OF THAT WRITTEN DIRECTION, RESUME THE WORK WHICH WAS WHOLLY OR
PARTIALLY SUSPENDED UNDER CLAUSE 41.2(A).
42.
DEFAULT AND TERMINATION
42.1
EVENTS OF DEFAULT
It is an Event of Default if:
(A)
THE CONTRACTOR FAILS TO COMMENCE, OR TO EXPEDITIOUSLY AND
DILIGENTLY PERFORM, THE WORK AS REQUIRED UNDER CLAUSE 18.1 AND DOES NOT CURE
SUCH FAILURE WITHIN 10 BUSINESS DAYS OF RECEIVING WRITTEN NOTICE FROM THE
PRINCIPAL TO DO SO;
(B)
COMPLETION OF A PHASE DOES NOT OCCUR ON OR PRIOR TO THE
RELEVANT PHASE DATE;
(C)
THE CONTRACTOR:
(I)
FAILS TO PROVIDE THE INITIAL SERVICES OR THE CORE SERVICES
OR ANY PART THEREOF; OR
(II)
CEASES OR THREATENS TO CEASE PROVIDING THE INITIAL SERVICES
OR THE CORE SERVICES, OR ANY PART THEREOF,
in accordance with its obligations under this agreement (other than as a result
of a Force Majeure in relation to which some or all of the Contractor's
obligations under this agreement have been suspended, or an Act of Prevention to
the extent that the
155
Contractor has been given relief from compliance with this agreement under
clause 28.2) and does not cure such failure within 10 Business Days of receiving
written notice from the Principal to do so;
(D)
ALL OR ANY PART OF THIS AGREEMENT OR ANY PROJECT DOCUMENT:
(I)
CEASES TO HAVE EFFECT, AS AGAINST THE CONTRACTOR OR KEANE
INC. OTHERWISE THAN IN ACCORDANCE WITH ITS TERMS AS AT THE DATE OF THIS
AGREEMENT; OR
(II)
IS OR BECOMES, AS AGAINST THE CONTRACTOR OR KEANE INC.,
VOID, VOIDABLE, ILLEGAL, INVALID, UNENFORCEABLE OR OF LIMITED FORCE AND EFFECT;
(E)
THE CONTRACTOR DEFAULTS IN THE DUE OBSERVANCE AND
PERFORMANCE OF ANY OF ITS OTHER OBLIGATIONS UNDER ANY PROJECT DOCUMENT AND IF
THE DEFAULT IS CAPABLE OF REMEDIATION THE CONTRACTOR DOES NOT COMMENCE TO REMEDY
SUCH DEFAULT TO THE REASONABLE SATISFACTION OF THE PRINCIPAL WITHIN 10 BUSINESS
DAYS OF RECEIPT OF WRITTEN NOTICE SPECIFYING THE DEFAULT AND DOES NOT COMPLETE
ITS REMEDY OF THE DEFAULT WITHIN SUCH REASONABLE TIME PERIOD AS IS SPECIFIED BY
THE PRINCIPAL IN THAT NOTICE;
(F)
AN EVENT OF INSOLVENCY OCCURS IN RELATION TO THE CONTRACTOR;
(G)
AN EVENT OF INSOLVENCY OCCURS IN RELATION TO A RELATED BODY
CORPORATE OR ONE OF THE CONTRACTOR'S SUBCONTRACTORS WHICH IN THE REASONABLE
OPINION OF THE PRINCIPAL HAS A MATERIAL IMPACT UPON THE PROJECT OR THE
PERFORMANCE BY THE CONTRACTOR OF ITS OBLIGATIONS UNDER THIS AGREEMENT;
(H)
WITHOUT THE CONSENT OF THE PRINCIPAL:
(I)
A CHANGE OCCURS IN THE EQUIPMENT SUPPLIED OR TO BE
SUPPLIED; OR
(II)
A MATERIAL CHANGE OCCURS IN THE SCOPE OR CONDUCT OF THE
WORK PERFORMED OR TO BE PERFORMED,
pursuant to a Key Contract between the Contractor and a subcontractor which is,
or ought to be, a party to a Direct Agreement, or pursuant to a Key Contract to
which Wayfarer or Gunnebo is party;
(I)
A CHANGE IN THE CONTROL (AS DEFINED IN SECTION 50AA OF THE
CORPORATIONS ACT) OF THE CONTRACTOR OCCURS WITHOUT THE CONSENT OF THE PRINCIPAL
UNDER CLAUSE