Clause 1: Term and General Provision
1.1 Term
(a) Subject to the terms of this Agreement, the Term of this Agreement shall commence on DD.MM.YY and end on DD.MM.YY.
(b) The party shall give a written notice to the other party of its intention to terminate this Agreement sixty (60) days prior to the expiration of this Agreement. If not, the term of this Agreement shall be extended for an additional period of one (1) year.
1.2 Owner’ s Right of Termination
The Owner may at any time, in its absolute discretion terminate this Agreement upon ninety (90) days’ prior written notice to the Operator if:
(a) the Operator fails to perform any of its obligations under this Agreement and the Operator does not cure such failure within thirty (30) days after receiving notice from the Owner or within such a period as otherwise approved by the Owner; or, if not reasonably curable within such time period, within such period of time as is reasonably necessary for such cure so long as the Operator diligently commences and continues to pursue such cure; or
(b) any of the warranties of the Operator specified in Clause 7 (General Representations and Warranties) are materially untrue or would be materially untrue and the Operator does not cure such breach of warranty within thirty (30) days of an order is made or an effective resolution is passed for the winding up of the Operator or a liquidator or receiver is appointed over the assets of the Operator or such breach; or
(c) and order is made or an effective resolution is passed for the winding up of the Operator or a liquidator or receiver is appointed over the assets of the Operator or the Operator is filed in a bankruptcy or rehabilitation proceeding.
1.3 Operators Right of Termination
The Operator may at any time, in its absolute discretion, terminate this Agreement upon ninety (90) days prior written notice to the Owner if:
(a) the Owner fails to perform any of its obligations under this Agreement (other than a payment obligation), and the Owner does not cure such failure within thirty (30) days after notice from the Operator of such failure, or, if not reasonably curable within such time period, within such period of time as is reasonably necessary for such cure so long as the Owner diligently commences and continues to pursue such cure, after receiving notice; or
(b) the Owner fails to make any payment under this Agreement within thirty (30) days after the date such payment is due under the terms of this Agreement; or
(c) any of warranties of the Owner as specified in Clause 7 (General Representations and Warranties) are materially untrue or would be materially untrue and the Owner does not cure such breach of warranty within thirty (30) days after receiving notice from the Operator of such breach; or
(d) an order is made or an effective resolution is passed for the winding up of the Owner or a liquidator or receiver is appointed over the assets of the Owner.
1.4 Termination by Agreement
This Agreement may also be terminated with the written consent of both parties hereto.
1.5 Transition upon Termination
After receipt of notice of termination and until the effective date of termination, the Operator shall continue to operate the Facility at least 180 days in accordance with the terms of this Agreement. The Operator shall also co-operate with the Owner in the planning and implementation of the transition of the Facility to the successor operator.
1.6 Removal of Operator upon Termination
Upon the effective date of termination, the Operator shall remove itself, its employees, subcontractors, equipment and other property from the Facility without causing any damages to the Facility or any part thereof and without causing any avoidable interruption to the operation of the Facility.
1.7 Consequences of Termination
Subject to provision of Clause 14 (Liabilities of the Parties), neither party shall be liable to the other party for any loss of profit or any indirect or consequential losses and/or expenses resulting from the termination of this Agreement, howsoever arising, provided
that, upon termination, the Owner shall pay to the Operator any fees and expenses properly due in respect of the Services performed by the Operator up to the effective date of such termination and provided further that if this Agreement is terminated for any reason other than as specified in Clause 1.2 (a), (b), or (c), the Owner shall also pay to the Operator on the effective date of such termination the Operator’ s reasonable costs of demobilization and any breakage or termination costs with respect to any agreement to which the Operator is a party or subject provided always that such agreement was required to be entered into by this Agreement.
1.8 Survival upon Termination
The Termination of this Agreement shall not prejudice or affect or remedies of the parties to this Agreement, which have already accrued.
1.9 Performance in Good Faith
Without limiting any othe