Common use of Agreement Term and Termination Clause in Contracts

Agreement Term and Termination. 12.1 The Agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue for Term specified in the applicable Order. 12.2 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if: the other party is in breach of this Agreement and if the breach is capable of remedy, fails to remedy such breach within 14 days of receipt of a notice to do so; and/or the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts; enters into or applies for (or calls meetings of members or creditors with a view to) one or more of a moratorium, winding up, administration, liquidation (of any kind, including provisional), or composition or arrangement with creditors; or has any of its property subjected to one or more of the appointment of a receiver (of any kind), enforcement of security, distress, or execution of a judgment (in each case to include similar events under the laws of other countries). 12.3 On termination of the Agreement for any reason: all licences granted under the Agreement shall immediately terminate; each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; Sendmarc may destroy or otherwise dispose of any of the End User Data in its possession unless Sendmarc receives, no later than ten days after the effective date of the termination of the Agreement, a written request for the delivery to the End User of the then most recent back-up of the End User Data. Sendmarc shall use reasonable commercial endeavours to deliver the back-up to the End User within 30 days of its receipt of such a written request, provided that the End User has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The End User shall pay all reasonable expenses incurred by Sendmarc in returning or disposing of End User Data; and any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

Agreement Term and Termination. 12.1 9.1 The Agreement shallwill enter into effect at the time the Customer has been provided with a password as referred to in Article 3.1, giving the Customer access to the GPSI Web Application. 9.2 The Agreement is entered into for an indefinite period of time, unless otherwise agreed. Subject to one (1) month's notice, the Agreement may be terminated as provided in this clause 12by the Customer by the end of a calendar month, commence on and subject to two (2) months' notice, the Effective Date and shall continue for Term specified in Agreement may be terminated by GPSI by the applicable Order. 12.2 Without affecting any other right or remedy available end of a calendar year. Notice to it, either party may terminate the Agreement shall be given in writing. 9.3 Both GPSI and the Customer may, without incurring any obligation to pay damages, dissolve all or part of the Agreement in writing with immediate effect by giving written notice to or demand dissolution of the Agreement in court if: a) the other party if: has culpably breached 1 (one) or more of its obligations after having been granted in writing a reasonable period of 30 (thirty) days to cure the breach of such obligation(s); b) the other party has been granted a moratorium on payments, or files for a moratorium on payments or for bankruptcy; c) the other party is in breach of this Agreement and if the breach is capable of remedy, fails to remedy such breach within 14 days of receipt of a notice to do sodeclared bankrupt; and/or or d) the other party suspends, or threatens to suspend, payment of its debts or party's business is unable to pay its debts; enters into or applies for (or calls meetings of members or creditors with a view to) one or more of a moratorium, winding up, administration, liquidation (of any kind, including provisional), or composition or arrangement with creditors; or has any of its property subjected to one or more of the appointment of a receiver (of any kind), enforcement of security, distress, or execution of a judgment (in each case to include similar events under the laws of other countries)liquidated. 12.3 On 9.4 Following termination of the Agreement for whatever reason, the Customer will immediately lose the right to use the GPSI Web Application, and GPSI will no longer have an obligation to grant the Customer and/or Users access to the GPSI Web Application. The Customer shall immediately destroy any reason: all licences granted under passwords provided to the Customer. Any amounts invoiced by GPSI prior to the termination in connection with anything GPSI has already properly done or delivered in fulfillment of the Agreement shall immediately terminate; each party shall return will remain owing in their entirety and will become forthwith due and payable at the time of termination. At the Customer's request, GPSI will make no further use any data entered or provided by Users by means of any equipment, property, Documentation and other items (and all copies the GPSI Web Application up to termination of them) belonging the Agreement available to the other party; Sendmarc may destroy or otherwise dispose of any of Customer in a generally accessible file format, provided the End User Data Customer files such request with GPSI in its possession unless Sendmarc receives, no later than ten days writing and within 1 (one) month after the effective date of the termination of the Agreement, a written request for . The Customer accepts that such data contain the delivery to characteristics as found by the End User of the then most recent back-up of the End User Data. Sendmarc shall use reasonable commercial endeavours to deliver the back-up to the End User within 30 days of its receipt of such a written request, provided that the End User has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due Customer at the date time of termination)their receipt, and that any liability of GPSI for such data is precluded. The End User shall pay all reasonable expenses incurred Further, GPSI will have no obligation whatsoever to convert the data made available or otherwise make them suitable to be used by Sendmarc in returning or disposing of End User Data; and any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudicedCustomer.

Agreement Term and Termination. 12.1 ‌ 13.1. The Initial Term of the Agreement shall, unless otherwise terminated as provided in this clause 12, shall commence on the Effective Date and shall continue for Term the term specified in the applicable Order. This Agreement shall not terminate on the expiry of the Initial Term but shall continue to endure in full force and effect thereafter on a month-to-month basis, subject to the right of either party to terminate the Agreement on one calendar months' notice in writing to the other party. 12.2 13.2. Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if: : a. the other party is in breach of this Agreement and if the breach is capable of remedy, fails to remedy such breach within 14 (fourteen) calendar days of receipt of a notice to do so; and/or and/or b. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts; enters into or applies for (or calls meetings of members or creditors with a view to) one or more of a moratorium, winding up, administration, liquidation (of any kind, including provisional), or composition or arrangement with creditors; or has any of its property subjected to one or more of the appointment of a receiver (of any kind), enforcement of security, distress, or execution of a judgment (in each case to include similar events under the laws of other countries). 12.3 13.3. On termination of the Agreement for any reason: : a. all licences granted under the Agreement shall immediately terminate; ; b. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; ; c. Sendmarc may destroy or otherwise dispose of any of the End User Data in its possession unless Sendmarc receives, no later than ten days after the effective date of the termination of the Agreement, a written request for the delivery to the End User of the then most recent back-up of the End User Data. Sendmarc shall use reasonable commercial endeavours to deliver the back-up to the End User within 30 days of its receipt of such a written request, provided that the End User has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The End User Sendmarc shall pay all reasonable expenses incurred by Sendmarc in returning or disposing of End User Data; and and d. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

Agreement Term and Termination. 12.1 11.1 The Agreement shallAgreement, unless otherwise terminated as provided in this clause 12including these General Terms, commence shall enter into force on the Effective Date and remain valid subject to termination in accordance with this Section 11. 11.2 Unless otherwise set out in this Agreement, either Party may terminate this Agreement at any time by giving three (3) month’s written notice. 11.3 Either Party may terminate this Agreement or a Service Order with immediate effect by written notice if: (a) the other Party is in breach of any material provision of this Agreement and such breach, if curable, continues uncured for a period of thirty (30) days after the Party claiming breach delivers notice of such breach to the other Party; (b) the other Party fails to remain in good regulatory standing; (c) the other Party (a) is declared bankrupt or enters into voluntary or compulsory liquidation or suspends its payments, (b) makes an arrangement with its creditors or petitions for an administration order, (c) has a receiver or manager appointed over all or any part of its assets, or (d) generally becomes unable to pay its debts as and when they fall due. Notice of termination for cause pursuant to this Section 11.3 shall continue for Term specified be given without undue delay from the date on which the Party became, or reasonably should have become, aware of the circumstance entitling to termination. 11.4 Nasdaq reserves the right to terminate this Agreement or a Service Order with immediate effect by written notice in the event that the Customer becomes subject to trade sanctions issued by the United States, the European Union, the United Nations or another national or international governmental entity that, as determined by Nasdaq, prohibit Nasdaq from contracting with the Customer; further, Nasdaq reserves the right by written notice to require pre-payment or adjusted payment terms for the Service if the Customer becomes subject to sanctions that prohibit or restrict Nasdaq from extending credit to the Customer. In the event that Nasdaq is required to terminate the Agreement, it will reasonably work with the Customer to transfer the Service to a new service provider (unless Nasdaq is prohibited from doing so under applicable Order. 12.2 Without affecting any other right or remedy available to it, either party law). Nasdaq may terminate the Agreement with immediate effect by giving written shorter notice to the other party if: the other party is in breach of this Agreement and if the breach is capable of remedy, fails to remedy such breach within 14 days of receipt of a notice to do so; and/or the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts; enters into or applies for (or calls meetings of members or creditors with a view to) one or more of a moratorium, winding up, administration, liquidation (of any kind, including provisional), or composition or arrangement with creditors; or has any of its property subjected to one or more provision of the appointment of a receiver (of any kind), enforcement of security, distress, or execution of a judgment (in each case to include similar events under the laws of other countries)Service by Nasdaq becomes illegal. 12.3 On termination of the Agreement for any reason: all licences granted under the Agreement shall immediately terminate; each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; Sendmarc may destroy or otherwise dispose of any of the End User Data in its possession unless Sendmarc receives, no later than ten days after the effective date of the termination of the Agreement, a written request for the delivery to the End User of the then most recent back-up of the End User Data. Sendmarc shall use reasonable commercial endeavours to deliver the back-up to the End User within 30 days of its receipt of such a written request, provided that the End User has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The End User shall pay all reasonable expenses incurred by Sendmarc in returning or disposing of End User Data; and any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

Agreement Term and Termination. 12.1 The Agreement shall(a) QUAN shall provide the Services and Additional Services to BROADCASTER hereunder for the period beginning on June 1, unless otherwise terminated as provided in this clause 122006, commence and ending on June 1, 2009 or, with respect to each particular Service or Additional Service, (i) on the Effective Date date specified in a notice of termination delivered pursuant to Section 3(b) below with respect to such Service or Additional Service prior to the termination of this Agreement; or (ii) on such other date as is mutually agreed to by both Parties; or (iii) as set forth in Article 2 above. (b) Broadcaster may terminate any or all portions of the Services or Additional Services by giving 90 days' prior written notice to QUAN. If either party shall default in the performance of any of its material obligations under this Agreement and shall continue for Term specified fail or refuse to remedy such default to the reasonable satisfaction of the other party within 30 days after receipt of written notice, the non-breaching party may immediately terminate this Agreement. If the default in performance relates only to a specific Service or Additional Service and such default is not a default in the applicable Order. 12.2 Without affecting performing of a material obligation under this Agreement, termination will be limited to termination of that Service or Additional Service on the same terms as set forth in the immediately preceding sentence. If any other right party shall become insolvent, be placed in receivership, make an assignment for the benefit of creditors or remedy available to itseek relief or have a petition filed against it under federal bankruptcy law, either party may terminate this Agreement immediately upon written notice. (c) If action by a federal, state or other governmental regulatory agency materially affects a party's rights or obligations hereunder, such party may terminate any portion of the Services or Additional Services or this Agreement with immediate effect by giving 30 days' prior written notice to the other party if: the other party is in breach other, or such shorter period as may be required by such agency or by Law1. (d) Expiration or termination of all or a portion of this Agreement for any reason shall not terminate the obligations described in Sections 6 and if the breach is capable of remedy, fails to remedy 7 which shall survive any such breach within 14 days of receipt of a notice to do so; and/or the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts; enters into or applies for (or calls meetings of members or creditors with a view to) one or more of a moratorium, winding up, administration, liquidation (of any kind, including provisional), or composition or arrangement with creditors; or has any of its property subjected to one or more of the appointment of a receiver (of any kind), enforcement of security, distress, or execution of a judgment (in each case to include similar events under the laws of other countries)termination. 12.3 On (e) Expiration or termination of the this Agreement for any reason: all licences granted under the Agreement reason shall immediately terminate; each party shall return and make no further use not terminate either party's obligations or rights arising out of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; Sendmarc may destroy act or otherwise dispose of any of the End User Data in its possession unless Sendmarc receives, no later than ten days after the effective date of the termination of the Agreement, a written request for the delivery to the End User of the then most recent back-up of the End User Data. Sendmarc shall use reasonable commercial endeavours to deliver the back-up to the End User within 30 days of its receipt omission of such a written request, provided that the End User has, at that time, paid all fees and charges outstanding at and resulting from party occurring prior m such termination (whether or not due at the date of termination). The End User shall pay all reasonable expenses incurred by Sendmarc in returning or disposing of End User Data; and any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudicedexpiration.

Agreement Term and Termination. 12.1 The Initial Term of the Agreement shall, unless otherwise terminated as provided in this clause 12, shall commence on the Effective Date and shall continue for Term the term specified in the applicable Order. This Agreement shall not terminate on the expiry of the Initial Term but shall continue to endure in full force and effect thereafter on a month-to-month basis, subject to the right of either party to terminate the Agreement on one calendar months' notice in writing to the other party. 12.2 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if: : a. the other party is in breach of this Agreement and if the breach is capable of remedy, fails to remedy such breach within 14 (fourteen) calendar days of receipt of a notice to do so; and/or and/or b. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts; enters into or applies for (or calls meetings of members or creditors with a view to) one or more of a moratorium, winding up, administration, liquidation (of any kind, including provisional), or composition or arrangement with creditors; or has any of its property subjected to one or more of the appointment of a receiver (of any kind), enforcement of security, distress, or execution of a judgment (in each case to include similar events under the laws of other countries). 12.3 On termination of the Agreement for any reason: : a. all licences granted under the Agreement shall immediately terminate; ; b. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; ; c. Sendmarc may destroy or otherwise dispose of any of the End User Data in its possession unless Sendmarc receives, no later than ten days after the effective date of the termination of the Agreement, a written request for the delivery to the End User of the then most recent back-up of the End User Data. Sendmarc shall use reasonable commercial endeavours to deliver the back-up to the End User within 30 days of its receipt of such a written request, provided that the End User has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The End User Sendmarc shall pay all reasonable expenses incurred by Sendmarc in returning or disposing of End User Data; and and d. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

Agreement Term and Termination. 12.1 The Initial Term of the Agreement shall, unless otherwise terminated as provided in this clause 12, shall commence on the Effective Date and shall continue for Term the term specified in the applicable Order. This Agreement shall not terminate on the expiry of the Initial Term but shall continue to endure in full force and effect thereafter on a month-to-month basis, subject to the right of either party to terminate the Agreement on one calendar months' notice in writing to the other party. 12.2 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if: the other party is in breach of this Agreement and if the breach is capable of remedy, fails to remedy such breach within 14 (fourteen) calendar days of receipt of a notice to do so; and/or the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts; enters into or applies for (or calls meetings of members or creditors with a view to) one or more of a moratorium, winding up, administration, liquidation (of any kind, including provisional), or composition or arrangement with creditors; or has any of its property subjected to one or more of the appointment of a receiver (of any kind), enforcement of security, distress, or execution of a judgment (in each case to include similar events under the laws of other countries). 12.3 On termination of the Agreement for any reason: all licences granted under the Agreement shall immediately terminate; each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; Sendmarc may destroy or otherwise dispose of any of the End User Data in its possession unless Sendmarc receives, no later than ten days after the effective date of the termination of the Agreement, a written request for the delivery to the End User of the then most recent back-up of the End User Data. Sendmarc shall use reasonable commercial endeavours to deliver the back-up to the End User within 30 days of its receipt of such a written request, provided that the End User has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The End User Sendmarc shall pay all reasonable expenses incurred by Sendmarc in returning or disposing of End User Data; and any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.