Common use of Termination or Expiry Clause in Contracts

Termination or Expiry. Citizens Information Board may terminate this Agreement upon written notice to the Company at any time in the event that: the Company commits any serious Non-Compliance with this Agreement and fails to remedy such Non-Compliance (if capable of remedy) within thirty (30) days of receiving notice of same from Citizens Information Board or as specified under clause 17 of this Agreement; the Company provides any information (including in relation to expenditure of the Funding) or report to Citizens Information Board which is incorrect or inaccurate to a material degree or fails to report to Citizens Information Board in accordance with clause 14; a resolution is passed or a petition is presented (and not withdrawn or set aside within thirty (30) days) for the winding up of the Company other than for the purposes of restructuring or amalgamation while solvent on terms which have been previously approved in writing by Citizens Information Board; the Company enters into any arrangement or composition for the benefit of its creditors; an encumbrancer takes possession of or a distress, execution, sequestration or a process is levied on or issued against any of the property of the Company and not discharged within thirty (30) days; a receiver or examiner is appointed (by Citizens Information Board or any other person) in respect of the whole or any part of the undertaking or assets of the Company; any security given by any mortgage, charge or other security interest created by the Company becomes enforceable whether or not the mortgagee or chargee takes steps to enforce same; the Company ceases or threatens to cease to trade or carry on its business or substantially the whole of its business; the Company is unable to pay its debts as they fall due; the Company sells, transfers, leases or otherwise disposes of (or purports or attempts to do any of the foregoing) the whole or any part of its undertakings, properties or assets by a single or a number of transactions (whether related or not and whether at the same time or over a period of time) without the prior written approval of Citizens Information Board; the Company causes or is subject to any event, with respect to which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses 18.1(c) to 18.1(j) above. In the event that Citizens Information Board terminates this Agreement, any entitlement of the Company to receive any outstanding portion of the Funding shall cease automatically and any such termination shall be without prejudice to the right of the Company to claim a complete or partial refund of the Funding or damages for breach of contract or any of its other rights. The Company shall ensure that neither it nor any of its Directors or Personnel shall accept any professional or other commitment or engagement during the term of the Agreement which conflicts or might reasonably be expected to conflict with the duties and obligations undertaken by the Company hereunder and/or the business or activities of Citizens Information Board (“Conflict of Interest”). The Company warrants that it has disclosed to CIB any such Conflict of Interest as may already be in existence on the date hereof. The Company undertakes that it shall notify CIB of any actual or potential Conflict of Interest arising during the Agreement and that it shall act in accordance with CIB’s reasonable instructions in respect of such actual or potential conflicts of interest. The Company shall develop a code of conduct for Directors and Personnel and maintain best standards of business ethics to include taking all reasonable steps to prevent Directors, Personnel or agents of the Company from making, receiving, providing or offering gifts of any kind as an inducement or reward for doing or forbearing to do, or for having done or forborne to do, any action in relation to this Agreement or for showing or forbearing to show favour or disfavour to any person in relation to this Agreement or for the purpose of influencing individuals, firms or bodies corporate to act contrary to both parties’ interests.

Termination or Expiry. Citizens Information Board may terminate this Agreement upon written notice to the Company at any time in the event that: the Company commits any serious Non-Compliance with this Agreement and fails to remedy such Non-Compliance (if capable of remedy) within thirty (30) days of receiving notice of same from Citizens Information Board or as specified under clause 17 of this Agreement; the Company provides any information (including in relation to expenditure of the Funding) or report to Citizens Information Board which is incorrect or inaccurate to a material degree or fails to report to Citizens Information Board in accordance with clause 14; a resolution is passed or a petition is presented (and not withdrawn or set aside within thirty (30) days) for the winding up of the Company other than for the purposes of restructuring or amalgamation while solvent on terms which have been previously approved in writing by Citizens Information Board; the Company enters into any arrangement or composition for the benefit of its creditors; an encumbrancer takes possession of or a distress, execution, sequestration or a process is levied on or issued against any of the property of the Company and not discharged within thirty (30) days; a receiver or examiner is appointed (by Citizens Information Board or any other person) in respect of the whole or any part of the undertaking or assets of the Company; any security given by any mortgage, charge or other security interest created by the Company becomes enforceable whether or not the mortgagee or chargee charge takes steps to enforce same; the Company ceases or threatens to cease to trade or carry on its business or substantially the whole of its business; the Company is unable to pay its debts as they fall due; the Company sells, transfers, leases or otherwise disposes of (or purports or attempts to do any of the foregoing) the whole or any part of its undertakings, properties or assets by a single or a number of transactions (whether related or not and whether at the same time or over a period of time) without the prior written approval of Citizens Information Board; the Company causes or is subject to any event, with respect to which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses 18.1(c) to 18.1(j) above. In the event that Citizens Information Board terminates this Agreement, any entitlement of the Company to receive any outstanding portion of the Funding shall cease automatically and any such termination shall be without prejudice to the right of the Company to claim a complete or partial refund of the Funding or damages for breach of contract or any of its other rights. The Company shall ensure that neither it nor any of its Directors or Personnel shall accept any professional or other commitment or engagement during the term of the Agreement which conflicts or might reasonably be expected to conflict with the duties and obligations undertaken by the Company hereunder and/or the business or activities of Citizens Information Board (“Conflict of Interest”). The Company warrants that it has disclosed to CIB any such Conflict of Interest as may already be in existence on the date hereof. The Company undertakes that it shall notify CIB of any actual or potential Conflict of Interest arising during the Agreement and that it shall act in accordance with CIB’s reasonable instructions in respect of such actual or potential conflicts of interest. The Company shall develop a code of conduct for Directors and Personnel and maintain best standards of business ethics to include taking all reasonable steps to prevent Directors, Personnel or agents of the Company from making, receiving, providing or offering gifts of any kind as an inducement or reward for doing or forbearing to do, or for having done or forborne to do, any action in relation to this Agreement or for showing or forbearing to show favour or disfavour to any person in relation to this Agreement or for the purpose of influencing individuals, firms or bodies corporate to act contrary to both parties’ interests. The company must notify CIB in writing of any lobbying activity (or activity that might reasonably be constrused as lobbying), including email, telephone calls or meetings with external stakeholders, such as officials from any Government Department or Political Party.