any of the Consultant Consultants members, managers or ▇▇▇▇▇▇▇▇employees; (e) the material failure by the Consultant to conform to all material laws and regulations governing the Consultant’s duties under this Agreement; (f) the commission by the Consultant of any act that has a direct material adverse effect brings the Purchaser into public scandal or which will reflect unfavorably on the reputation of the CompanyPurchaser; (g) the disassociation, departure, separation or termination of ▇▇▇▇▇▇▇▇ by or from the Company, except due to death or Disability; (h) the repeated failure of ▇▇▇▇▇▇▇▇ Consultant to be reasonably available during normal business hours for consultation as required by this AgreementPurchaser, except in the case of his death or Disability (hereinafter defined)) of Consultant; (ih) the cessation of Continuous Service (hereinafter defined) under this Agreement by ▇▇▇▇▇▇▇▇Consultant, except in the case of death or DisabilityDisability of Consultant; “Continuous Service” means that the provision of Services services to the Company Purchaser under this Agreement (as a member of the Consultant) is not materially interrupted or terminated; provided that . Continuous Service shall not be considered materially interrupted in the case of a leave of absence of up to one month during any twelve month period, period unless approved by the Company;Purchaser; and

Termination on Default. Should either party default in the performance of this Agreement or materially breach any of its provisions, which default or breach is not cured within thirty (30) days after delivery of written notice specifying the nature of such default or breach (as applicable) by the non-breaching party to the breaching party, the non-breaching party may terminate this Agreement immediately upon expiration of such thirty (30) day period. Termination shall be effective upon two days notice (which notice shall be given in accordance with Section 8 below). For purposes of this section, material breaches of this Agreement shall include, but not be limited to any of the following: (a) the failure by the Company to pay the compensation set forth in section 3 above when due, or the Company’s default under the Promissory Note between the Company, as Maker, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Payee; (b) either party’s material breach or refusal to perform any of such party’s material obligations under this Agreement; (c) the material failure, on more than one occasion, to perform material duties which are required to be performed under the terms of this Agreement on the part of the Consultant; (d) the commission of an act of fraud or misrepresentation by the Consultant or ▇▇▇▇▇▇▇▇; (e) the material failure by the Consultant to conform to all material laws and regulations governing the Consultant’s duties under this Agreement; (f) the commission by the Consultant of any act that has a direct material adverse effect on the reputation of the Company; (g) the disassociation, departure, separation or termination of ▇▇▇▇▇▇▇▇ by or from the Company▇, except due to death or Disability; (h) the repeated failure of ▇▇▇▇▇▇▇▇ to be reasonably available during normal business hours for consultation as required by this Agreement, except in the case of his death or Disability (hereinafter defined); (i) the cessation of Continuous Service (hereinafter defined) under this Agreement by ▇▇▇▇▇▇▇▇, except in the case of death or Disability; “Continuous Service” means that the provision of Services to the Company under this Agreement (as a member of the Consultant) is not materially interrupted or terminated; provided that Continuous Service shall not be considered materially interrupted in the case of a leave of absence of up to one month during any twelve month period, unless approved by the Company;

Termination on Default. Should either party default in the performance of The Commissioner may terminate this Agreement by written notice to the Supplier with immediate effect if the Supplier: commits a Default and if: the Supplier has not remedied the Default to the reasonable satisfaction of the Commissioner within 25 Working Days, or materially breach any such other period as may be specified by the Commissioner, after issue of its provisions, which default or breach is not cured within thirty (30) days after delivery of a written notice specifying the nature Default and requesting it to be remedied; or the Default is not, in the opinion of the Commissioner, capable of remedy; or the Default is a material breach of this Agreement; fails to comply with a Correction Plan in respect of a material Service Failure because: the Supplier does not submit or resubmit a Correction Plan for Approval within the timescales required or at all; or the Commissioner (acting reasonably) does not approve the proposed Correction Plan on the second occasion of seeking Approval; or within a reasonable period following Approval, the Correction Plan fails to remedy the relevant Service Failure. Where the Commissioner terminates this Agreement pursuant to this clause 37.3 (Termination on Default) and makes alternative arrangements for the supply of Services, the Commissioner may recover from the Supplier the cost reasonably incurred of making such default or breach (as applicable) alternative arrangements and any additional expenditure incurred by the non-breaching party Commissioner throughout the remainder of the Term. The Commissioner shall take all reasonable steps to mitigate such additional expenditure. No further payments shall be payable by the Commissioner to the breaching party, Supplier in respect of the non-breaching party may terminate this Agreement immediately upon expiration of such thirty (30) day period. Termination shall be effective upon two days notice (which notice shall be given Services supplied by the Supplier prior to termination and in accordance with Section 8 below). For purposes of this section, material breaches of this Agreement shall include, but not where the payment has yet to be limited to any of the following: (a) the failure made by the Company to pay Commissioner, until the compensation set forth in section 3 above when due, or Commissioner has established the Company’s default under final cost of making the Promissory Note between the Company, as Maker, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Payee; (b) either party’s material breach or refusal to perform any of such party’s material obligations alternative arrangements envisaged under this Agreement; (c) the material failure, on more than one occasion, to perform material duties which are required to be performed under the terms of this Agreement on the part of the Consultant; (d) the commission of an act of fraud or misrepresentation by the Consultant or ▇▇▇▇▇▇▇▇; (e) the material failure by the Consultant to conform to all material laws and regulations governing the Consultant’s duties under this Agreement; (f) the commission by the Consultant of any act that has a direct material adverse effect on the reputation of the Company; (g) the disassociation, departure, separation or termination of ▇▇▇▇▇▇▇▇ by or from the Company, except due to death or Disability; (h) the repeated failure of ▇▇▇▇▇▇▇▇ to be reasonably available during normal business hours for consultation as required by this Agreement, except in the case of his death or Disability (hereinafter defined); (i) the cessation of Continuous Service (hereinafter defined) under this Agreement by ▇▇▇▇▇▇▇▇, except in the case of death or Disability; “Continuous Service” means that the provision of Services to the Company under this Agreement (as a member of the Consultant) is not materially interrupted or terminated; provided that Continuous Service shall not be considered materially interrupted in the case of a leave of absence of up to one month during any twelve month period, unless approved by the Company;clause.

Termination on Default. Should either party default in the performance of this Agreement or materially breach any of its provisions, which default or breach is not cured within thirty (30) days after delivery of written notice specifying the nature of such default or breach (as applicable) by the non-breaching party to the breaching party, the non-breaching party may terminate this Agreement immediately upon expiration of such thirty (30) day period. Termination shall be effective upon two days notice (which notice shall be given in accordance with Section 8 below). For purposes of this section, material breaches of this Agreement shall include, but not be limited to any of the following: : (a) the failure by the Company to pay the compensation set forth in section 3 above when due, or the Company’s default under the Promissory Note between the Company, as Maker, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Payee; ; (b) either party’s material breach or refusal to perform any of such party’s material obligations under this Agreement; ; (c) the material failure, on more than one occasion, to perform material duties which are required to be performed under the terms of this Agreement on the part of the Consultant; ; (d) the commission of an act of fraud or misrepresentation by the Consultant or ▇▇▇▇▇▇▇▇; ; (e) the material failure by the Consultant to conform to all material laws and regulations governing the Consultant’s duties under this Agreement; ; 8 (f) the commission by the Consultant of any act that has a direct material adverse effect on the reputation of the Company; ; (g) the disassociation, departure, separation or termination of ▇▇▇▇▇▇▇▇ by or from the Company, except due to death or Disability; ; (h) the repeated failure of ▇▇▇▇▇▇▇▇ to be reasonably available during normal business hours for consultation as required by this Agreement, except in the case of his death or Disability (hereinafter defined); ; (i) the cessation of Continuous Service (hereinafter defined) under this Agreement by ▇▇▇▇▇▇▇▇, except in the case of death or Disability; “Continuous Service” means that the provision of Services to the Company under this Agreement (as a member of the Consultant) is not materially interrupted or terminated; provided that Continuous Service shall not be considered materially interrupted in the case of a leave of absence of up to one month during any twelve month period, unless approved by the Company;; (j) the breach by Consultant or the Company of any material term of the Transaction Documents to which they are a party; (k) the Company shall (A) apply for or consent to the appointment of a receiver, trustee, liquidator, administrator, manager or custodian of the Company or of all or a substantial part of its property, (B) be unable, or admit in writing its inability to pay its debts as they mature, (C) make a general assignment for the benefit of its creditors, (D) become insolvent (as such term may be defined or interpreted under any applicable statute), (E) commence a voluntary case or other proceeding seeking liquidation, reorganization, administration or other relief with respect to its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of the Company’s property in an involuntary case or other proceeding commenced against the Company, or (F) take any action for the purpose of effectuating any of the forgoing. For purposes of this Agreement, “Disability” means inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.

Termination on Default. Should either party default in the performance of this Agreement or materially breach any of its provisions, which default or breach is not cured within thirty (30) days after delivery of written notice specifying the nature of such default or breach (as applicable) by the non-breaching party to the breaching party, the non-breaching party may terminate this Agreement immediately upon expiration of such thirty (30) day period. Termination shall be effective upon two days notice (which notice shall be given in accordance with Section 8 below). For purposes of this section, material breaches of this Agreement shall include, but not be limited to any of the following: : 7 (a) the failure by the Company to pay the compensation set forth in section 3 above when due, or the Company’s default under the Promissory Note between the Company, as Maker, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Payee; ; (b) either party’s material breach or refusal to perform any of such party’s material obligations under this Agreement; ; (c) the material failure, on more than one occasion, to perform material duties which are required to be performed under the terms of this Agreement on the part of the Consultant; ; (d) the commission of an act of fraud or misrepresentation by the Consultant or ▇▇▇▇▇▇▇▇; ; (e) the material failure by the Consultant to conform to all material laws and regulations governing the Consultant’s duties under this Agreement; ; (f) the commission by the Consultant of any act that has a direct material adverse effect on the reputation of the Company; ; (g) the disassociation, departure, separation or termination of ▇▇▇▇▇▇▇▇ by or from the Company, except due to death or Disability; ; (h) the repeated failure of ▇▇▇▇▇▇▇▇ to be reasonably available during normal business hours for consultation as required by this Agreement, except in the case of his death or Disability (hereinafter defined); ; (i) the cessation of Continuous Service (hereinafter defined) under this Agreement by ▇▇▇▇▇▇▇▇, except in the case of death or Disability; “Continuous Service” means that the provision of Services to the Company under this Agreement (as a member of the Consultant) is not materially interrupted or terminated; provided that Continuous Service shall not be considered materially interrupted in the case of a leave of absence of up to one month during any twelve month period, unless approved by the Company;; (j) the breach by Consultant or the Company of any material term of the Transaction Documents to which they are a party; (k) the Company shall (A) apply for or consent to the appointment of a receiver, trustee, liquidator, administrator, manager or custodian of the Company or of all or a substantial part of its property, (B) be unable, or admit in writing its inability to pay its debts as they mature, (C) make a general assignment for the benefit of its creditors, (D) become insolvent (as such term may be defined or interpreted under any applicable statute), (E) commence a voluntary case or other proceeding seeking liquidation, reorganization, administration or other relief with respect to its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of the Company’s property in an involuntary case or other proceeding commenced against the Company, or (F) take any action for the purpose of effectuating any of the forgoing. 8 For purposes of this Agreement, “Disability” means inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.