Common use of Events of Default and Termination Clause in Contracts

Events of Default and Termination. (a) The occurrence of any of the following events shall constitute an "Event of Default" hereunder: (i) a Party's failure to make any payment required by this Agreement within five (5) business days after receipt of written notice from the other Party that a payment which is due has not been received; (ii) a Party's failure to observe and perform any other material obligation under this Agreement and continuance of such failure for a period of five (5) days after receipt of written notice specifying the nature of such default and demanding that it be remedied, or if by reason of the nature of such default the same cannot be remedied within such five (5) day period, failure of the defaulting Party to proceed promptly to institute corrective action to cure the same and thereafter prosecute the curing of such default with diligence; (iii) termination of the Lease; (iv) a Party's filing, or consent by answer or otherwise to the filing against a Party of, a petition for relief, reorganization, or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (v) a Party's general assignment for the benefit of creditors or consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its properties; (vi) a Party is adjudicated insolvent or is liquidated; (vii) a court or other governmental authority of competent jurisdiction shall enter an order appointing a custodian, receiver or trustee, or an officer with similar powers, with respect to a Party or any substantial part of any of its properties; or an order for relief shall be entered in any case or proceeding for liquidation or reorganization, or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, relative to that Party or ordering the dissolution, winding-up or liquidation of the Party; or a petition for such relief is filed against a Party and not dismissed or stayed within sixty (60) calendar days; (viii) All of the conditions set forth in Section 7(a) hereof have not been met within one year following the Purchaser's notice of acceptance of Sellers configuration and pricing proposal as described in Section 2 hereof; or (ix) a Party's representation made hereunder is not correct and true when made, and such failure has a material adverse effect on the other Party. (b) Upon the occurrence of an Event of Default the non-defaulting Party shall have the right to terminate this Agreement upon written notice of such termination to the defaulting Party, and shall, irrespective of its exercise of such election to terminate, have any other remedies that may be available to it at law or in equity, subject only to the provisions of Section 13 hereof.

Events of Default and Termination. 15.1 The Party in default shall be the “Defaulting Party” and the other Party, not in default, shall be the “Non- Defaulting Party”. Under the Contract (ai) The occurrence of any of the following events and (ii) below shall constitute individually, or collectively, be defined as an "Event “Event(s) of Default" hereunder”: (i) the Defaulting Party is in breach of any material duty or obligation under the Contract, including but not limited to; (a) the failure by the Defaulting Party to pay any amounts owing when due without adjustments, discounts, deductions, set off, or withholdings of any kind subsequent to notification of the non-payment and a Party's grace period of 5 working days during which the Defaulting Party fails to affect payment; and/or (b) the failure by the Defaulting Party to make Collect the Products during the Delivery Period; and/or (c) the Defaulting Party loses or does not possess any payment required by this Agreement within five (5) business days after receipt of written notice from the other Party that a payment licence, or consent which is due has not been receivednecessary to perform the Defaulting Party’s Contract duties and obligations; and/or (d) any material litigation or other proceedings are commenced or threatened against the Defaulting Party which the Non-Defaulting Party, in its sole discretion, believes might adversely affect the Defaulting Party’s ability to pay any amounts due, or otherwise to perform its Contract duties and obligations; and/or (e) performance of the Contract becomes contrary to any laws and regulations imposed by any government, or any quasigovernmental entity having jurisdiction over the Defaulting Party whose performance is affected; (iiIi) a Party's failure to observe and perform any other material obligation under this Agreement and continuance of such failure for a period of five the Defaulting Party (5a) days after receipt of written notice specifying the nature of such default and demanding that it be remediedis generally not paying its debts as they become due, (b) files or if by reason of the nature of such default the same cannot be remedied within such five (5) day period, failure of the defaulting Party to proceed promptly to institute corrective action to cure the same and thereafter prosecute the curing of such default with diligence; (iii) termination of the Lease; (iv) a Party's filing, or consent consents by answer or otherwise to the filing against a Party of, a it of any petition for relief, reorganization, or arrangement or case seeking relief under any other petition in bankruptcy, for liquidation liquidation, insolvency or to take advantage of any bankruptcy similar law (collectively "Insolvency Laws"), (c) becomes bankrupt or insolvency law of any jurisdiction; (v) a Party's general assignment for the benefit of creditors or consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its properties; (vi) a Party is adjudicated insolvent or is liquidated; (vii) a court or other governmental authority of competent jurisdiction shall enter an order appointing a custodian, receiver or trustee, or an officer with similar powers, with respect to a Party or any substantial part of any of its properties; or an order for relief shall be entered in any case or proceeding for liquidation or reorganization, or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, relative to that Party or ordering the dissolution, winding-up or liquidation of the Party; or a petition for such relief is filed against a Party and not dismissed or stayed within sixty (60) calendar days; (viii) All of the conditions set forth in Section 7(a) hereof have not been met within one year following the Purchaser's notice of acceptance of Sellers configuration and pricing proposal as described in Section 2 hereof; or (ix) a Party's representation made hereunder is not correct and true when made, and such failure has a material adverse effect on the other Party. (b) Upon the occurrence of an Event of Default the non-defaulting Party shall have the right to terminate this Agreement upon written notice of such termination to the defaulting Party, and shall, irrespective of its exercise of such election to terminate, have any other remedies that may be available to it at law or in equity, subject only to the provisions of Section 13 hereof.insolvent,

Events of Default and Termination. (a) The occurrence of any 1. Each of the following events shall constitute an "Event of Default" hereunder:: Reference # FlyMex Page 2 of 4 (i) a Party's failure a. Failure on the part of the Charterer to make pay any payment required Total Rotation Price and any other amount payable by this Agreement the Charterer hereunder within five (5) business days Business Days after receipt such payment has not been made when due and payable; b. Failure by the Carrier to operate a flight hereunder or to comply with either Section 12 or 13 of this Agreement, and such failure is not remedied within twenty-four (24) hours after receiving written notice from the other Party that a payment which is due has not been receivedCharterer of such failure; (ii) a Party's failure c. Either party failing to perform or observe and perform any other material obligation under covenant, condition or provision of this Agreement and continuance such failure is not remedied within seven calendar days after receiving notice from the non- defaulting party of such failure for to perform; d. Either party voluntarily suspending all or substantially all of its business operations; e. Either party instituting proceedings to be adjudicated a period bankrupt or insolvent, to be wound-up, consenting to the institution of bankruptcy, insolvency, liquidation, debt protection or winding-up proceedings against either party, filing a petition, answer or consent seeking dissolution or winding-up under any bankruptcy, insolvency or analogous laws, or if any such proceedings are commenced in respect of either party and are not being contested in good faith (and with the result of such contestation being to suspend any adverse effect of such proceeding on the rights of the other party hereunder)within five (5) calendar days after receipt of written notice specifying the nature of such default and demanding that it be remedied, party becomes aware thereof or if by reason of the nature of such default the same cannot be remedied within such five (5) day period, failure of the defaulting Party to proceed promptly to institute corrective action to cure the same and thereafter prosecute the curing of such default with diligence; (iii) termination of the Lease; (iv) a Party's filing, or consent by answer or otherwise either party consents to the filing against a Party of, a of any such petition for relief, reorganization, or arrangement or any other petition in bankruptcy, for liquidation or to take advantage the appointment of any bankruptcy a receiver over its business and assets generally or insolvency law of any jurisdiction; (v) makes a Party's general assignment for the benefit of creditors or consent to the appointment of a custodiancreditors; f. If an encumbrancer, receiversecured party, trustee receiver (or other officer with similar powers of itself representative) or sheriff (or other similar officer) seizes or takes possession of any substantial part material assets of its propertieseither party; (vi) a Party is adjudicated insolvent g. The suspension of payments by either party, the failure to pay its debts generally or is liquidated; (vii) a court or other governmental authority of competent jurisdiction shall enter an order appointing a custodian, receiver or trustee, or an officer with similar powers, with respect admitting in writing its inability to a Party or any substantial part of any of pay its properties; or an order for relief shall be entered in any case or proceeding for liquidation or reorganization, or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, relative to that Party or ordering the dissolution, winding-up or liquidation of the Party; or a petition for such relief is filed against a Party and not dismissed or stayed within sixty (60) calendar days; (viii) All of the conditions set forth in Section 7(a) hereof have not been met within one year following the Purchaser's notice of acceptance of Sellers configuration and pricing proposal debts generally as described in Section 2 hereofthey become due; or (ix) a Party's representation made hereunder is not correct and true when madeh. The cancellation or termination of any license, and such consent, permit or authorization, or the failure has a material adverse effect on to renew the other Partyforegoing, required in connection with the performance of either party’s obligations under this Agreement. (b) 2. Upon the occurrence of an Event of Default Default, the non-defaulting Party party shall have the cumulative right, in addition to any other right to terminate under this Agreement and by law, to: a. Enforce this Agreement and be indemnified in accordance with Section 16.1 hereof; or b. Terminate this Agreement without liability to the non-defaulting party, upon written simple notice without any further formalities, whereupon all rights of such termination the defaulting party under this Agreement shall cease, the non-defaulting party being entitled, without limitation to i. All amounts due and owing to the non-defaulting party hereunder; ii. The costs and expenses incurred by the non-defaulting party in connection with the exercise of its powers and remedies under this Agreement; iii. Any direct damages incurred by the non-defaulting party in connection with an Event of Default; iv. Set-off any amount due by the non-defaulting party with any sum owed to the defaulting Party, and shall, irrespective of its exercise of such election to terminate, have any other remedies that may be available to it at law or in equity, subject only to the provisions of Section 13 hereofparty.

Events of Default and Termination. (a1) The occurrence of any of the following events shall constitute be deemed an "event of default under Earn In Agreement (hereinafter referred to collectively as “Events of Default” and an “Event of Default" hereunder: ” shall be construed accordingly) on the part of the Party who is in default (ihereinafter referred to as “Defaulting Party” whereas the other Party hereto shall be referred to as “Non-defaulting Party”): ⮚ the Defaulting Party breaches any material terms or stipulations of Earn In Agreement or fails to observe its obligations hereunder which is not capable of rectification, or if capable of rectification is not so remedied within Thirty (30) a Party's failure to make any payment required Days (or such shorter timeframe as may be prescribed by this Agreement within five (5the Relevant Authorities) business days after receipt of a written notice from the other Non-defaulting Party that a payment requiring such remedy or rectification; ⮚ any material representation or warranty made by the Defaulting Party under Earn In Agreement shall prove to have been incorrect or misleading and which is due has not been received; capable of rectification, or if capable of rectification is not so remedied within Thirty (ii30) a Party's failure to observe and perform any other material obligation under this Agreement and continuance of Days (or such failure for a period of five (5shorter timeframe as may be prescribed by the Relevant Authorities) days after receipt of a written notice specifying from the nature of such default and demanding that it be remedied, or if by reason of the nature of such default the same cannot be remedied within such five (5) day period, failure of the Non-defaulting Party requiring such remedy or rectification; ⮚ the Defaulting Party shall fail to proceed promptly to institute corrective action to cure the same and thereafter prosecute the curing of such default observe or comply with diligence; (iii) termination of the Lease; (iv) a Party's filingany term, condition, direction, requirement, regulation, guideline or consent by answer or otherwise legislation applicable in relation to the filing against a Party ofMining Leases and/or the Sokor South Area and on its part to be observed; ⮚ the Exclusive Mining Agreement and/or the Mining Leases shall be terminated or revoked or not renewed by the Relevant Authorities for any reasons whatsoever (which, unless it is due to the act or omission of Novaworth, shall be deemed as an Event of Default on the part of SPM); ⮚ any step is taken or a petition for relief, reorganization, or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (v) a Party's general assignment for the benefit of creditors or consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its properties; (vi) a Party is adjudicated insolvent or is liquidated; (vii) a court or other governmental authority of competent jurisdiction shall enter an order appointing a custodian, receiver or trustee, or an officer with similar powers, with respect to a Party or any substantial part of any of its properties; be presented or an order is made or a resolution is passed for relief shall be entered in any case or proceeding for liquidation or reorganization, or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, relative to that Party or ordering the dissolution, winding-up or liquidation dissolution of the Defaulting Party; ⮚ the Defaulting Party shall become insolvent or compound with or make arrangements with its creditors or go into liquidation whether voluntarily (save for the purposes of permitted amalgamation or reconstruction) or compulsorily; ⮚ a Receiver or Manager and/or special administrator shall be appointed whether pursuant to any charge or debenture whatsoever over the undertakings or properties or assets or any part thereof of the Defaulting Party; or a petition for such relief ⮚ the Defaulting Party is filed against a Party and not dismissed or stayed unable to pay its debts within sixty (60) calendar days; (viii) All the meaning of Section 466 of the conditions set forth in Section 7(a) hereof have not been met within one year following the Purchaser's notice Companies Act 2016 or any statutory modification or re-enactment thereof or stops, suspends or threatens suspension of acceptance of Sellers configuration and pricing proposal as described in Section 2 hereof; or (ix) a Party's representation made hereunder is not correct and true when made, and such failure has a material adverse effect on the other Partypayment thereof. (b) Upon the occurrence of an Event of Default the non-defaulting Party shall have the right to terminate this Agreement upon written notice of such termination to the defaulting Party, and shall, irrespective of its exercise of such election to terminate, have any other remedies that may be available to it at law or in equity, subject only to the provisions of Section 13 hereof.

Events of Default and Termination. (a) The occurrence of any Each of the following events shall constitute an "Event of Default" hereunder: (i) a Party's failure Default - if the Employer fails to make pay the Contractor any payment required amount which becomes payable by it pursuant to this Agreement on the Due Date; and/or if the Employer commits a breach of the Building Loan; and/or if either of the Parties commits a breach of this Agreement and/or the Agreement of Sale; and/or if either of the Parties commits an act of insolvency, as contemplated in the Insolvency Act No. 24 of 1936, as amended; and/or if either of the Parties’ shareholder(s) and/or director(s) proposes or passes a resolution for its liquidation or winding-up or to file for business rescue; and/or if either Party has an order granted against or in respect of it, in terms of which that Party is sought to be provisionally or finally wound up, liquidated, dissolved, sequestrated, placed under business rescue or has any equivalent application or proceedings brought against it in terms of any equivalent applicable legislation; and/or if the Contractor, without cause, wholly or partially suspends the Works prior to the issuing of a Occupancy Certificate; and/or if the Contractor fails and/or refuses to execute the Works in accordance with industry norms. If any Party commits an Event of Default or any other breach of the provisions of this Agreement and fails to remedy such Event of Default and/or breach within five 7 (5seven) business days after receipt of a written notice from the other Party that a payment which is due has not been received; (ii) a Party's failure to observe and perform any other material obligation under this Agreement and continuance of such failure for a period of five (5) days after receipt of written notice specifying the nature of such default and demanding that it be remedied, or if by reason of the nature of such default the same cannot be remedied within such five (5) day period, failure of calling upon the defaulting Party to proceed promptly remedy such Event of Default and/or breach, then the innocent Party shall be entitled, without prejudice to institute corrective action any other rights which it may have in terms of this Agreement and/or at law to: immediately cease to cure perform any further Works in so far as such Works are not complete, pending rectification of the same Event of Default and/or breach by the Employer; or immediately cease to make any further payments to the Contractor in respect of the Works, pending rectification of the Event of Default and/or breach by the Contractor; or cancel this Agreement and thereafter prosecute the curing claim such damages as it may have sustained as a result of such default Event of Default and/or breach from the defaulting Party; or claim immediate performance by the defaulting Party of all its obligations in terms of this Agreement whether or not the Due Date for performance shall otherwise have arrived, together with diligence; (iii) termination all such damages as it may have sustained as a result of such Event of Default and/or breach. If the Works are suspended as contemplated in clause 16.2.1 above, the Parties agree that: the Employer shall bear all risk in and to the Works completed as at that date, as well as in respect of all building material on the Property; the Employer shall be liable for any escalation in the Contract Sum caused as a result of the Lease; (iv) a Party's filingsuspension of the Works, or consent such escalation to be determined by answer or otherwise the Architect, who shall act as an expert in this regard and whose decision shall be final and binding on the Parties, and the Employer shall be obliged to make payment in cash to the filing against Contractor of the full amount with which the Contract Sum has escalated within 5 (five) Business Days of receiving the Architect’s determination in this regard from the Contractor. The Contractor shall also be obliged to provide the Attorneys with a Party ofcopy of the Architect’s determination in respect of the additional amount due and payable by the Employer as foreseen herein; and the estimated Completion Date as referred to in clause D of the Information Schedule, shall be extended by a petition for relief, reorganization, or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (v) a Party's general assignment for the benefit of creditors or consent period equal to the appointment number of a custodian, receiver, trustee days between the date of the Event of Default and the date of rectification thereof as certified by the Architect. If in any legal proceedings or other officer with similar powers of itself or of any substantial part arbitration relating to the enforcement by either Party of its properties; (vi) a Party is adjudicated insolvent or is liquidated; (vii) rights in terms of this Agreement, a court or other governmental authority arbitrator awards costs to the innocent Party, such costs shall be determined and recoverable on the scale as between attorney and own client and shall include collection charges, costs incurred by the innocent Party in endeavouring to enforce such rights prior to the institution of competent jurisdiction shall enter an order appointing a custodian, receiver legal proceedings and costs incurred in connection with the satisfaction or trustee, or an officer with similar powers, with respect to a Party or any substantial part enforcement of any of its properties; award or an order for relief shall be entered judgment in any case or proceeding for liquidation or reorganization, or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, relative to that Party or ordering the dissolution, winding-up or liquidation favour of the Party; innocent Party in relation to its rights in terms of or a petition for such relief is filed against a Party and not dismissed or stayed within sixty (60) calendar days; (viii) All arising out of the conditions set forth in Section 7(a) hereof have not been met within one year following the Purchaser's notice of acceptance of Sellers configuration and pricing proposal as described in Section 2 hereof; or (ix) a Party's representation made hereunder is not correct and true when made, and such failure has a material adverse effect on the other Partythis Agreement. (b) Upon the occurrence of an Event of Default the non-defaulting Party shall have the right to terminate this Agreement upon written notice of such termination to the defaulting Party, and shall, irrespective of its exercise of such election to terminate, have any other remedies that may be available to it at law or in equity, subject only to the provisions of Section 13 hereof.