DISSOLUTION, ADMINISTRATION, EXAMINERSHIP OR REORGANISATION (BY WAY
OF VOLUNTARY ARRANGEMENT, SCHEME OF ARRANGEMENT OR OTHERWISE) OF THE SUPPLIER OR
THE BUYER;
(II)
A COMPOSITION, ASSIGNMENT OR ARRANGEMENT WITH THE CREDITORS AS A
WHOLE OF EITHER THE SUPPLIER OR THE BUYER;
(III)
THE APPOINTMENT OF A LIQUIDATOR, RECEIVER, ADMINISTRATOR,
ADMINISTRATIVE RECEIVER, EXAMINER, COMPULSORY MANAGER OR OTHER SIMILAR OFFICER
IN RESPECT OF THE SUPPLIER OR THE BUYER OR ANY ITS ASSETS; OR
(IV)
ENFORCEMENT OF ANY ENCUMBRANCE OVER ANY OF THE SUPPLIER OR THE
BUYER ASSETS,
OR ANY ANALOGOUS PROCEDURE OR STEP IS TAKEN IN ANY JURISDICTION.
(F)
MATERIAL ADVERSE CHANGE - THE OCCURRENCE
OF A MATERIAL ADVERSE CHANGE.
9.2
IF A TERMINATION EVENT OCCURS AND IS CONTINUING UNREMEDIED OR UNWAIVED
FOR 30 DAYS THE BANK MAY, BY NOTICE TO THE SUPPLIER, TERMINATE THE OPERATION OF
CLAUSE 2 (THE FACILITY) OR SUSPEND THE OPERATION OF THAT CLAUSE FOR SUCH PERIOD
AS THE BANK MAY SPECIFY; PROVIDED THAT FOR THE AVOIDANCE OF DOUBT THE BANK SHALL
BE OBLIGED TO ACQUIRE ALL ACCOUNT RECEIVABLE WITH A PURCHASE DATE PRIOR TO THE
RECEIPT OF SUCH NOTICE BY THE SUPPLIER.
10
GENERAL
10.1
ANY AMOUNTS WHICH BUT FOR THIS CLAUSE 10.1 WOULD FALL DUE FOR PAYMENT
BY THE BANK OR THE SUPPLIER ON A DAY OTHER THAN A BUSINESS DAY SHALL BE PAYABLE
ON THE SUCCEEDING BUSINESS DAY AND THE PURCHASE PRICE (OR AS THE CASE MAY BE,
THE AMOUNT PAYABLE BY THE SUPPLIER) SHALL, WHERE NECESSARY, BE ADJUSTED
ACCORDINGLY.
10.2
THE SUPPLIER AGREES AND ACKNOWLEDGES THAT IT HAS TAKEN INDEPENDENT
LEGAL AND ACCOUNTING ADVICE IN RELATION TO THE ACCOUNTING TREATMENT TO BE
APPLIED TO THE TRANSACTIONS CONTEMPLATED HEREIN AND THE PURCHASE PACK.
IT IS
AGREED THAT THE SUPPLIER HAS NOT RELIED ON ANY REPRESENTATION OF THE BANK IN
THIS REGARD.
10.3
THE BANK SHALL BE ENTITLED TO RELY ON ANY COMMUNICATION SENT BY THE
SUPPLIER
IRRESPECTIVE OF ANY ERROR OR FRAUD CONTAINED IN THE COMMUNICATION OR
THE IDENTITY OF THE INDIVIDUAL WHO SENT THE COMMUNICATION, AND SHALL NOT BE
LIABLE FOR ANY ACTION TAKEN OR OMITTED IN RELIANCE ON ANY NOTICE, DIRECTION,
CONSENT, CERTIFICATE, AFFIDAVIT, STATEMENT, DESIGNATION OR OTHER PAPER OR
DOCUMENT REASONABLY BELIEVED BY IT TO BE GENUINE AND TO HAVE BEEN DULY AND
PROPERLY SIGNED AND PRESENTED TO IT BY THE SUPPLIER.
10.4
IN NO EVENT SHALL THE BANK BE LIABLE FOR ANY LOSS OF PROFITS, BUSINESS,
DATA OR INFORMATION OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT OR OTHERWISE, EVEN
IF INFORMED OF THE POSSIBILITY OF THOSE LOSSES OR DAMAGES.
THE BANK SHALL NOT
BE LIABLE FOR ANY LOSSES ARISING OUT OF OR RELATING TO ANY OF ITS ACTIONS OR
OMISSIONS TO ACT HEREUNDER, EXCEPT TO THE EXTENT THAT ANY SUCH LOSSES ARE CAUSED
BY THE BANK'S WILFUL MISCONDUCT, FRAUD OR GROSS NEGLIGENCE.
10.5
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS (INCLUDING
BY FACSIMILE TRANSMISSION) AND ALL OF SUCH COUNTERPARTS TAKEN TOGETHER SHALL BE
DEEMED TO CONSTITUTE ONE AND THE SAME