Provision Language
15. Term, Termination and Effects of Termination
15.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated pursuant to this Clause 15 (the “Term”).
15.2 Termination. Either Party (the “Terminating Party”) shall have the right to terminate this Agreement forthwith at any time upon giving written notice of termination to other Party (the “Defaulting Party”), upon the occurrence of any of the following events:
15.2.1. the Defaulting Party commits a breach of a material obligation set out in this Agreement which is not capable of remedy;
15.2.2. the Defaulting Party commits a breach of a material obligation set out in this Agreement which is capable of remedy but has not been remedied within thirty (30) Business Days of the receipt by it of a notice from the Terminating Party identifying the breach and requiring its remedy;
15.2.3. the Defaulting Party is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;
15.2.4. a proposal is made or a nominee or supervisor is appointed for a composition in satisfaction of the debts of the Defaulting Party or a scheme or voluntary arrangement of its affairs within the meaning of the relevant bankruptcy or insolvency laws, or the Defaulting Party enters into any composition or voluntary arrangement for the benefit of its creditors, or proceedings are commenced in relation to the Defaulting Party under any law, regulation or procedure relating to the re–construction, deferment or re–adjustment of all or substantially all of the Defaulting Party’s debts;
15.2.5. the Defaulting Party takes any action, or any legal proceedings are started whether by a third party or not, for the purpose of the winding up or dissolution of the Defaulting Party, other than for a solvent reconstruction or amalgamation;
15.2.6. the appointment of a liquidator, trustee, receiver, administrative receiver, receiver and manager, interim receiver, custodian, sequestrator, administrator or similar officer, in respect of all or a substantial part of the assets of the Defaulting Party;
15.2.7. an effective resolution being passed for the winding–up or entering into administration (whether out of court or otherwise) of the Defaulting Party;
15.2.8 a distress, execution or other legal process being levied against all or substantially all of the assets of the Defaulting Party, and not being discharged or paid out in full within ten (10) Business Days of the commencement of each process; or
15.2.9. the occurrence in respect of the Defaulting Party of any event in any jurisdiction to which it is subject having an effect similar to that of any of the events referred to in Clauses 15.2.3 to 15.2.8.
15.3. In addition, FUNDER shall be entitled to terminate this Agreement with immediate effect by providing written notice to the Partner in the following circumstances:
15.3.1. If the Partner takes any action which would be incompatible with or which would have an adverse effect (or by omitting to take any action has or would have a similar adverse effect) on: i. FUNDER’s Mission or reputation; or ii. the Partner’s ability to comply with its obligations under the Agreement;
15.3.2. If the Parties are unable to agree a suitable replacement Project Lead within thirty (30) Business Days of the notification referred to in Clause 5.2;
15.3.3. If the Site Visit Group recommends termination of any Work Phase or the Project in accordance with Clause 7;
15.3.4. Where Site Visit Group recommends termination of any Work Phase or the Project in accordance with Clause 7, and FUNDER (in its sole discretion) elects to allow the Partner a period of time to take corrective action to address any failings identified by the Site Visit Group (if such failings are capable of correction), if the Partner does not correct such failings within the period specified by FUNDER;
15.3.5. If the JMAG does not approve the Development Plan or Marketing Activities Plan;
15.3.6. If FUNDER, in its sole discretion, elects, or has elected, not to fund any subsequent Work Phase; or
15.3.7 On a change of Control of the Partner without FUNDER’s prior written agreement.