Master Alliance Provisions Guide (MAPGuide)

Lambert Agreement D

  • Term & termination | Termination & withdrawal

§9 Termination and Withdrawal

§9.1 If they unanimously agree to do so, the other Parties may treat any Party as having withdrawn from the Project with immediate effect by giving notice to that Party if that Party:

(1) is in breach of any provision of this Agreement (including an obligation to make payment) and (if it is capable of remedy) the breach has not been remedied within [30][60] OR [90] days after receipt of written notice specifying the breach and requiring its remedy;

(2) becomes insolvent, or if an order is made or a resolution is passed for its winding up (except voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver or receiver is appointed over the whole or any part of its assets, or if it makes any arrangement with its creditors; or

(3) commits any breach of Schedule 5 (anti-bribery terms) [or Schedule 7 (human rights and anti-slavery terms)].

§9.2 Each of the Parties will notify the Project Manager promptly if at any time any of the Key Personnel appointed by that Party is unable or unwilling to continue to be involved in the Project.  Within [3] OR [6] months after the date of that notice, the Party who originally appointed that member of the Key Personnel will nominate a successor.  The other Parties will not unreasonably refuse to accept the nominated successor, but if the successor is not acceptable to the other Parties on reasonable grounds, the other parties may treat that Party as having withdrawn from the Project by giving not less than [3] months’ notice.

§9.3 [Any Commercial Party may withdraw from the Project at any time, provided it complies with clauses 9.10 and 9.11, by giving not less than [3] months’ notice to all of the other Parties.]

§9.4 If a Party withdraws or is treated as having withdrawn from the Project, the other Parties will use reasonable endeavours to reallocate the obligations of that Party under this Agreement [and under the Funding Conditions] amongst themselves or to a third party acceptable to the remaining Parties [and the Funding Body], provided that that third party agrees to be bound by the terms of this Agreement [and the Funding Conditions].