- the Commonwealth is satisfied on reasonable grounds that the terms and conditions of this Agreement have not been complied with by the Participant
- the Commonwealth is satisfied on reasonable grounds that the Participant is unable or unwilling to satisfy the terms of this Agreement
- the Commonwealth, by notice in writing, requests the Participant to take action to meet a timeframe or perform an activity in accordance with this Agreement and, after 10 Business Days from the date of the notice (or such longer period as is specified in the notice), the Participant has failed to take such action
- the Commonwealth is satisfied on reasonable grounds that any statement made by the Participant is incorrect or incomplete in a way which would have affected the original decision to approve the Funds for the Project
- the Commonwealth is not satisfied on reasonable grounds that the purposes and activities of the Participant remain compatible with:
- the Aim of the Project or
- the objectives and outcomes of the Program as specified in Recital B
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- the Commonwealth is satisfied on reasonable grounds that a Report given by the Participant is not complete or accurate
- the Participant:
- becomes bankrupt or insolvent or is wound-up
- makes an assignment of its estate for the benefit of creditors or enters into any arrangement or composition with its creditors or has a receiver, manager or administrator appointed on behalf of debenture holders or creditors or
- goes into liquidation or passes a resolution to go into liquidation or becomes subject to any petition or proceedings in a court for its compulsory winding-up or becomes subject to the supervision of a court either voluntarily or otherwise or
- suffers any execution against its assets having adverse effect on its ability to perform the Agreement or
- anything analogous to, or of a similar effect to anything described above under the Law occurs in respect of the Participant or
- the Participant, by notice in writing given to the Commonwealth, withdraws from this Agreement or
- the Commonwealth considers it appropriate for any other reason
the Commonwealth may, by written notice to the Participant, terminate this Agreement or require the Participant to immediately suspend dealings with the Funds.Top of page
For the avoidance of doubt, the Commonwealth has an unfettered discretion to terminate this Agreement in accordance with clause 18.1(i)
If this Agreement is terminated in accordance with clause 18.1(i)
, the Commonwealth will only be liable for any reasonable costs (excluding, without limitation, loss of prospective income or profits) unavoidably incurred by the Participant, which are directly attributable to the termination. The Commonwealth will not be liable to pay any amount in excess of the amount of Funds remaining unpaid under this Agreement at the date of termination.
On termination of this Agreement, or for the duration of any suspension of dealings with the Funds, the Participant must hold the Funds in utmost good faith for use only in accordance with the directions of the Commonwealth and will cease all other dealings with the Funds.
The Commonwealth may end the suspension of dealings with the Funds by written notice to the Participant, subject to such preconditions (including variations to this Agreement) which the Commonwealth may require.
Subject to clause 18.3
, the Commonwealth will not be obliged to pay any part of the Funds to the Participant after the termination of this Agreement or during any period of suspension of dealings with the Funds.
Except as provided in this clause, the Commonwealth will not come under any liability to the Participant for termination of this Agreement in accordance with clause 18.1
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If a purported termination for cause by the Commonwealth under any of clauses 18.1(a) to (h)
is determined by a competent authority not to be properly a termination for cause, then that termination by the Commonwealth will be deemed to be a termination for convenience under clause 18.1(i)
which termination has effect from the date of the notice of termination referred to in clause 18.1