54.3 If Project Co or any Project Co Party (or anyone employed by or acting on behalf of them) commits any Prohibited Act, then the Board shall be entitled to act in accordance with Clauses 54.3(a) to (f) below:
(a) if a Prohibited Act is committed by Project Co or by an employee not acting independently of Project Co159, then the Board may terminate the Agreement with immediate effect by giving written notice to Project Co;
(b) if the Prohibited Act is committed by an employee of Project Co acting independently of Project Co, then the Board may give written notice to Project Co of termination and the Agreement will terminate, unless within twenty (20) Business Days of receipt of such notice Project Co terminates the employee's employment and (if necessary) procures the performance of the relevant part of the Works and/or Services [or Interim Services] by another person;
(c) if the Prohibited Act is committed by a Contracting Associate or by an employee of that Contracting Associate not acting independently of that Contracting Associate160 then the Board may give written notice to Project Co of termination and the Agreement will terminate, unless within twenty (20) Business Days of receipt of such notice Project Co terminates the relevant Sub-Contract and procures the performance of the relevant part of the Works and/or Services by another person, where relevant, in accordance with Clause 50 (Assignation, subcontracting and Change in Control);
(d) if the Prohibited Act is committed by an employee of a Contracting Associate acting independently of that Contracting Associate, then the Board may give notice to Project Co of termination and the Agreement will terminate, unless within twenty (20) Business Days of receipt of such notice Project Co procures the termination of the employee's employment and (if necessary) procures the performance of the relevant part of the Works and/or Services [or Interim Services] by another person;
(e) if the Prohibited Act is committed by any other person not specified in Clauses 54.3(a) to (d) above, then the Board may give notice to Project Co of termination and the Agreement will terminate unless within twenty (20) Business Days Project Co procures the termination of such person's employment and of the appointment of their employer (where the employer is not the Board and such person is not employed by Project Co or the Contracting Associate) and (if necessary) procures the performance of the relevant part of the Works and/or Services [or Interim Services] by another person; and
(f) any notice of termination under this Clause shall specify:
(i) the nature of the Prohibited Act;
(ii) the identity of the party who the Board believes has committed the Prohibited Act; and
(iii) the date on which the Agreement will terminate in accordance with the applicable provisions of this Clause.
54.4 Without prejudice to its other rights or remedies under this Clause, the Board shall be entitled to recover from Project Co:
(a) the amount or value of any such gift, consideration or commission; and
(b) any other loss sustained in consequence of any breach of this Clause.
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159 This means the employee acts under the authority of or with the knowledge of any one or more directors of Project Co.
160 This means the employee acts under the authority of or with the knowledge of any one or more directors of Project Co.