Suspension and Termination Clause Samples
The Suspension and Termination clause defines the conditions under which one or both parties may temporarily halt or permanently end their obligations under an agreement. Typically, this clause outlines specific events or breaches—such as non-payment, insolvency, or failure to perform—that can trigger suspension or termination, and may detail the required notice periods and procedures to be followed. Its core practical function is to provide a clear framework for ending or pausing the contractual relationship, thereby managing risk and ensuring both parties understand their rights and responsibilities if the agreement cannot continue as planned.
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Suspension and Termination. 10.1 Either party may suspend the performance of its obligations under the Agreement in the event that the other party:
(a) is unable to pay its debts and is becoming insolvent;
(c) ceases or threatens to cease to carry on business in the ordinary course;
(d) breaches a material obligation under the Agreement, which cannot be remedied or otherwise is not remedied within 14 days of the date of written notice of notifying party.
10.2 Versuni may terminate this Agreement for convenience by giving seven days prior written notice to Supplier.
10.3 Upon termination, Supplier shall be entitled to reimbursement of its reasonable and non-recoverable costs incurred directly in relation to providing the Goods/Services prior to termination. Supplier shall aim to minimize such costs. Supplier shall refund Versuni for fees related to the period or termination. Termination shall not affect rights of either party accrued prior to termination.
Suspension and Termination. Schedule 6 shall have effect.
Suspension and Termination. If (a) the coal sold hereunder during a month fails to meet one (1) or more of the Guaranteed Monthly Weighted Average specifications set forth in §6.1 for any two (2) Delivery Months in a six (6) month period, or (b) five (5) barge Shipments in a thirty (30) day period are rejectable by Buyer, or (c) Buyer receives at its generating station(s) two (2) rail Shipments which are rejectable in any thirty (30) day period, then Buyer may upon notice (which need not comply with Section 11) confirmed in writing and sent in accordance with Section 11, suspend future Shipments of coal hereunder, except for coal already loaded into barges and/or railcars at the time notice is given. Seller shall, within ten (10) days of such notice, provide Buyer with reasonable assurances that future Shipments of coal will meet or be of a quality superior to the Guaranteed Monthly Weighted Average specifications set forth in §6.1 and will be of a quality superior to the rejection limits set forth in §6.1. If Seller fails to provide such assurances within said ten (10) day period, Buyer may terminate this Agreement by giving written notice of such termination at the end of the ten (10) day period. If Seller provides such assurances to Buyer’s reasonable satisfaction, shipments hereunder shall resume, and any tonnage deficiencies resulting from suspension may be made up at Buyer’s sole option. Buyer shall not unreasonably withhold its acceptance of Seller’s assurances, or delay the resumption of shipments. If after deliveries resume, Seller’s deliveries fail to meet any of the Guaranteed Monthly Weighted Average specifications for any one (1) Delivery Month within the next six (6) months or if three (3) barge shipments or one (1) rail shipment are rejectable within any one (1) Delivery Month during such six (6) month period, then Buyer may terminate this Agreement and exercise all its other rights and remedies available to it under applicable law and in equity for Seller’s breach. If Buyer refrains from terminating this Agreement as a result of one or more Non-Conforming Shipments of coal as provided herein, Buyer shall not be deemed to have waived its right to terminate this Agreement for any future breach of the Agreement.
Suspension and Termination. (1) Without prejudice to its other rights, Alaris may terminate the Contract or in the event that (i) Customer fails to pay any sums due under the Contract (ii) Customer breaches any terms of the Contract (iii) Customer is unable to pay its debts as they fall due, passes a resolution for winding up (other than for the purposes of a solvent amalgamation or reconstruction) or if a court of competent jurisdiction makes an order to that effect, enter into a receivership or liquidation or otherwise ceases to carry on business or an analogous event occurs to Customer in any jurisdiction (iv) an event pursuant to Section 19.2 or pursuant to Section 20.6 where such event has persisted for more than 14 days.
Suspension and Termination. 9.1 To the extent permitted by law, we may at any time suspend performance of your obligations under this agreement by giving you notice. When you receive a notice of suspension from us you must suspend performance of the relevant obligations until such time as we direct you to resume performance of those obligations by notice in writing. Where the suspension of your obligations by us under this clause is not as a result of:
(a) any default or action by you; or
(b) an event or circumstance which is beyond the control and without the fault or negligence of us and which by the exercise of reasonable diligence we are unable to prevent (excluding any shortage of labour or materials), but is a result of the acts or omissions of us or our personnel, and continues for a cumulative period of 7 days, we will reimburse you within a reasonable time of receipt by us of a detailed breakdown of your claim for the direct, verifiable and reasonable costs incurred by you as a consequence of the suspension.
9.2 A party may immediately terminate this agreement by notice in writing to the other party if the other party:
(a) breaches any term under this agreement and such breach is not able to be remedied;
(b) breaches any term under this agreement and such breach is not remedied within 14 days of notice being given to the party to remedy the breach;
(c) breaches any law relating to the supply of the goods or services;
(d) becomes insolvent; or
(e) is convicted of a criminal offence.
9.3 In addition to any other rights of termination available to us, we may terminate this agreement by giving 14 days’ notice to you, in which case (subject to our other rights under this agreement) we must reimburse you for all verifiable:
(a) work in progress;
(b) goods or services supplied or completed; and
(c) expenses incurred up to the date of the notice of termination, which are incurred in compliance with this agreement, and which cannot be reversed or mitigated by you applying best efforts.
9.4 In addition to clauses 9.2 and 9.3 we may terminate this agreement with immediate effect by notice in writing to you if any information supplied by you relating to the purchase order, your details or any other material fact, is materially incorrect.
9.5 If this agreement is terminated pursuant to clauses 9.2, 9.3 or 9.4, you must cease the supply of the goods or services the subject of the purchase order and you must deliver all goods or services in progress or completed as we may request.
9.6 Unle...
Suspension and Termination. Your use of the Platform and the SFDC Service may be immediately terminated and/or suspended upon notice due to (a) a breach of the terms of this SFDC Service Agreement by You or any User, (b) the termination or expiration of Reseller’s agreement with SFDC pursuant to which Reseller is providing the Platform as part of the Reseller Application to You, and/or (c) a breach by Reseller of its obligations to SFDC with respect to the subscriptions it is providing to You in connection with this SFDC Service Agreement. If You use the Reseller Application in combination with a SFDC Service Org other than the Org provisioned solely for use with the Reseller Application (a “Shared org”) You acknowledge and understand that (i) access to such Org, including the Reseller Application used in connection with such Org, may be suspended due to Your non-payment to SFDC or other breach of Your Agreement with SFDC, and (ii) in the event Your relationship with SFDC is terminated as a result of non-payment or other material breach of Your agreement with SFDC, Your Platform subscriptions would also be terminated. In no case will any such termination or suspension give rise to any liability of SFDC to You for a refund or other compensation.
Suspension and Termination. DISTRICT may, by written notice, direct OCCUPANT to suspend its use of the FACILITY for such period of time as may be determined by DISTRICT to be necessary or desirable. Upon receipt of such termination notice, OCCUPANT shall immediately discontinue use of the FACILITY under this Agreement. Payment for use already completed or in process at the time of the notice of termination is received shall be adjusted between DISTRICT and OCCUPANT in a fair and reasonable manner, but shall exclude any allowance for unperformed use or anticipated profits thereon.
Suspension and Termination. 7.1 At the date of suspension or termination of this Agreement for whatever reason any Certification granted under this Agreement shall immediately cease to be valid.
7.2 Either party may terminate this Agreement by giving 90 days notice in writing to the other.
7.3 BRE Global may immediately suspend any Certification granted or terminate the Agreement due to unsatisfactory performance, unsatisfactory results in meeting requirements of re-examination, unsatisfactory quality system or non- conformance with any part of this Agreement.
7.4 Either party may terminate the Agreement forthwith by notice in writing to the other if the other:
7.4.1 commits a breach of the Agreement which, in the case of a breach capable of remedy, shall not have been remedied within 14 days of the receipt by the other of a notice from the innocent party identifying the breach and requiring its remedy;
7.4.2 is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant party under the Contract) or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrator appointed or ceases for any reason to carry on business or takes or suffers any similar action which in the opinion of the party giving notice means that the other may be unable to pay its debts.
7.5 Once the Agreement has been accepted, the Supplier will be liable for costs incurred and committed until the date of termination.
7.6 Suspension or termination of the Agreement for whatever reason shall not affect the accrued rights of the parties arising in any way out of the Agreement as at the date of suspension or termination and, in particular, but without limitation, the right to recover damages against the other. The provisions of sub-clauses 2.9, 3.4, 6.2, 6.3, 6.4, 6.6, 6.7 and 14 shall survive any termination.
Suspension and Termination. 12.1 Without prejudice to the provisions of Article 10, and without prejudice to the right to claim compensation, IMCD may suspend the fulfilment of its obligations under the Agreement either wholly or in part or terminate the Agreement either wholly or in part out of court by means of a written notification, without any obligation to pay compensation, in the event that (there is a reasonable expectation that):
a) the Purchaser materially fails to fulfil one of its obligations under the Agreement, such as its obligation to pay on time and in full;
b) an attachment is made against the Purchaser;
c) the Purchaser is granted a moratorium;
d) a petition is filed for the Purchaser's bankruptcy, corporate reorganization, corporate rehabilitation, special liquidation or any similar bankruptcy proceeding, or the Purchaser is declared one of these bankruptcy proceedings;
e) the Purchaser makes a payment arrangement with one or more of its creditors;
f) the Purchaser dies, is placed under guardianship or put into administration; or
g) the Purchaser’s business is sold or dissolved. If, in accordance with Article 12.1, IMCD suspends performance of the Agreement, the Purchaser shall, at the request of IMCD, extend the security required in accordance with Article 2.4 of these Terms and Conditions up to the new delivery date.
12.2 If, in accordance with Article 12.1, IMCD terminates the Agreement in whole or in part, IMCD may claim back, as its property, any products delivered but not yet paid for in full, offset against any sums already paid, without prejudice to its right to compensation.
12.3 If one of the situations described in Article 12.1 arises, all amounts owed by the Purchaser to IMCD shall be due and payable in full and immediately, without prior notice of default being required.
12.4 The Purchaser may not suspend compliance with its obligations under or in connection with the Agreement or these Terms and Conditions on whatever grounds.
Suspension and Termination. Should Merchant, at any time, fail to agree or comply with this Addendum, Bank shall have the right to immediately and without prior notice suspend and/or terminate CNP Transactions and/or the Agreement.
