25. Liability25. Liability

25. Liability

25.1 While the primary relationship under this Deed is between the ACA and the Registrar, it is acknowledged that the Registrar is controlled by the Controlling Entities that are Parties to this Deed, and the Controlling Entities agrees that, despite any statement to the contrary in this Deed, they will each be jointly and severally liable with the Registrar for any breach of this Deed by the Registrar (including any breach of paragraphs 27.1(c) to (f) after the receipt or issue of a Termination Notice).

25.2 Without limiting clause 25.1, the Controlling Entities’ joint and several liability includes:
(a) all costs associated with transferring the Database to another accredited registrar if this is necessary as a result of a breach of this Deed by the Registrar; and

(b) losses, damages and expenses of the ACA resulting from a breach of this Deed by the Registrar.

25.3 This clause 25 survives the termination of this Deed.
26. Termination
26.1 Each of the following is a Default Event:
(a) the Registrar commits a breach of this Deed which is capable of being remedied but the breach continues for more than 14 days after the Registrar is given a notice by the ACA requiring the breach to be remedied;
(b) the Registrar commits a breach of this Deed which cannot be remedied, which breach is, in the reasonable opinion of the ACA, a serious breach of this Deed;
(c) a controller or a managing controller is appointed in respect of the whole or any part of the assets or undertakings of the Registrar;
(d) a summons or other process seeking orders which, if granted, would render the Registrar an externally-administered body corporate or insolvent under administration, is filed and is not withdrawn within 14 days;
(e) the Registrar ceases to be controlled by the Controlling Entities and that change of control, in the reasonable opinion of the ACA, adversely affects the provision of the Registration Services to cabling providers; or
(f) a conflict of interest arises in the performance of the Registrar’s obligations under this Deed which, in the reasonable opinion of the ACA, significantly affects the interests of the ACA.
26.2 Without limiting clauses 5.4, 5.5 and 5.6 and without prejudice to any other right or remedy that the ACA has, if any Default Event occurs the ACA may terminate this Deed by giving 30 days written notice to the Registrar.
26.3 After a period of 6 months from the Commencement Date, a Party may terminate this Deed at any time by giving 3 months written notice to each of the other Parties. However, the Controlling Entities may not terminate this Deed unless the Registrar also terminates this Deed at the same time.