7.3 Distributor's Indemnity
The Distributor will indemnify the Supplier against any loss, liability, cost or expense which may incur in connection with Distributor’s breach of this clause 7.
8. ASSIGNMENT
The Supplier may assign its rights or obligations under this Agreement without the prior written consent of the Distributor. The Distributor may not assign its rights or obligations under this Agreement without the prior written consent of the Supplier.
9. TERMINATION
9.1 Termination Events
This Agreement may be terminated at any time, by written notice of either Party (“the Terminating Party”), if:
- the other commits a material breach, or series of breaches resulting in a material breach, of the Agreement and such breach is not remedied within ten (10) Business Days of written notice to do so;
- the other repeatedly breaches the terms of this Agreement in such a manner to reasonably justify the opinion of the Terminating Party that its conduct actions are inconsistent with it having the intention or ability to comply with the terms of this Agreement;
- the other passes a resolution for winding-up or for the appointment of an administrator, or a liquidator or administrator is appointed in relation to the other, or a winding-up order is made in relation to the other;
- a receiver or administrative receiver is appointed in relation to the other or any of its assets;
- the other compounds with, or makes an application to court for protection from, its creditors generally;
- the other takes or suffers any similar action in any jurisdiction;
- the other is subject to an event of force majeure under Terms of Sale.
7.3 Distributor's IndemnityThe Distributor will indemnify the Supplier against any loss, liability, cost or expense which may incur in connection with Distributor’s breach of this clause 7.8. ASSIGNMENTThe Supplier may assign its rights or obligations under this Agreement without the prior written consent of the Distributor. The Distributor may not assign its rights or obligations under this Agreement without the prior written consent of the Supplier.9. TERMINATION9.1 Termination EventsThis Agreement may be terminated at any time, by written notice of either Party (“the Terminating Party”), if:- the other commits a material breach, or series of breaches resulting in a material breach, of the Agreement and such breach is not remedied within ten (10) Business Days of written notice to do so;- the other repeatedly breaches the terms of this Agreement in such a manner to reasonably justify the opinion of the Terminating Party that its conduct actions are inconsistent with it having the intention or ability to comply with the terms of this Agreement;- the other passes a resolution for winding-up or for the appointment of an administrator, or a liquidator or administrator is appointed in relation to the other, or a winding-up order is made in relation to the other;- a receiver or administrative receiver is appointed in relation to the other or any of its assets;- the other compounds with, or makes an application to court for protection from, its creditors generally;- the other takes or suffers any similar action in any jurisdiction;- the other is subject to an event of force majeure under Terms of Sale.
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