CUSTOMER TERMINATION RIGHTS. Not Used. Termination on Material Default The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Service Provider where: Not used; the representation and warranty given by the Service Provider pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Service Provider fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Service Provider’s aggregate annual liability limit for that Contract Year as set out in Clauses 36.2.1(a) and 36.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.4.2 (Services), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 34.3.9 (Confidentiality), 50.6.2 (Prevention of Fraud and Bribery), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff Transfer); the Service Provider commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; the Service Provider commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; and/or the Supplier fails to comply with any of Clause 35.3 (Publicity and Branding). For the purpose of Clause 41.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Call Off Contract by issuing a Termination Notice to the Service Provider where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Service Provider which: adversely impacts on the Service Provider's ability to supply the Services under this Call Off Contract; or could reasonably be expected...
CUSTOMER TERMINATION RIGHTS. Termination in Relation to Guarantee
CUSTOMER TERMINATION RIGHTS. The Customer may terminate for convenience this Agreement (in whole or in part) on ninety (90) days' notice.
CUSTOMER TERMINATION RIGHTS. Customer may terminate this Agreement, or the use of any Google products and services hereunder, upon written notice: (i) immediately if Google breaches Section 3.2 (Duty of Confidentiality) of the Master Agreement; (ii) if Google breaches Section 4.3 (Brand Features; License Grant) of this Master Agreement and fails to cure such breach within [*****] business days of written notice; (iii) immediately if Google is in material breach of the same provision of this Agreement more than [*****] times notwithstanding any cure of such breaches [*****]; or (iv) as otherwise provided in the Riders.
CUSTOMER TERMINATION RIGHTS a. Termination at the Direction of Regulator. Customer may terminate an Online Service at the express direction of a Regulator with reasonable notice.
CUSTOMER TERMINATION RIGHTS. Termination in Relation to Contract Guarantee Where this Contract is conditional upon the Supplier procuring a Contract Guarantee pursuant to Clause 4 (Contract Guarantee), the Customer may terminate this Contract by issuing a Termination Notice to the Supplier where: the Contract Guarantor withdraws the Contract Guarantee for any reason whatsoever; the Contract Guarantor is in breach or anticipatory breach of the Contract Guarantee; an Insolvency Event occurs in respect of the Contract Guarantor; or the Contract Guarantee becomes invalid or unenforceable for any reason whatsoever, and in each case the Contract Guarantee (as applicable) is not replaced by an alternative guarantee agreement acceptable to the Customer; or the Supplier fails to provide the documentation required by Clause 4.1 by the date so specified by the Customer.
CUSTOMER TERMINATION RIGHTS. Customer may terminate the Affected Services without penalty if, in any single calendar month: (i) Network Downtime exists for at least twenty-four (24) hours in the aggregate; or (ii) any single event entitling Customer to credits under Network Availability exists for a period of at least eight (8) consecutive hours. Such termination must be conducted by written notice to FirstDigital within five (5) business days following the end of the relevant calendar month. Termination of the Affected Services shall be effective as of cessation of use of such services by Customer and receipt by FirstDigital of written notice of termination from Customer.
CUSTOMER TERMINATION RIGHTS. If the Service Commencement Date does not occur within One Hundred Eighty (180) days after the Estimated Commissioning Date, then the Customer shall have the option to terminate this Agreement upon thirty (30) days prior written notice to the System Owner if such condition is not satisfied, waived, or cured prior to the expiration of such 30 day notice period; provided that the Agreement shall not terminate if during such 30 day notice period the parties reach an agreement to continue the Agreement, or the System Owner provides Customer with reasonable assurance, in form and substance satisfactory to Customer, that it will achieve commercial operations for the System within a reasonable period of time and that such delay in achieving commercial operations will not materially adversely impact Customer compared to the position they would have been in had this termination right not arisen.
CUSTOMER TERMINATION RIGHTS. If the Service Commencement Date does not occur within One Hundred Eighty (180) days after the Estimated Commissioning Date, then the Customer shall have the option to terminate this Agreement upon thirty
CUSTOMER TERMINATION RIGHTS. Termination on Material Default
30.1. The Customer may terminate this Contract for material Default by issuing a Termination Notice to the Supplier where:
30.1.1 the representation and warranty given by the Supplier pursuant to Clause 4.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable;
30.1.2 as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Contract Order Form) of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 25.3 and 25.4 (Liability) ; 28.1.8 (Ofsted Monitoring Visits), 28.6.7 (Ofsted Inadequate Overall) 39.6.2 (Prevention of Fraud and Xxxxxxx), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Contract Schedule 5 (Staff Transfer);
