Common use of Termination Without Default Clause in Contracts

Termination Without Default. Buyer may, at any time, for any reason or no reason, for its sole convenience and at its sole discretion, upon notice in writing, terminate this purchase order in whole or in part, even though Seller is not then in default. Such notice shall state the extent and effective date of termination and upon the mailing or delivery thereof to Seller, Seller will, (i) in accordance with the direction set forth in such notice, terminate work hereunder and under any orders and/or subcontracts outstanding hereunder, and place no further orders or subcontracts hereunder; (ii) take all steps necessary to protect materials and/or property in Seller’s possession in which Buyer has or may acquire an interest; and (iii) take all reasonable steps to minimize any costs, expenses and damages resulting from the termination. Upon such termination, Buyer’s obligations to Seller shall be limited to payment for (i) conforming materials completed prior to the date of termination, in accordance with the terms and requirements hereof, and not previously paid for; (ii) the actual costs incurred by Seller which are properly allocable under recognized commercial accounting practices to the terminated portion of this purchase order (but excluding any charge for interest or materials which may be diverted to other orders); provided, however, that the total payments which Buyer is obligated to make upon such a termination shall not exceed the purchase order price of the materials to which such termination applies. Buyer shall have no other obligations or liability of any kind to Seller as a result of such a termination. Termination by Buyer hereunder shall be without prejudice to any claims which Buyer may have against Seller. Within 30 days after receipt of a termination notice, Seller shall submit (in writing) its claim for amounts due to Seller. Buyer reserves the right to verify the claim by auditing all relevant records. Seller shall not be paid for any work performed after the date of termination, nor for any costs incurred by Seller’s suppliers or subcontractors after such date. Seller shall transfer title and deliver to Buyer, if so requested by Buyer, all undelivered goods, work in process or raw materials paid for by Buyer as provided above. Seller may not terminate this purchase order.

Termination Without Default. Buyer may, at any time, for any reason or no reason, for its sole convenience and at its sole discretion, upon notice in writing, terminate this purchase order in whole or in part, even though Seller is not then in default. Such notice shall state the extent and effective date of termination and upon the mailing or delivery thereof to Seller, Seller will, (i) in accordance with the direction set forth in such notice, terminate work hereunder and under any orders and/or subcontracts outstanding hereunder, and place no further orders or subcontracts hereunder; (ii) take all steps necessary to protect materials and/or property in Seller’s possession in which Buyer has or may acquire an interest; and (iii) take all reasonable steps to minimize any costs, expenses and damages resulting from the termination. Upon such termination, Buyer’s obligations to Seller shall be limited to payment for (i) conforming materials completed prior to the date of termination, in accordance with the terms and requirements hereof, and not previously paid for; (ii) the actual costs incurred by Seller which are properly allocable under recognized commercial accounting practices to the terminated portion of this purchase order (but excluding any charge for interest or materials which may be diverted to other orders); provided, however, that the total payments which Buyer is obligated to make upon such a termination shall not exceed the purchase order price of the materials to which such termination applies. Buyer shall have no other obligations or liability of any kind to Seller as a result of such a termination. Termination by Buyer hereunder shall be without prejudice to any claims which Buyer Xxxxx may have against Seller. Within 30 days after receipt of a termination notice, Seller shall submit (in writing) its claim for amounts due to Seller. Buyer reserves the right to verify the claim by auditing all relevant records. Seller shall not be paid for any work performed after the date of termination, nor for any costs incurred by Seller’s suppliers or subcontractors after such date. Seller shall transfer title and deliver to Buyer, if so requested by BuyerXxxxx, all undelivered goods, work in process or raw materials paid for by Buyer as provided above. Seller may not terminate this purchase order.

Termination Without Default. Buyer may, ‌ The Client has the right to terminate the Agreement by giving the Company at any time, for any reason or no reason, for its sole convenience and at its sole discretion, upon notice in writing, terminate this purchase order in whole or in part, even though Seller is not then in default. Such notice shall state the extent and effective date of termination and upon the mailing or delivery thereof to Seller, Seller will, least thirty (i30) in accordance with the direction set forth in such days written notice, terminate work hereunder and under any orders and/or subcontracts outstanding hereunder, and place no further orders or subcontracts hereunder; (ii) take all steps necessary to protect materials and/or property in Seller’s possession in which Buyer has or may acquire an interest; and (iii) take all reasonable steps to minimize any costs, expenses and damages resulting from the termination. Upon such termination, Buyer’s obligations to Seller shall be limited to payment for (i) conforming materials completed prior to specifying the date of termination, on the condition that in the case of such termination, all Client’s open positions shall be closed. The Company may terminate the Agreement by giving the Client a five (5) days written notice, specifying the date of termination therein. The Company may terminate the Agreement immediately without prior notice to the Client in the following cases: • Upon terminating this Agreement all amounts payable by the Client will become immediately due and payable including but without limitation all outstanding fees, charges and costs, any dealing expenses incurred by terminating this Agreement, and any losses and expenses realised in closing out any Transactions or settling or concluding outstanding obligations incurred by the Company on your behalf. • In the absence of any specific instructions from you as to the close out of your open positions, the Company shall proceed to close out all your open positions at our Prices that exist as at the end of the aforesaid 5 (five) days period, in accordance with the terms and requirements hereofprovisions of the Company’s Order Execution. The Company shall return any remaining funds which you may have, and not previously paid for; (ii) to an account in your name being the actual costs incurred by Seller account from which are properly allocable under recognized commercial accounting practices the funds were remitted to the terminated portion of this purchase order (but excluding any charge for interest or materials which may be diverted to other orders); provided, however, that the total payments which Buyer is obligated to make upon such a termination shall not exceed the purchase order price of the materials to which such termination appliesCompany. Buyer shall have no other obligations or liability of any kind to Seller as a result of such a termination. Termination by Buyer hereunder shall be without prejudice to any claims which Buyer may have against Seller. Within 30 days after receipt of a termination notice, Seller shall submit (in writing) its claim for amounts due to Seller. Buyer reserves The client has the right to verify terminate the claim Agreement by auditing all relevant records. Seller shall not be paid for any work performed after giving the Company at least five (5) business days written notice, specifying the date of termination, nor on the condition that in the case of such termination, all the client’s open positions shall be closed. The first day of the notice shall be deemed to be the date that such notice has been received by the Company. The Company may terminate the agreement by giving the Client five (5) days written notice, specifying the date of termination therein. The Company may terminate the agreement immediately without giving any notice in the following cases: • Breach of any part of the agreement by the client; • Where we have reasonable grounds to believe that you have not acted in good faith including, but not limited to where we determine that you have, willingly or not, abused our ‘Negative Balance Protection’ rule. This includes, but it is not limited to you hedging your exposure using multiple trading accounts, whether under the same profile or in connection with another client; • Death or incapacity of the client (in the event of death, any funds available in your account(s) shall form part of your estate); • Issuance of an application, order, resolution or other announcement in relation to bankruptcy or winding up procedures involving the client; • Breach of any applicable law by the client, including but not limited to any applicable anti- money laundering laws; • Termination is required by any competent regulatory authority or body; • The client involves the Company directly or indirectly in any type of fraud; • An Event of Default as defined in 39 this Agreement occurs; • Where the client acted contrary to our ‘Order Execution Policy’ or any other of our policies and procedures; • Accounts being inactive for a period of a year. The termination of the agreement shall not in any costs case affect the rights which have arisen, existing commitments or any contractual provision which was intended to remain in force after the termination and in the case of termination, the client shall pay: • Any pending fee of the Company and any other amount payable to the Company; • Any charge and additional expenses incurred or to be incurred by Seller’s suppliers the Company as a result of the termination of the agreement; Any damages which arose during the arrangement or subcontractors after settlement of pending obligations. If upon termination of the Agreement, we need to transfer any amount available in your account(s) to you, such date. Seller shall transfer title and deliver to Buyer, if so requested by Buyer, all undelivered goods, work in process or raw materials paid for by Buyer as provided above. Seller may not terminate this purchase orderwill be net of any outstanding amount due.

Termination Without Default. Buyer may, The Client has the right to terminate the Agreement by giving the Company at any time, for any reason or no reason, for its sole convenience and at its sole discretion, upon notice in writing, terminate this purchase order in whole or in part, even though Seller is not then in default. Such notice shall state the extent and effective date of termination and upon the mailing or delivery thereof to Seller, Seller will, least thirty (i30) in accordance with the direction set forth in such days written notice, terminate work hereunder and under any orders and/or subcontracts outstanding hereunder, and place no further orders or subcontracts hereunder; (ii) take all steps necessary to protect materials and/or property in Seller’s possession in which Buyer has or may acquire an interest; and (iii) take all reasonable steps to minimize any costs, expenses and damages resulting from the termination. Upon such termination, Buyer’s obligations to Seller shall be limited to payment for (i) conforming materials completed prior to specifying the date of termination, on the condition that in the case of such termination, all Client’s open positions shall be closed. The Company may terminate the Agreement by giving the Client a five (5) days written notice, specifying the date of termination therein. The Company may terminate the Agreement immediately without prior notice to the Client in the following cases: • Upon terminating this Agreement all amounts payable by the Client will become immediately due and payable including but without limitation all outstanding fees, charges and costs, any dealing expenses incurred by terminating this Agreement, and any losses and expenses realised in closing out any Transactions or settling or concluding outstanding obligations incurred by the Company on your behalf. • In the absence of any specific instructions from you as to the close out of your open positions, the Company shall proceed to close out all your open positions at our Prices that exist as at the end of the aforesaid 5 (five) days period, in accordance with the terms and requirements hereofprovisions of the Company’s Order Execution. The Company shall return any remaining funds which you may have, and not previously paid for; (ii) to an account in your name being the actual costs incurred by Seller account from which are properly allocable under recognized commercial accounting practices the funds were remitted to the terminated portion of this purchase order (but excluding any charge for interest or materials which may be diverted to other orders); provided, however, that the total payments which Buyer is obligated to make upon such a termination shall not exceed the purchase order price of the materials to which such termination appliesCompany. Buyer shall have no other obligations or liability of any kind to Seller as a result of such a termination. Termination by Buyer hereunder shall be without prejudice to any claims which Buyer may have against Seller. Within 30 days after receipt of a termination notice, Seller shall submit (in writing) its claim for amounts due to Seller. Buyer reserves The client has the right to verify terminate the claim Agreement by auditing all relevant records. Seller shall not be paid for any work performed after giving the Company at least five (5) business days written notice, specifying the date of termination, nor on the condition that in the case of such termination, all the client’s open positions shall be closed. The first day of the notice shall be deemed to be the date that such notice has been received by the Company. The Company may terminate the agreement by giving the Client five (5) days written notice, specifying the date of termination therein. The Company may terminate the agreement immediately without giving any notice in the following cases: • Breach of any part of the agreement by the client; • Where we have reasonable grounds to believe that you have not acted in good faith including, but not limited to where we determine that you have, willingly or not, abused our ‘Negative Balance Protection’ rule. This includes, but it is not limited to you hedging your exposure using multiple trading accounts, whether under the same profile or in connection with another client; • Death or incapacity of the client (in the event of death, any funds available in your account(s) shall form part of your estate); • Issuance of an application, order, resolution or other announcement in relation to bankruptcy or winding up procedures involving the client; • Breach of any applicable law by the client, including but not limited to any applicable anti- money laundering laws; • Termination is required by any competent regulatory authority or body; • The client involves the Company directly or indirectly in any type of fraud; • An Event of Default as defined in 39 this Agreement occurs; • Where the client acted contrary to our ‘Order Execution Policy’ or any other of our policies and procedures; • Accounts being inactive for a period of a year. The termination of the agreement shall not in any costs case affect the rights which have arisen, existing commitments or any contractual provision which was intended to remain in force after the termination and in the case of termination, the client shall pay: • Any pending fee of the Company and any other amount payable to the Company; • Any charge and additional expenses incurred or to be incurred by Seller’s suppliers the Company as a result of the termination of the agreement; Any damages which arose during the arrangement or subcontractors after settlement of pending obligations. If upon termination of the Agreement, we need to transfer any amount available in your account(s) to you, such date. Seller shall transfer title and deliver to Buyer, if so requested by Buyer, all undelivered goods, work in process or raw materials paid for by Buyer as provided above. Seller may not terminate this purchase orderwill be net of any outstanding amount due.

Termination Without Default. Buyer may, at any time, for any reason or no reason, for its sole convenience and at its sole discretion, upon notice in writing, terminate this purchase order in whole or in part, even though Seller is not then in default. Such notice shall state the extent and effective date of termination and upon the mailing or delivery thereof to Seller, Seller will, (i) in accordance with the direction set forth in such notice, terminate work won( hereunder and under any orders and/or subcontracts outstanding hereunder, and place no further orders or subcontracts hereunder; (ii) take all steps necessary to protect materials and/or property in Seller’s 's possession in which Buyer has or may acquire an interest; and (iii) take all reasonable steps to minimize any costs, expenses and damages resulting from the termination. Upon such termination, Buyer’s 's obligations to Seller shall be limited to payment for (i) conforming materials completed prior to the date of termination, in accordance with the terms and requirements hereof, and not previously paid for; (ii) the actual costs incurred by Seller which are properly allocable under recognized commercial accounting practices to the terminated portion of this purchase order (but excluding any charge for interest or materials which may be diverted to other orders); provided, however, that the total payments which Buyer is obligated to make upon such a termination shall not exceed the purchase order price of the materials to which such termination applies. Buyer shall have no other obligations or liability of any kind to Seller as a result of such a termination. Termination by Buyer hereunder shall be without prejudice to any claims which Buyer Xxxxx may have against Seller. Within 30 days after receipt of a termination notice, Seller shall submit (in writing) its claim for amounts due to Seller. Buyer reserves the right to verify the claim by auditing all relevant records. Seller shall not be paid for any work performed after the date of termination, nor for any costs incurred by Seller’s 's suppliers or subcontractors after such date. Seller shall transfer title and deliver to Buyer, if so requested by BuyerXxxxx, all undelivered goods, work in process or raw materials paid for by Buyer as provided above. Seller may not terminate this purchase order.