Duration of Agreement & Termination. 10.1 This Agreement shall become effective on the date this Agreement is signed by both parties and shall remain in full force and effect for an initial term of five (5) years, and unless terminated sooner as hereinafter provided, this Agreement will automatically renew for additional twelve (12)-month successive terms. 10.2 Either party may terminate this Agreement if the other party commits a breach of any obligation hereunder which is not remedied within thirty (30) days of receipt of written notice specifying such breach. In said event, the Agreement will immediately terminate at the end of the thirty (30) days. 10.3 Cause shall exist for termination by either party if the other party attempts to assign this Agreement, except under circumstances permitted under this Agreement, liquidates or terminates its business, is adjudicated a bankrupt, makes an assignment for the benefit of creditors, invokes the provisions of any law for the relief of debtors, or files or has filed against it any similar proceeding. 10.4 Each party acknowledges that the other has made no commitments regarding the term or renewal of this Agreement beyond those expressly stated herein. Either party may terminate this Agreement without cause at any time upon ninety ( 90 ) days written notice. EACH PARTY ACKNOWLEDGES THAT SUCH A PERIOD IS ADEQUATE TO ALLOW IT TO TAKE ALL ACTIONS REQUIRED TO ADJUST ITS BUSINESS OPERATIONS IN ANTICIPATION OF TERMINATION. 10.5 Upon termination or expiration of this Agreement for any reason, Reseller will immediately cease to be an NEC Display Authorized Reseller and will refrain from representing itself as such and from using any NEC Display trademark or trade name. 10.6 Termination of this Agreement shall not affect any of Reseller’s pre-termination obligations; including, but not limited to, any outstanding payment obligations hereunder. Any termination of this Agreement shall be without prejudice to the enforcement of any undischarged obligations owing NEC Display existing at the time of termination. 10.7 Upon any termination of this Agreement, any orders outstanding and unshipped as of the termination date shall be deemed canceled and NEC Display shall have no obligation to fill same. If this Agreement is terminated by either party with advance notice, NEC Display shall have the right to reject all or part of any orders received from Reseller during the period after notice but prior to the effective date of termination (hereinafter called “the final period”) if availability of the Products is insufficient at that time to meet the needs of NEC Display and its customers fully. In any event, NEC Display may limit shipments during the final period to an amount not exceeding Reseller’s average monthly purchases from NEC Display during the three (3) months prior to the month in which notice of termination is provided. Notwithstanding any credit terms made available to Reseller prior to that time, any of the Products shipped by NEC Display to reseller during final period must be paid by certified or cashier’s check prior to shipment. 10.8 In the event that NEC Display terminated this Agreement without cause, within ten (10) days following the effective date of any such termination. Reseller may submit to NEC Display a list of all new and current Products (finished goods) sold by NEC Display to Reseller and remaining in Reseller’s inventory. NEC Display shall be obligated to repurchase an amount of said Products equal to the ninety (90) day average amount of Products Reseller purchased during the last twelve (12) month period. Reseller at Reseller’s expense, shall cause those Products to be delivered to such location(s) in the United States as NEC Display may designate. NEC Display shall have the right to inspect all returned merchandise before establishing final disposition and shall be entitled to reject and return to Reseller, freight collect, any Products which in NEC Display’s sole judgment, are in unacceptable condition. Reseller shall be credited at the original purchase price paid by Reseller for any such Products, less any price protection credits already issued by NEC Display. Within ten (10) days following the effective date of any termination of this Agreement by Reseller, with or without cause, or by NEC Display for cause, or for no cause upon once hundred and eighty or more days notice, Reseller, upon request by NEC Display, shall submit to NEC Display a list of all then new and current Products sold by NEC Display to Reseller and remaining in Reseller’s inventory in the original, undamaged, unopened shipping carton as of the effective date of termination. NEC Display shall have the option to repurchase any or all of said Products. Reseller, at NEC Display’s expense, shall cause those Products to be delivered to such location(s) in the U. S. as NEC Display may designate. If NEC Display desires to exercise its option hereunder, it shall notify Reseller within thirty (30) days after receipt of the Product list from Reseller. NEC Display shall have the right to inspect all returned merchandise before establishing final disposition and shall be entitled to reject and return to Reseller, freight collect, any Products which in NEC Display’s sole judgment, are in unacceptable condition. Reseller shall be credited at the original purchase price paid by Reseller for any such Products, less any price protection credits already issued by NEC Display. 10.9 THIS AGREEMENT IS BEING EXECUTED BY THE PARTIES WITH THE UNDERSTANDING THAT IT MAY BE TERMINATED AT ANY TIME AS PROVIDED HEREIN. NEITHER PARTY SHALL BE LIABLE TO THE OTHER UNDER ANY LEGAL OR EQUITABLE THEORY, FOR COMPENSATION, REIMBURSEMENT FOR INVESTMENTS OR EXPENSES, LOST PROFITS, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY OTHER KIND OR CHARACTER AS A RESULT OF ANY TERMINATION OF THIS AGREEMENT.
Appears in 3 contracts
Samples: Authorized Reseller Agreement (Strong Global Entertainment, Inc), Authorized Reseller Agreement (Strong Global Entertainment, Inc), Authorized Reseller Agreement (Ballantyne Strong, Inc.)
Duration of Agreement & Termination. 10.1 14.1 This Agreement shall become effective on as of the date this Agreement is signed by both parties Effective Date and shall remain in full force and effect for an initial term of five (5) yearsthree years and, and unless terminated sooner as hereinafter provided, this Agreement will shall automatically renew for additional twelve (12)-month 12) month successive termsterm(s). NEITHER PARTY SHALL BE OBLIGATED TO EXTEND THE DURATION OF THIS AGREEMENT UPON THE EXPIRATION OF THE INITIAL TERM OR ANY SUCCEEDING TERM.
10.2 14.2 Either RESELLER or NEC may terminate this Agreement without cause at any time during the initial term or any succeeding term. If the termination is without cause, ninety (90) days advance written notice must be provided by the terminating party to the other party. Each party acknowledges that such period is adequate to allow it to take all actions required to adjust its business operations in anticipation of termination.
14.3 Either party may terminate this Agreement if the other party commits a breach of any obligation hereunder which is not remedied within thirty (30) days of receipt of written notice specifying such that breach. In said event, Cause includes but is not limited to the Agreement will immediately terminate at the end of the thirty (30) days.
10.3 Cause shall exist for following: termination by either party if the other party assigns or attempts to assign this Agreement, except under circumstances as permitted under this Agreementhereunder, liquidates or terminates its business, is adjudicated a as bankrupt, makes an assignment for the benefit of creditors, invokes the provisions of any law for the relief of debtors, or files or has filed against it any similar proceeding.
10.4 Each party acknowledges that the other has made no commitments regarding the term 14.4 Upon expiration or renewal termination of this Agreement beyond those expressly stated herein. Either party may terminate this Agreement without cause at Agreement, RESELLER shall cease holding itself out in any time upon ninety ( 90 ) days written notice. EACH PARTY ACKNOWLEDGES THAT SUCH A PERIOD IS ADEQUATE TO ALLOW IT TO TAKE ALL ACTIONS REQUIRED TO ADJUST ITS BUSINESS OPERATIONS IN ANTICIPATION OF TERMINATIONfashion as a RESELLER for NEC, and shall return to NEC, all sales literature, price lists, customer lists, and any other documents, materials, or tangible items pertaining to NEC’s business.
10.5 Upon termination or expiration of this Agreement for any reason, Reseller will immediately cease to be an NEC Display Authorized Reseller and will refrain from representing itself as such and from using any NEC Display trademark or trade name.
10.6 14.5 Termination of this Agreement shall or Addendum(a) will not affect any of ResellerRESELLER’s pre-termination obligations; , including, but not limited to, any outstanding payment obligations hereunder. Any termination of this Agreement shall or Addendum(a) will be without prejudice to the enforcement of any undischarged obligations owing NEC Display existing at the time of termination.
10.7 14.6 Upon any termination of this Agreement, any orders outstanding and unshipped as of the termination date shall will be deemed canceled canceled, and NEC Display shall will have no obligation to fill same. Notwithstanding the foregoing, NEC shall be obligated to fill all orders accepted prior to receipt of the notice of cancellation provided that that this Agreement is not terminated by NEC for cause. If this Agreement is terminated by either party with advance notice, NEC Display shall will have the right to reject all or part of any orders received from Reseller RESELLER during the period after notice but prior to the effective date of termination (hereinafter called “the final period”) if availability of the Products PRODUCTS is insufficient at that time to meet the needs of NEC Display and its customers fully. In any event, NEC Display may limit shipments during the final period to an amount not exceeding ResellerRESELLER’s average monthly purchases from NEC Display during the three (3) months prior to the month in which notice of termination is provided. Notwithstanding any credit terms made available to Reseller RESELLER prior to that time, any of the Products PRODUCTS shipped by NEC Display to reseller RESELLER during the final period must be paid for by certified or cashier’s check prior to shipment.
10.8 In the event that NEC Display terminated this Agreement without cause, within ten (10) days following the effective date of any such termination. Reseller may submit to NEC Display a list of all new and current Products (finished goods) sold by NEC Display to Reseller and remaining in Reseller’s inventory. NEC Display shall be obligated to repurchase an amount of said Products equal to the ninety (90) day average amount of Products Reseller purchased during the last twelve (12) month period. Reseller at Reseller’s expense, shall cause those Products to be delivered to such location(s) in the United States as NEC Display may designate. NEC Display shall have the right to inspect all returned merchandise before establishing final disposition and shall be entitled to reject and return to Reseller, freight collect, any Products which in NEC Display’s sole judgment, are in unacceptable condition. Reseller shall be credited at the original purchase price paid by Reseller for any such Products, less any price protection credits already issued by NEC Display. 14.7 Within ten (10) days following the effective date of any termination of this Agreement by ResellerAgreement, with or without cause, or by NEC Display for cause, or for no cause upon once hundred and eighty or more days notice, Reseller, upon request by NEC Display, shall RESELLER will submit to NEC Display NEC, if requested by NEC, a list of all then new and current Products PRODUCTS sold by NEC Display to Reseller RESELLER and remaining in ResellerRESELLER’s inventory in the original, undamaged, unopened shipping carton as of the that effective date of terminationdate. NEC Display shall will have the option to repurchase any or all of said Products. Resellerthose PRODUCTS, at NEC Display’s expense, shall cause those Products but will not be required to be delivered to such location(s) in the U. S. as NEC Display may designatedo so. If NEC Display desires to exercise its option hereunder, it shall will notify Reseller RESELLER within thirty (30) days after receipt of the Product PRODUCT list from ResellerRESELLER. Upon receipt of notice, RESELLER, at its expense, will cause those PRODUCTS selected by NEC for repurchase to be delivered to those location(s) in the U.S.A. as NEC may designate. NEC Display shall will have the right to inspect all returned merchandise before establishing final disposition disposition, and shall will be entitled to reject and return to ResellerRESELLER, freight collect, any Products which PRODUCTS which, in NEC DisplayNEC’s sole judgment, are in unacceptable condition. Reseller shall RESELLER will be credited for any accepted PRODUCTS at prices agreed upon between the original purchase price parties, but in no event will the credit be greater than the respective prices paid by Reseller RESELLER for any such Productsthose PRODUCTS, less the costs of any price protection credits already issued by NEC Displaynecessary repair, refurbishing or repackaging.
10.9 14.8 THIS AGREEMENT IS BEING EXECUTED BY THE PARTIES BOTH NEC AND RESELLER WITH THE UNDERSTANDING KNOWLEDGE THAT IT MAY BE TERMINATED AT ANY TIME AS PROVIDED HEREINOR NOT RENEWED. NEITHER PARTY RESELLER NOR NEC SHALL BE LIABLE TO THE OTHER UNDER ANY LEGAL OR EQUITABLE THEORY, FOR COMPENSATION, REIMBURSEMENT FOR INVESTMENTS OR EXPENSES, LOST PROFITS, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY OTHER KIND OR CHARACTER AS A RESULT CHARACTER, BECAUSE OF ANY TERMINATION EXERCISE OF ITS RIGHT TO TERMINATE THIS AGREEMENT AS PROVIDED HEREUNDER, OR BECAUSE OF ANY ELECTION TO REFRAIN FROM EXTENDING THE DURATION OF THIS AGREEMENTAGREEMENT UPON THE EXPIRATION OF THE INITIAL TERM OR ANY SUCCEEDING TERM.
Appears in 2 contracts
Samples: Authorized Digital Cinema Reseller Master Agreement (Ballantyne of Omaha Inc), Digital Cinema Reseller Agreement (Ballantyne of Omaha Inc)
Duration of Agreement & Termination. 10.1 9.1 This Agreement shall become effective takes effect on the date this Agreement is signed by both parties Effective Date set forth above and shall remain in full force and effect for an initial term of five (5) years, and unless terminated sooner as hereinafter provided, this Agreement will automatically renew for additional twelve on each one (12)-month successive terms.
10.2 Either 1) year-anniversary unless written notice is given by either party may terminate this Agreement if the other party commits a breach of any obligation hereunder which is not remedied within thirty less than ninety (3090) days of receipt of written notice specifying prior to the such breachanniversary. In said eventthe event such notice is given, the Agreement will immediately terminate at expire on the end next anniversary of the thirty (30) daysEffective Date.
10.3 Cause shall exist 9.2 This Agreement may be terminated immediately for termination good cause by either party if the other party attempts to assign this Agreement, except under circumstances permitted under this Agreement, liquidates or terminates its business, is adjudicated a bankrupt, makes an assignment for the benefit of creditors, invokes the provisions of any law for the relief of debtors, or files or has filed against it any similar proceeding.
10.4 Each party acknowledges that the other has made no commitments regarding the term or renewal of this Agreement beyond those expressly stated herein. Either party may terminate this Agreement without cause at any time upon ninety ( 90 ) days written notice. EACH PARTY ACKNOWLEDGES THAT SUCH A PERIOD IS ADEQUATE TO ALLOW IT TO TAKE ALL ACTIONS REQUIRED TO ADJUST ITS BUSINESS OPERATIONS IN ANTICIPATION OF TERMINATION.
10.5 Upon termination or expiration of this Agreement for any reason, Reseller will immediately cease to be an NEC Display Authorized Reseller and will refrain from representing itself as such and from using any NEC Display trademark or trade name.
10.6 Termination of this Agreement shall not affect any of Reseller’s pre-termination obligations; including, but not limited to, any outstanding payment obligations hereunder. Any termination of this Agreement shall be without prejudice to the enforcement of any undischarged obligations owing NEC Display existing at the time of termination.
10.7 Upon any termination For purposes of this Agreement, any orders outstanding and unshipped as good cause will be deemed to be one or more of the termination date shall be deemed canceled and NEC Display shall have no obligation following: • the other party fails to fill same. If this Agreement is terminated by either party with advance notice, NEC Display shall have the right to reject all or part of any orders received from Reseller during the period after notice but prior to the effective date of termination (hereinafter called “the final period”) if availability of the Products is insufficient at that time to meet the needs of NEC Display and its customers fully. In any event, NEC Display may limit shipments during the final period to an amount not exceeding Reseller’s average monthly purchases from NEC Display during the three (3) months prior to the month in which notice of termination is provided. Notwithstanding any credit terms made available to Reseller prior to that time, any of the Products shipped by NEC Display to reseller during final period must be paid by certified or cashier’s check prior to shipment.
10.8 In the event that NEC Display terminated this Agreement without cause, within ten (10) days following the effective date of any such termination. Reseller may submit to NEC Display cure a list of all new and current Products (finished goods) sold by NEC Display to Reseller and remaining in Reseller’s inventory. NEC Display shall be obligated to repurchase an amount of said Products equal to the ninety (90) day average amount of Products Reseller purchased during the last twelve (12) month period. Reseller at Reseller’s expense, shall cause those Products to be delivered to such location(s) in the United States as NEC Display may designate. NEC Display shall have the right to inspect all returned merchandise before establishing final disposition and shall be entitled to reject and return to Reseller, freight collect, any Products which in NEC Display’s sole judgment, are in unacceptable condition. Reseller shall be credited at the original purchase price paid by Reseller for any such Products, less any price protection credits already issued by NEC Display. Within ten (10) days following the effective date of any termination material breach of this Agreement by Reseller, with or without cause, or by NEC Display for cause, or for no cause upon once hundred and eighty or more days notice, Reseller, upon request by NEC Display, shall submit to NEC Display a list of all then new and current Products sold by NEC Display to Reseller and remaining in Reseller’s inventory in the original, undamaged, unopened shipping carton as of the effective date of termination. NEC Display shall have the option to repurchase any or all of said Products. Reseller, at NEC Display’s expense, shall cause those Products to be delivered to such location(s) in the U. S. as NEC Display may designate. If NEC Display desires to exercise its option hereunder, it shall notify Reseller within thirty (30) days after receipt written notice reasonably specifying the breach; • the other party ceases to conduct business in the normal course; becomes insolvent; makes a general assignment for the benefit of creditors; suffers or permits the appointment of a receiver, trustee, or similar officer for its business or assets; engages in fraudulent transfers; or becomes the subject of a petition filed under the United States Bankruptcy Code or any analogous state statute relating to solvency or the protection of creditor rights that is not dismissed within 30 days.
9.3 On expiration or earlier termination of this Agreement, the MAH shall immediately cease to act and to purport to act as MANUFACTURER’s DMAH except to the extent and for any period that MAH is required to act as MANUFACTURER’s DMAH by Law.
9.4 The Quality Agreement will be co-terminus with this Agreement, except to the extent and for any period that MAH is required to act as MANUFACTURER’s DMAH by Law, and no further notice shall be required to effect a termination of that Agreement.
9.5 On expiration or earlier termination of this Agreement, the MAH shall transfer to MANUFACTURER as soon as reasonably practicable all documents and other materials connected with or relating to the PRODUCTS or regulatory authority for marketing the PRODUCTS which are within MAH’s possession or control. Without limiting the generality of the Product list from Reseller. NEC Display shall have the right to inspect all returned merchandise before establishing final disposition and shall be entitled to reject and foregoing, MAH will return to ResellerMANUFACTURER, freight collectat MANUFACTURER’S expense, all advertising and other materials that are the property of MANUFACTURER, including those concerning the PRODUCTS, that may be in MAH’s possession, excluding documents required to be maintained by MAH pursuant to Law. MAH will not assert any Products which retention or lien rights to MANUFACTURER’s materials as a consequence of any claims against MANUFACTURER. If the MAH is not permitted by Law to transfer all documents to MANUFACTURER, it shall at a minimum provide copies of all relevant documents to MANUFACTURER at MANUFACTURER’s cost, unless prohibited by Law from doing so. The MAH shall transfer such documents in NEC Display’s sole judgment, are an orderly fashion (including digital format as PDF or Word documents) and provide such additional information as is reasonably necessary to allow MANUFACTURER or its representatives to continue to market the PRODUCTS in unacceptable conditionJapan. Reseller shall be credited at This Section 9.5 will survive the original purchase price paid by Reseller for any such Products, less any price protection credits already issued by NEC Displaytermination of this Agreement.
10.9 THIS AGREEMENT IS BEING EXECUTED BY THE PARTIES WITH THE UNDERSTANDING THAT IT MAY BE TERMINATED AT ANY TIME AS PROVIDED HEREIN9.6 Obligations of the parties regarding compliance with applicable compulsory provisions of Law, including retention of records, will survive the termination of this Agreement for as long as any PRODUCT with MAH’s name on the label is available to the market or as otherwise required by any applicable Law. NEITHER PARTY SHALL BE LIABLE TO THE OTHER UNDER ANY LEGAL OR EQUITABLE THEORYIf there is any conflict between the provisions of this Agreement or of the Quality Agreement and any Law, FOR COMPENSATION, REIMBURSEMENT FOR INVESTMENTS OR EXPENSES, LOST PROFITS, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY OTHER KIND OR CHARACTER AS A RESULT OF ANY TERMINATION OF THIS AGREEMENTthe latter shall prevail.
Appears in 2 contracts
Samples: Marketing Authorization Holder Agreement (Oxford Immunotec Global PLC), Marketing Authorization Holder Agreement (Oxford Immunotec Global PLC)
Duration of Agreement & Termination. 10.1 This 11.1 The duration of the General Agreement shall become effective be one (1) year from its signature and thereafter it will be automatically renewed on a monthly basis until any one of the date this Agreement Parties informs the other by registered letter that it is signed by both parties and shall remain in full force and effect for an initial term of five (5) years, and unless terminated sooner as hereinafter provided, this Agreement will automatically renew for additional twelve (12)-month successive termsterminating the Agreement.
10.2 Either party may terminate this 11.2 All terms of the General Agreement if the other party commits a are material and breach of any obligation hereunder one of the terms by any one of the Parties shall be considered as a material breach and shall give rise to the non-defaulting Party to terminate this agreement (subject to the provisions of clause 11.3 below) and or to claim damages and/or to claim any other
11.3 Before any of the Parties hereto terminates this Agreement in accordance with the provisions of clause 11.2 hereinabove, such Party shall give the defaulting Party a notice in writing, in which the specific breach or breaches shall be mentioned, and the defaulting Party shall be required to remedy such breach within fifteen (15) days from the date of the dispatch of the notice in writing. If, upon the expiry of such notice period any breach is not remedied within thirty (30) days of receipt of written notice specifying such breach. In said eventremedied, the Agreement will immediately terminate at the end non-defaulting Party shall, without prejudice
(i) Bankruptcy or dissolution or commencement of the thirty (30) daysbankruptcy proceedings or winding up proceedings or administration of property of a bankrupt by or against either Party hereto.
10.3 Cause shall exist for termination by either party if the other party attempts to assign this Agreement, except under circumstances permitted under this Agreement, liquidates or terminates its business, is adjudicated a bankrupt, makes (ii) Execution of an assignment for the benefit of creditors or seeking relief by either Party hereto under the Bankruptcy Law or similar legislation in force for the time being or entering into liquidation or a composition scheme with creditors, invokes or the provisions initiation of any law for the relief other similar procedure in consequence of debtors, or files or has filed against it any similar proceedingdebt.
10.4 Each party acknowledges that (iii) If either Party hereto is guilty of willful misconduct or resorts to fraudulent practices in the other has made no commitments regarding the term or renewal execution of this Agreement beyond those expressly stated herein. Either party Agreement.
11.4 The Subscriber may terminate this the General Agreement without cause at any time upon ninety ( 90 with one (1)
11.5 Cyta may terminate the General Agreement with three (3) days written months’ notice. EACH PARTY ACKNOWLEDGES THAT SUCH A PERIOD IS ADEQUATE TO ALLOW IT TO TAKE ALL ACTIONS REQUIRED TO ADJUST ITS BUSINESS OPERATIONS IN ANTICIPATION OF TERMINATION.
10.5 Upon termination or expiration of this 11.6 The General Agreement for any reasonmay be terminated by the Subscriber in the event that all Services are terminated, Reseller will immediately cease and if the Subscriber does not apply to be an NEC Display Authorized Reseller and will refrain Cyta to terminate it within two (2) months from representing itself as such and from using any NEC Display trademark or trade name.
10.6 Termination of this Agreement shall not affect any of Reseller’s pre-termination obligations; including, but not limited to, any outstanding payment obligations hereunder. Any the termination of this all Services, the General Agreement shall be without prejudice terminated automatically by Cyta. 12 CONFIDENTIALITY - DATA PROTECTION
12.1 Cyta shall take all necessary measures for maintaining the confidentiality of communications and for the protection of personal data in accordance with the legislation and the Regulations in force from time to time.
12.2 Cyta shall keep a filing system of the Subscribers’ personal data for the purpose of providing electronic communications services, sending bills, notices regarding changes to tariffs or package discount offers, notifications regarding new services and for communication purposes with the Subscribers throughout the validity of their contract and is committed, in accordance to the enforcement of any undischarged obligations owing NEC Display existing at the time of terminationlegislation regarding personal data, to take all necessary measures to respect Subscribers’ privacy.
10.7 Upon 12.3 Cyta shall use the Subscriber's personal data for the creation and publication of Telephone Directories in any termination of this Agreement, any orders outstanding form and unshipped as of the termination date shall be deemed canceled and NEC Display shall have no obligation to fill samedescription. If this Agreement is terminated by either party with advance notice, NEC Display The Subscriber shall have the right to reject all or part of any orders received from Reseller during request not to be included in the Telephone Directories Database.
12.4 Cyta shall use the Subscriber's data only for the purpose for which they are provided.
12.5 Traffic and/or billing data shall be retained only for the period after notice but prior to provided in the effective date of termination (hereinafter called “the final period”) if availability of the Products is insufficient at that time to meet the needs of NEC Display and its customers fully. In any event, NEC Display may limit shipments during the final period to an amount not exceeding Reseller’s average monthly purchases from NEC Display during the three (3) months prior to the month in which notice of termination is provided. Notwithstanding any credit terms made available to Reseller prior to that time, any of the Products shipped by NEC Display to reseller during final period must be paid by certified or cashier’s check prior to shipmentapplicable Cyprus legislation.
10.8 In 12.6 The Subscribers may be informed about the event categories of personal data that NEC Display terminated this Agreement without causeare being processed by Cyta, within ten (10) days following the effective date of processing undertaken by Cyta, their retention period and the Subscribers’ rights act Cyta’s Privacy Policy found at xxx.xxxx.xxx.xx/xxxxxxx-xxxxxx and at any such termination. Reseller may submit to NEC Display a list of all new and current Products (finished goods) sold by NEC Display to Reseller and remaining in Reseller’s inventory. NEC Display shall be obligated to repurchase an amount of said Products equal to the ninety (90) day average amount of Products Reseller purchased during the last twelve (12) month period. Reseller at Reseller’s expense, shall cause those Products to be delivered to such location(s) in the United States as NEC Display may designate. NEC Display shall have the right to inspect all returned merchandise before establishing final disposition and shall be entitled to reject and return to Reseller, freight collect, any Products which in NEC Display’s sole judgment, are in unacceptable condition. Reseller shall be credited at the original purchase price paid by Reseller for any such Products, less any price protection credits already issued by NEC Display. Within ten (10) days following the effective date of any termination of this Agreement by Reseller, with or without cause, or by NEC Display for cause, or for no cause upon once hundred and eighty or more days notice, Reseller, upon request by NEC Display, shall submit to NEC Display a list of all then new and current Products sold by NEC Display to Reseller and remaining in Reseller’s inventory in the original, undamaged, unopened shipping carton as of the effective date of termination. NEC Display shall have the option to repurchase any or all of said Products. Reseller, at NEC Display’s expense, shall cause those Products to be delivered to such location(s) in the U. S. as NEC Display may designate. If NEC Display desires to exercise its option hereunder, it shall notify Reseller within thirty (30) days after receipt of the Product list from Reseller. NEC Display shall have the right to inspect all returned merchandise before establishing final disposition and shall be entitled to reject and return to Reseller, freight collect, any Products which in NEC Display’s sole judgment, are in unacceptable condition. Reseller shall be credited at the original purchase price paid by Reseller for any such Products, less any price protection credits already issued by NEC DisplayCytashop.
10.9 THIS AGREEMENT IS BEING EXECUTED BY THE PARTIES WITH THE UNDERSTANDING THAT IT MAY BE TERMINATED AT ANY TIME AS PROVIDED HEREIN. NEITHER PARTY SHALL BE LIABLE TO THE OTHER UNDER ANY LEGAL OR EQUITABLE THEORY, FOR COMPENSATION, REIMBURSEMENT FOR INVESTMENTS OR EXPENSES, LOST PROFITS, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY OTHER KIND OR CHARACTER AS A RESULT OF ANY TERMINATION OF THIS AGREEMENT.
Appears in 1 contract
Samples: General Agreement for the Provision of Electronic Communication Services
Duration of Agreement & Termination. 10.1 12.1 This Agreement shall become effective on the date this Agreement is signed by both parties upon its signature and shall remain in full force and effect for an initial term of five (5) years, and unless until terminated sooner as hereinafter provided, this Agreement will automatically renew for additional twelve (12)-month successive terms.
10.2 Either party by either Party pursuant to the terms herein. Each Party may terminate this Agreement if or its applicability with respect to certain Contractual Products without cause by giving the other party commits Party three (3) months prior written notice.
12.2 Notwithstanding the provisions of Subsection 12.1, either Party is entitled to terminate this Agreement prematurely and with immediate effect, if:
12.2.1 there exists a Force Majeure or other circumstance beyond a Party's reasonable control which hinders the Party's performance under this Agreement for more than three (3) months;
12.2.2 a petition is filed against the other Party under the provisions of the applicable laws of insolvency;
12.2.3 the other Party materially breaches this Agreement so that the adherence of the terminating Party to this Agreement cannot reasonably be expected. Material breach means, in particular but not limited to, that either Party is in arrears with respect to its payment commitments and fails to make a payment of the outstanding amount within seven (7) days upon receipt of a written notice of such non-payment; [MultiNet] - without the prior written consent of DarkPulse - sells or offers for sale, directly or indirectly, within the Territory any obligation hereunder product manufactured by others or itself which competes with any of the Contractual Products and fails to remedy this breach within seven (7) days upon receipt of a written notice; either Party violates applicable anti-trust and anticorruption laws.
12.3 Notice of termination shall be given by registered letter. If transmittal by registered letter is not remedied within thirty (30) days possible, any other form of receipt of written notice specifying such breach. In said event, the Agreement will immediately terminate at the end of the thirty (30) daystransmittal shall be deemed sufficient.
10.3 Cause 12.4 [MultiNet] shall exist for ensure that, upon termination by either party if the other party attempts to assign of this Agreement, except under circumstances permitted under all sub-agreements entered into by it shall be canceled such that, to the extent feasible, they expire on the date of termination of this Agreement. However, liquidates or terminates its business, is adjudicated a bankrupt, makes an assignment for the benefit of creditors, invokes the provisions of any law for the relief of debtors, or files or has filed against it any similar proceeding.
10.4 Each party acknowledges that the other has made no commitments regarding the term or renewal termination of this Agreement beyond those expressly stated herein. Either party may terminate this Agreement without cause at any time upon ninety ( 90 ) days written notice. EACH PARTY ACKNOWLEDGES THAT SUCH A PERIOD IS ADEQUATE TO ALLOW IT TO TAKE ALL ACTIONS REQUIRED TO ADJUST ITS BUSINESS OPERATIONS IN ANTICIPATION OF TERMINATION.
10.5 Upon termination or expiration of this Agreement for any reason, Reseller will immediately cease to be an NEC Display Authorized Reseller and will refrain from representing itself as such and from using any NEC Display trademark or trade name.
10.6 Termination of this Agreement shall does not affect any order received by DarkPulse prior to the effective date of Reseller’s pre-termination.
12.5 Upon termination obligations; includingof the Agreement, [MultiNet] shall promptly return to DarkPulse all business records and any copies thereof (in particular, but not limited to, any outstanding payment obligations hereundertechnical data and drawings, price lists, advertising material) which have been made available to [MultiNet] by DarkPulse. Any Notwithstanding the foregoing, insofar as such business records are necessary for the execution of orders already received or offers which were submitted as binding prior to the termination, the business records shall be immediately handed over to DarkPulse after the performance of said order or offer has been completed. Upon termination of the Agreement, [MultiNet] shall have the right to freely sell its existing stocks of Contractual Products. [MultiNet] has no rights to return Contractual Products to DarkPulse or request DarkPulse to re-purchase such unsold Contractual Products, unless otherwise agreed upon with respect to stock management under Annex 2 of this Agreement.
12.6 All notices which either of the Parties is required or desires to serve upon the other pursuant to the terms of this Agreement shall be without prejudice to the enforcement of any undischarged obligations owing NEC Display existing at the time of termination.
10.7 Upon any termination of this Agreement, any orders outstanding in writing and unshipped as of the termination date shall be deemed canceled and NEC Display shall have no obligation to fill same. If this Agreement is terminated by either party with advance notice, NEC Display shall have the right to reject all or part of any orders received from Reseller during the period after notice but prior to the effective date of termination (hereinafter called “the final period”) if availability of the Products is insufficient at that time to meet the needs of NEC Display and its customers fully. In any event, NEC Display may limit shipments during the final period to an amount not exceeding Reseller’s average monthly purchases from NEC Display during the three (3) months prior to the month in which notice of termination is provided. Notwithstanding any credit terms made available to Reseller prior to that time, any of the Products shipped by NEC Display to reseller during final period must be paid by certified or cashier’s check prior to shipment.
10.8 In the event that NEC Display terminated this Agreement without cause, within ten (10) days following the effective date of any such termination. Reseller may submit to NEC Display a list of all new and current Products (finished goods) sold by NEC Display to Reseller and remaining in Reseller’s inventory. NEC Display shall be obligated to repurchase an amount of said Products equal to the ninety (90) day average amount of Products Reseller purchased during the last twelve (12) month period. Reseller at Reseller’s expense, shall cause those Products to be delivered to such location(sthe following addresses: to DarkPulse: DarkPulse, Inc. 000 Xxxxxx Xxxxxx Suite 1155 Houston, TX 77002 Phone: (000) in the United States as NEC Display may designate000-0000 Attn: Xxxxxx X’Xxxxx, CEO to [MultiNet]: Office no. NEC Display shall have the right to inspect all returned merchandise before establishing final disposition and shall be entitled to reject and return to Reseller000, freight collectXxxxx Xxxxx Xxxxxxxx, any Products which in NEC Display’s sole judgmentXxxx 305 Al-Teseen Southern Street, are in unacceptable condition. Reseller shall be credited at the original purchase price paid by Reseller for any such ProductsSecond Sector, less any price protection credits already issued by NEC Display. Within ten (10) days following the effective date of any termination of this Agreement by ResellerFifth Settlement New Cairo, with or without causeCairo, or by NEC Display for cause, or for no cause upon once hundred and eighty or more days notice, Reseller, upon request by NEC Display, shall submit to NEC Display a list of all then new and current Products sold by NEC Display to Reseller and remaining in Reseller’s inventory in the original, undamaged, unopened shipping carton as of the effective date of termination. NEC Display shall have the option to repurchase any or all of said Products. Reseller, at NEC Display’s expense, shall cause those Products to be delivered to such location(s) in the U. S. as NEC Display may designate. If NEC Display desires to exercise its option hereunder, it shall notify Reseller within thirty (30) days after receipt of the Product list from Reseller. NEC Display shall have the right to inspect all returned merchandise before establishing final disposition and shall be entitled to reject and return to Reseller, freight collect, any Products which in NEC Display’s sole judgment, are in unacceptable condition. Reseller shall be credited at the original purchase price paid by Reseller for any such Products, less any price protection credits already issued by NEC Display.
10.9 THIS AGREEMENT IS BEING EXECUTED BY THE PARTIES WITH THE UNDERSTANDING THAT IT MAY BE TERMINATED AT ANY TIME AS PROVIDED HEREIN. NEITHER PARTY SHALL BE LIABLE TO THE OTHER UNDER ANY LEGAL OR EQUITABLE THEORY, FOR COMPENSATION, REIMBURSEMENT FOR INVESTMENTS OR EXPENSES, LOST PROFITS, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY OTHER KIND OR CHARACTER AS A RESULT OF ANY TERMINATION OF THIS AGREEMENT.Egypt
Appears in 1 contract
Duration of Agreement & Termination. 10.1 This Agreement shall become effective on the date this Agreement is signed by both parties and shall remain in full force and effect for an A. The initial term of five (5) years, and unless terminated sooner as hereinafter provided, this Agreement will automatically renew for additional twelve (12)-month successive terms.
10.2 Either party may terminate this Agreement if the other party commits a breach of any obligation hereunder which is not remedied within thirty (30) days of receipt of written notice specifying such breach. In said event, the Agreement will immediately terminate at the end of the thirty (30) days.
10.3 Cause shall exist for termination by either party if the other party attempts to assign this Agreement, except under circumstances permitted under this Agreement, liquidates or terminates its business, is adjudicated a bankrupt, makes an assignment for the benefit of creditors, invokes the provisions of any law for the relief of debtors, or files or has filed against it any similar proceeding.
10.4 Each party acknowledges that the other has made no commitments regarding the term or renewal of this Agreement beyond those expressly stated herein. Either party may terminate this Agreement without cause at any time upon ninety ( 90 ) days written notice. EACH PARTY ACKNOWLEDGES THAT SUCH A PERIOD IS ADEQUATE TO ALLOW IT TO TAKE ALL ACTIONS REQUIRED TO ADJUST ITS BUSINESS OPERATIONS IN ANTICIPATION OF TERMINATION.
10.5 Upon termination or expiration of this Agreement for any reason, Reseller will immediately cease to be an NEC Display Authorized Reseller and will refrain from representing itself as such and from using any NEC Display trademark or trade name.
10.6 Termination of this Agreement shall not affect any of Reseller’s pre-termination obligations; including, but not limited to, any outstanding payment obligations hereunder. Any termination of this Agreement shall be from the date hereof through the last day of December 2005. This Agreement automatically shall be extended for an additional one-year term upon the expiration of the initial term or any extension term, unless either party has exercised its termination or non-extension rights pursuant to subsection B. Notwithstanding anything contained herein, Distributor may terminate this Agreement at any time for failure to meet the Product Specification Agreement and ATP, or failure to timely deliver Product.
B. Either party shall be entitled to refrain from extending the duration of this Agreement upon the expiration of the initial term or any extension term or may terminate this Agreement during any term. Any such non-extension or termination may be at will, with or without prejudice cause, provided that the non-extending or terminating party provides at least thirty 30 days advance written notice thereof to the enforcement other party.
C. Upon issuance of any undischarged obligations owing NEC Display existing at the time notice of termination.
10.7 Upon any non-extension or termination of this Agreementhereunder, any orders outstanding submitted by Distributor and unshipped as of the termination date shall be deemed canceled and NEC Display shall have no obligation to fill same. If this Agreement is terminated accepted by either party with advance notice, NEC Display shall have the right to reject all or part of any orders received from Reseller during the period after notice but prior to the effective date of termination (hereinafter called “RK within the final period”) if availability of the Products is insufficient at that time to meet the needs of NEC Display and its customers fully. In any event, NEC Display may limit shipments during the final period to an amount not exceeding Reseller’s average monthly purchases from NEC Display during the three (3) months prior to the month in which notice of termination is provided. Notwithstanding any credit terms made available to Reseller prior to that time, any of the Products shipped by NEC Display to reseller during final 30-day period must be paid for by certified or cashier’s check prior to shipment, notwithstanding any credit terms made available to Distributor previously by RK, and shall be timely shipped by XX
X. This agreement is executed by both RK and distributor with full knowledge of the parties’ non-extension and termination rights hereunder. Neither party shall be liable to the other for compensation, reimbursement for investments or expenses, lost profits, incidental or consequential damages, or damages of any other kind or character, because of any exercise of such rights.
10.8 In E. Notwithstanding anything to the event that NEC Display terminated contrary contained herein, neither the non-extension nor the termination of this Agreement without causeshall release Distributor from any obligation to pay any sums on guaranteed purchase orders of Products shipped to and received by Distributor prior to the non-extension or termination of this agreement.
F. Upon any non-extension or termination of this Agreement, within ten (10) days following RK at its option, shall have the effective date of right, but shall not be obligated, to repurchase from Distributor any such terminationor all RK Products then in the Distributor’s inventory at a price agreed by the parties but not less than the original price to Distributor. Reseller may submit to NEC Display If requested by RK, Distributor shall provide RK with a list of all new and current its RK inventory to assist RK in such determination. Any Products (finished goods) sold selected for re-purchase by NEC Display to Reseller and remaining in Reseller’s inventory. NEC Display RK shall be obligated shipped by Distributor to repurchase an amount of said Products equal to the ninety (90) day average amount of Products Reseller purchased during the last twelve (12) month period. Reseller at Reseller’s expenseRK, shall cause those Products to be delivered to such location(s) in the United States as NEC Display may designate. NEC Display FOB RK, and RK shall have the right to inspect all returned such merchandise when received before establishing final disposition and shall be entitled to reject and return to Reseller, freight collect, any Products which in NEC Display’s sole judgment, are in unacceptable condition. Reseller shall be credited at the original purchase price paid by Reseller for any such Products, less any price protection credits already issued by NEC Display. Within ten (10) days following the effective date of any termination of this Agreement by Reseller, with or without cause, or by NEC Display for cause, or for no cause upon once hundred and eighty or more days notice, Reseller, upon request by NEC Display, shall submit to NEC Display a list of all then new and current Products sold by NEC Display to Reseller and remaining in Reseller’s inventory in the original, undamaged, unopened shipping carton as of the effective date of termination. NEC Display shall have the option to repurchase any or all of said Products. Reseller, at NEC Display’s expense, shall cause those Products to be delivered to such location(s) in the U. S. as NEC Display may designate. If NEC Display desires to exercise its option hereunder, it shall notify Reseller within thirty (30) days after receipt of the Product list from Reseller. NEC Display shall have the right to inspect all returned merchandise before establishing final disposition and shall be entitled to reject and return to Reseller, freight collect, any Products which in NEC Display’s sole judgment, are in unacceptable condition. Reseller shall be credited at the original purchase price paid by Reseller for any such Products, less any price protection credits already issued by NEC Displaydisposition.
10.9 THIS AGREEMENT IS BEING EXECUTED BY THE PARTIES WITH THE UNDERSTANDING THAT IT MAY BE TERMINATED AT ANY TIME AS PROVIDED HEREIN. NEITHER PARTY SHALL BE LIABLE TO THE OTHER UNDER ANY LEGAL OR EQUITABLE THEORY, FOR COMPENSATION, REIMBURSEMENT FOR INVESTMENTS OR EXPENSES, LOST PROFITS, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY OTHER KIND OR CHARACTER AS A RESULT OF ANY TERMINATION OF THIS AGREEMENT.
Appears in 1 contract
Samples: Master Distributor Agreement (Varitek Industries Inc)
Duration of Agreement & Termination. 10.1 A. This Agreement shall become effective on remain in effect for one year following the date shown at the beginning of this Agreement is signed by both parties and shall remain in full force and effect for an initial term of five (5) yearsAgreement, and unless terminated sooner as hereinafter providedprovided in subparagraph B., this Agreement will and thereafter shall automatically renew be extended for additional twelve (12)-month successive terms.
10.2 one-year periods until terminated as provided herein. Either party may by thirty days advance, written notice to the other party terminate this Agreement if on the other party commits a breach expiration of any obligation hereunder which one-year term. NEITHER PARTY SHALL BE OBLIGATED TO CONTINUE THIS AGREEMENT UPON THE EXPIRATION OF THE INITIAL TERM OR ANY SUCCEEDING TERM.
B. Either Representative or the Company may terminate this Agreement, at will, at any time during the initial term or any succeeding term, and such termination may be either with or without cause. If the termination is not remedied within without cause, thirty (30) days of receipt of advance written notice specifying such breachmust be provided by the terminating party to the other party. In said event, the Agreement will immediately terminate at the end of the thirty EACH PARTY ACKNOWLEDGES THAT SUCH THIRTY (30) daysDAY PERIOD IS ADEQUATE TO ALLOW IT TO TAKE ALL ACTIONS REQUIRED TO ADJUST ITS BUSINESS OPERATIONS IN ANTICIPATION OF TERMINATION. If the termination is for cause, no advance notice shall be required, but may be provided at the option of the terminating party. "Cause" for purposes of this paragraph shall include, but not necessarily be limited to, the following:
i) In the case of termination by Representative, cause shall exist if the Company materially breaches any provision of this Agreement.
10.3 ii) In the case of termination by the Company, cause shall exist:
a) If Representative fails to achieve any sales quota(s) assigned by the Company, fails to satisfy any of its other responsibilities provided in Paragraph 2 hereof, breaches Paragraph 7 of this Agreement, or breaches any other provision of this Agreement; or
b) If Representative is unable, by reason of illness or disability of any of its employees, to perform any of its responsibilities hereunder; or
c) If Representative sells its business or merges its business with another company, or if there is any other change in the management or control of Representative's business.
iii) Cause shall exist for termination by either party if the other party assigns or attempts to assign this Agreement, except under circumstances as permitted under this Agreementhereunder, liquidates or terminates its business, is adjudicated a bankrupt, makes an assignment for the benefit of creditors, invokes the provisions of any law for the relief of debtors, or files or has filed against it any similar proceeding.
10.4 Each party acknowledges that the other has made no commitments regarding the term or renewal of this Agreement beyond those expressly stated herein. Either party may terminate this Agreement without cause at any time upon ninety ( 90 ) days written notice. EACH PARTY ACKNOWLEDGES THAT SUCH A PERIOD IS ADEQUATE TO ALLOW IT TO TAKE ALL ACTIONS REQUIRED TO ADJUST ITS BUSINESS OPERATIONS IN ANTICIPATION OF TERMINATION.
10.5 Upon termination or expiration of this Agreement for any reason, Reseller will immediately cease to be an NEC Display Authorized Reseller and will refrain from representing itself as such and from using any NEC Display trademark or trade name.
10.6 Termination of this Agreement shall not affect any of Reseller’s pre-termination obligations; including, but not limited to, any outstanding payment obligations hereunder. Any termination of this Agreement shall be without prejudice to the enforcement of any undischarged obligations owing NEC Display existing at the time of termination.
10.7 C. Upon any expiration or termination of this Agreement, Representative shall cease holding itself out in any orders outstanding fashion as a sales representative for the Company, and unshipped as of shall return to the termination date shall be deemed canceled Company, all sales literature, price lists, customer lists and NEC Display shall have no obligation any other documents, materials or tangible items pertaining to fill same. If this Agreement is terminated by either party the Company's business, with advance notice, NEC Display shall have the right to reject all or part exception of any orders received from Reseller during the period after notice but prior to the effective date of termination (hereinafter called “the final period”) if availability of the Products is insufficient at that time to meet the needs of NEC Display and its customers fully. In any eventCompany Product, NEC Display which may limit shipments during the final period to an amount not exceeding Reseller’s average monthly purchases from NEC Display during the three (3) months prior to the month in which notice of termination is provided. Notwithstanding any credit terms made available to Reseller prior to that time, any of the Products shipped have been purchased by NEC Display to reseller during final period must be paid by certified or cashier’s check prior to shipmentRepresentative.
10.8 In the event that NEC Display terminated this Agreement without cause, within ten (10) days following the effective date of any such termination. Reseller may submit to NEC Display a list of all new and current Products (finished goods) sold by NEC Display to Reseller and remaining in Reseller’s inventory. NEC Display shall be obligated to repurchase an amount of said Products equal to the ninety (90) day average amount of Products Reseller purchased during the last twelve (12) month period. Reseller at Reseller’s expense, shall cause those Products to be delivered to such location(s) in the United States as NEC Display may designate. NEC Display shall have the right to inspect all returned merchandise before establishing final disposition and shall be entitled to reject and return to Reseller, freight collect, any Products which in NEC Display’s sole judgment, are in unacceptable condition. Reseller shall be credited at the original purchase price paid by Reseller for any such Products, less any price protection credits already issued by NEC Display. Within ten (10) days following the effective date of any termination of this Agreement by Reseller, with or without cause, or by NEC Display for cause, or for no cause upon once hundred and eighty or more days notice, Reseller, upon request by NEC Display, shall submit to NEC Display a list of all then new and current Products sold by NEC Display to Reseller and remaining in Reseller’s inventory in the original, undamaged, unopened shipping carton as of the effective date of termination. NEC Display shall have the option to repurchase any or all of said Products. Reseller, at NEC Display’s expense, shall cause those Products to be delivered to such location(s) in the U. S. as NEC Display may designate. If NEC Display desires to exercise its option hereunder, it shall notify Reseller within thirty (30) days after receipt of the Product list from Reseller. NEC Display shall have the right to inspect all returned merchandise before establishing final disposition and shall be entitled to reject and return to Reseller, freight collect, any Products which in NEC Display’s sole judgment, are in unacceptable condition. Reseller shall be credited at the original purchase price paid by Reseller for any such Products, less any price protection credits already issued by NEC Display.
10.9 D. THIS AGREEMENT IS BEING EXECUTED BY BOTH THE PARTIES COMPANY AND REPRESENTATIVE WITH THE UNDERSTANDING KNOWLEDGE THAT IT MAY BE TERMINATED AT ANY TIME AS PROVIDED HEREINBY THE OTHER PARTY. NEITHER PARTY REPRESENTATIVE NOR THE COMPANY SHALL BE LIABLE TO THE OTHER UNDER ANY LEGAL OR EQUITABLE THEORY, FOR COMPENSATION, REIMBURSEMENT FOR INVESTMENTS OR EXPENSES, LOST PROFITS, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY OTHER KIND OR CHARACTER AS A RESULT CHARACTER, BECAUSE OF ANY TERMINATION EXERCISE OF ITS RIGHT TO TERMINATE THIS AGREEMENT.
Appears in 1 contract
Duration of Agreement & Termination. 10.1 This Agreement shall become effective on the date this Agreement is signed by both parties and shall remain in full force and effect for an A. The initial term of five (5) years, and unless terminated sooner as hereinafter provided, this Agreement will automatically renew for additional twelve (12)-month successive terms.
10.2 Either party may terminate this Agreement if the other party commits a breach of any obligation hereunder which is not remedied within thirty (30) days of receipt of written notice specifying such breach. In said event, the Agreement will immediately terminate at the end of the thirty (30) days.
10.3 Cause shall exist for termination by either party if the other party attempts to assign this Agreement, except under circumstances permitted under this Agreement, liquidates or terminates its business, is adjudicated a bankrupt, makes an assignment for the benefit of creditors, invokes the provisions of any law for the relief of debtors, or files or has filed against it any similar proceeding.
10.4 Each party acknowledges that the other has made no commitments regarding the term or renewal of this Agreement beyond those expressly stated herein. Either party may terminate this Agreement without cause at any time upon ninety ( 90 ) days written notice. EACH PARTY ACKNOWLEDGES THAT SUCH A PERIOD IS ADEQUATE TO ALLOW IT TO TAKE ALL ACTIONS REQUIRED TO ADJUST ITS BUSINESS OPERATIONS IN ANTICIPATION OF TERMINATION.
10.5 Upon termination or expiration of this Agreement for any reason, Reseller will immediately cease to be an NEC Display Authorized Reseller and will refrain from representing itself as such and from using any NEC Display trademark or trade name.
10.6 Termination of this Agreement shall not affect any of Reseller’s pre-termination obligations; including, but not limited to, any outstanding payment obligations hereunder. Any termination of this Agreement shall be from the Execution Date and shall last for two years. This Agreement automatically shall be extended for an additional one-year term upon the expiration of the initial term or any extension term, unless either party has exercised its termination or non-extension rights pursuant to subsection B, or pursuant to any terms governing termination included in the Agreement.
B. Either party shall be entitled to refrain from extending the duration of this Agreement upon the expiration of the initial term or any extension term or may terminate this Agreement during any term. Any such non-extension or termination may be at will, with or without prejudice cause, provided that the non-extending or terminating party provides at least thirty 60 days advance written notice thereof to the enforcement other party.
C. Upon issuance of any undischarged obligations owing NEC Display existing at the time notice of termination.
10.7 Upon any non-extension or termination of this Agreementhereunder, any orders outstanding submitted by Distributor and unshipped as of the termination date shall be deemed canceled and NEC Display shall have no obligation to fill same. If this Agreement is terminated accepted by either party with advance notice, NEC Display shall have the right to reject all or part of any orders received from Reseller during the period after notice but prior to the effective date of termination (hereinafter called “IPDG within the final period”) if availability of the Products is insufficient at that time to meet the needs of NEC Display and its customers fully. In any event, NEC Display may limit shipments during the final period to an amount not exceeding Reseller’s average monthly purchases from NEC Display during the three (3) months prior to the month in which notice of termination is provided. Notwithstanding any credit terms made available to Reseller prior to that time, any of the Products shipped by NEC Display to reseller during final 30-day period must be paid for by certified or cashier’s check prior to shipment, notwithstanding any credit terms made available to Distributor previously by IPDG, and shall be timely shipped by XXXX
X. This agreement is executed by both IPDG and Distributor with full knowledge of the parties’ non-extension and termination rights hereunder. Neither party shall be liable to the other for compensation, reimbursement for investments or expenses, lost profits, incidental or consequential damages, or damages of any other kind or character, because of any exercise of such rights.
10.8 In E. Notwithstanding anything to the event that NEC Display terminated contrary contained herein, neither the non-extension nor the termination of this Agreement without causeshall release Distributor from any obligation to pay any sums on guaranteed purchase orders of Products shipped to and received by Distributor prior to the non-extension or termination of this agreement.
F. Upon any non-extension or termination of this Agreement, within ten (10) days following IPDG at its sole option, shall have the effective date of right, but shall not be obligated, to repurchase from Distributor any such terminationor all IPDG Products then in the Distributor’s inventory at a price agreed by the parties but not less than the original price to Distributor. Reseller may submit to NEC Display If requested by IPDG, Distributor shall provide IPDG with a list of all new and current its IPDG inventory to assist IPDG in such determination. Any Products (finished goods) sold selected for re-purchase by NEC Display to Reseller and remaining in Reseller’s inventory. NEC Display IPDG shall be obligated shipped by Distributor to repurchase an amount of said Products equal to the ninety (90) day average amount of Products Reseller purchased during the last twelve (12) month period. Reseller at Reseller’s expenseIPDG, shall cause those Products to be delivered to such location(s) in the United States as NEC Display may designate. NEC Display FOB IPDG, and IPDG shall have the right to inspect all returned such merchandise when received before establishing final disposition and shall be entitled to reject and return to Reseller, freight collect, any Products which in NEC Display’s sole judgment, are in unacceptable condition. Reseller shall be credited at the original purchase price paid by Reseller for any such Products, less any price protection credits already issued by NEC Display. Within ten (10) days following the effective date of any termination of this Agreement by Reseller, with or without cause, or by NEC Display for cause, or for no cause upon once hundred and eighty or more days notice, Reseller, upon request by NEC Display, shall submit to NEC Display a list of all then new and current Products sold by NEC Display to Reseller and remaining in Reseller’s inventory in the original, undamaged, unopened shipping carton as of the effective date of termination. NEC Display shall have the option to repurchase any or all of said Products. Reseller, at NEC Display’s expense, shall cause those Products to be delivered to such location(s) in the U. S. as NEC Display may designate. If NEC Display desires to exercise its option hereunder, it shall notify Reseller within thirty (30) days after receipt of the Product list from Reseller. NEC Display shall have the right to inspect all returned merchandise before establishing final disposition and shall be entitled to reject and return to Reseller, freight collect, any Products which in NEC Display’s sole judgment, are in unacceptable condition. Reseller shall be credited at the original purchase price paid by Reseller for any such Products, less any price protection credits already issued by NEC Displaydisposition.
10.9 THIS AGREEMENT IS BEING EXECUTED BY THE PARTIES WITH THE UNDERSTANDING THAT IT MAY BE TERMINATED AT ANY TIME AS PROVIDED HEREIN. NEITHER PARTY SHALL BE LIABLE TO THE OTHER UNDER ANY LEGAL OR EQUITABLE THEORY, FOR COMPENSATION, REIMBURSEMENT FOR INVESTMENTS OR EXPENSES, LOST PROFITS, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY OTHER KIND OR CHARACTER AS A RESULT OF ANY TERMINATION OF THIS AGREEMENT.
Appears in 1 contract
Samples: Master Distributor Agreement (Visual Management Systems Inc)
Duration of Agreement & Termination. 10.1 A. This Agreement shall become effective on the date this Agreement is signed by both parties and shall remain in full force and effect for an initial term of five (5) yearsuntil 5 PM, and PST, January 31, 2015, unless terminated sooner as hereinafter providedprovided in subparagraph B., or unless extended for an additional period. Any such extension shall be operative only if effectuated by a written instrument executed by both parties. NEITHER PARTY SHALL BE OBLIGATED TO EXTEND THE DURATION OF THIS AGREEMENT UPON THE EXPIRATION OF THE INITIAL TERM OR ANY SUCCEEDING TERM. Although either party may elect to provide the other with advance notice of any intention not to extend this Agreement will automatically renew for additional twelve (12)-month successive termsupon its expiration, such notice shall not be required, it being understood that the notice provisions of subparagraph B apply solely to termination prior to expiration.
10.2 B. Either party Representative or the Company may terminate this Agreement Agreement, at will, at any time during the initial term or any succeeding term, and such termination may be either with or without cause. If the termination is without cause, Three Hundred and Sixty Five (365) days advance written notice must be provided by the terminating party to the other party. EACH PARTY ACKNOWLEDGES THAT SUCH THREE HUNDRED SIXTY-FIVE (365) DAY PERIOD IS ADEQUATE TO ALLOW IT TO TAKE ALL ACTIONS REQUIRED TO ADJUST ITS BUSINESS OPERATIONS IN ANTICIPATION OF TERMINATION. If the termination is for cause, no advance notice shall be required, but may be provided at the option of the terminating party. "Cause" for purposes of this paragraph shall include, but not necessarily be limited to, the following:
i) In the case of termination by Representative, cause shall exist if the other party commits a breach Company materially breaches any provision of any obligation hereunder which is not remedied within thirty (30) days of receipt of written notice specifying such breach. In said event, the Agreement will immediately terminate at the end of the thirty (30) daysthis Agreement.
10.3 ii) In the case of termination by the Company, cause shall exist if the Representative materially breaches any provision of this Agreement.
iii) Cause shall exist for termination by either party if the other party assigns or attempts to assign this Agreement, except under circumstances as permitted under this Agreementhereunder, liquidates or terminates its business, is adjudicated a bankrupt, makes an assignment for the benefit of creditors, invokes the provisions of any law for the relief of debtors, or files or has filed against it any similar proceeding.
10.4 Each party acknowledges that iv) If the other has made no commitments regarding the term or renewal of grounds for an early termination to this Agreement beyond those expressly stated hereinare reached as a result of any event referred to in 13. Either I; ii; or iii, then the breached or damaged party may terminate may, at its sole discretion, waive its rights to termination provided that it has been furnished with immediate notification of said breach. This clause for discretion by the offended party shall supersede the automatic termination provided for elsewhere in this Agreement without cause at any time upon ninety ( 90 ) days written notice. EACH PARTY ACKNOWLEDGES THAT SUCH A PERIOD IS ADEQUATE TO ALLOW IT TO TAKE ALL ACTIONS REQUIRED TO ADJUST ITS BUSINESS OPERATIONS IN ANTICIPATION OF TERMINATIONAgreement.
10.5 Upon termination or expiration of this Agreement for any reason, Reseller will immediately cease to be an NEC Display Authorized Reseller and will refrain from representing itself as such and from using any NEC Display trademark or trade name.
10.6 Termination of this Agreement shall not affect any of Reseller’s pre-termination obligations; including, but not limited to, any outstanding payment obligations hereunder. Any termination of this Agreement shall be without prejudice to the enforcement of any undischarged obligations owing NEC Display existing at the time of termination.
10.7 C. Upon any expiration or termination of this Agreement, Representative shall cease holding itself out in any orders outstanding fashion as a sales representative for the Company, and unshipped as of shall return to the termination date shall be deemed canceled Company, all sales literature, price lists, customer lists and NEC Display shall have no obligation any other documents, materials or tangible items pertaining to fill same. If this Agreement is terminated by either party the Company's business, with advance notice, NEC Display shall have the right to reject all or part exception of any orders received from Reseller during Company Product, which may have been purchased by Representative. Company agrees that the period after notice but prior information of customers that have been sourced and serviced by the Representative belongs jointly to the effective date Representative and the Company, and the Representative is entitled to keep and use that information only in future business after the expiration of termination (hereinafter called “the final period”) if availability of the Products is insufficient at that time to meet the needs of NEC Display and its customers fully. In any event, NEC Display may limit shipments during the final period to an amount not exceeding Reseller’s average monthly purchases from NEC Display during the three (3) months prior to the month in which notice of termination is provided. Notwithstanding any credit terms made available to Reseller prior to that time, any of the Products shipped by NEC Display to reseller during final period must be paid by certified or cashier’s check prior to shipmentthis Agreement.
10.8 In the event that NEC Display terminated this Agreement without cause, within ten (10) days following the effective date of any such termination. Reseller may submit to NEC Display a list of all new and current Products (finished goods) sold by NEC Display to Reseller and remaining in Reseller’s inventory. NEC Display shall be obligated to repurchase an amount of said Products equal to the ninety (90) day average amount of Products Reseller purchased during the last twelve (12) month period. Reseller at Reseller’s expense, shall cause those Products to be delivered to such location(s) in the United States as NEC Display may designate. NEC Display shall have the right to inspect all returned merchandise before establishing final disposition and shall be entitled to reject and return to Reseller, freight collect, any Products which in NEC Display’s sole judgment, are in unacceptable condition. Reseller shall be credited at the original purchase price paid by Reseller for any such Products, less any price protection credits already issued by NEC Display. Within ten (10) days following the effective date of any termination of this Agreement by Reseller, with or without cause, or by NEC Display for cause, or for no cause upon once hundred and eighty or more days notice, Reseller, upon request by NEC Display, shall submit to NEC Display a list of all then new and current Products sold by NEC Display to Reseller and remaining in Reseller’s inventory in the original, undamaged, unopened shipping carton as of the effective date of termination. NEC Display shall have the option to repurchase any or all of said Products. Reseller, at NEC Display’s expense, shall cause those Products to be delivered to such location(s) in the U. S. as NEC Display may designate. If NEC Display desires to exercise its option hereunder, it shall notify Reseller within thirty (30) days after receipt of the Product list from Reseller. NEC Display shall have the right to inspect all returned merchandise before establishing final disposition and shall be entitled to reject and return to Reseller, freight collect, any Products which in NEC Display’s sole judgment, are in unacceptable condition. Reseller shall be credited at the original purchase price paid by Reseller for any such Products, less any price protection credits already issued by NEC Display.
10.9 D. THIS AGREEMENT IS BEING EXECUTED BY BOTH THE PARTIES COMPANY AND REPRESENTATIVE WITH THE UNDERSTANDING KNOWLEDGE THAT IT MAY BE TERMINATED AT ANY TIME AS PROVIDED HEREINOR NOT EXTENDED. NEITHER PARTY REPRESENTATIVE NOR THE COMPANY SHALL BE LIABLE TO THE OTHER UNDER ANY LEGAL OR EQUITABLE THEORY, FOR COMPENSATION, REIMBURSEMENT FOR INVESTMENTS OR EXPENSES, LOST PROFITS, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY OTHER KIND OR CHARACTER AS A RESULT CHARACTER, BECAUSE OF ANY TERMINATION EXERCISE OF ITS RIGHT TO TERMINATE THIS AGREEMENT, AS PROVIDED HEREUNDER, OR BECAUSE OF ANY ELECTION TO REFRAIN FROM EXTENDING THE DURATION OF THIS AGREEMENTAGREEMENT UPON THE EXPIRATION OF THE INITIAL TERM OR ANY SUCCEEDING TERM.
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Samples: Independent Sales and Marketing Representative Agreement (Golden Aria Corp.)
Duration of Agreement & Termination. 10.1 A. This Agreement shall become effective on remain in effect until midnight of the last day of [specify] immediately following the date shown at the beginning of this Agreement is signed by both parties and shall remain in full force and effect for an initial term of five (5) yearsAgreement, and unless terminated sooner as hereinafter providedprovided in subparagraph B., or unless extended for an additional period. Any such extension shall be operative only if effectuated by a written instrument executed by both parties. NEITHER PARTY SHALL BE OBLIGATED TO EXTEND THE DURATION OF THIS AGREEMENT UPON THE EXPIRATION OF THE INITIAL TERM OR ANY SUCCEEDING TERM. Although either party may elect to provide the other with advance notice of any intention not to extend this Agreement will automatically renew for additional twelve (12)-month successive termsupon its expiration, such notice shall not be required, it being understood that the notice provisions of subparagraph B apply solely to termination prior to expiration.
10.2 B. Either party Representative or the Company may terminate this Agreement if Agreement, at will, at any time during the other party commits a breach of initial term or any obligation hereunder which succeeding term, and such termination may be either with or without cause. If the termination is not remedied within thirty without cause, Thirty (30) days of receipt of advance written notice specifying such breachmust be provided by the terminating party to the other party. In said event, the Agreement will immediately terminate at the end of the thirty EACH PARTY ACKNOWLEDGES THAT SUCH THIRTY (30) daysDAY PERIOD IS ADEQUATE TO ALLOW IT TO TAKE ALL ACTIONS REQUIRED TO ADJUST ITS BUSINESS OPERATIONS IN ANTICIPATION OF TERMINATION. If the termination is for cause, no advance notice shall be required, but may be provided at the option of the terminating party. "Cause" for purposes of this paragraph shall include, but not necessarily be limited to, the following:
i) In the case of termination by Representative, cause shall exist if the Company materially breaches any provision of this Agreement.
10.3 ii) In the case of termination by the Company, cause shall exist:
a) If Representative fails to achieve any sales quota(s) assigned by the Company, fails to satisfy any of its other responsibilities provided in Paragraph 2 hereof, breaches Paragraph 7 of this Agreement, or breaches any other provision of this Agreement; or
b) If Representative is unable, by reason of illness or disability of any of its employees, to perform any of its responsibilities hereunder; or
c) If Representative sells its business or merges its business with another company, or if there is any other change in the management or control of Representative's business.
iii) Cause shall exist for termination by either party if the other party assigns or attempts to assign this Agreement, except under circumstances as permitted under this Agreementhereunder, liquidates or terminates its business, is adjudicated a bankrupt, makes an assignment for the benefit of creditors, invokes the provisions of any law for the relief of debtors, or files or has filed against it any similar proceeding.
10.4 Each party acknowledges that the other has made no commitments regarding the term or renewal of this Agreement beyond those expressly stated herein. Either party may terminate this Agreement without cause at any time upon ninety ( 90 ) days written notice. EACH PARTY ACKNOWLEDGES THAT SUCH A PERIOD IS ADEQUATE TO ALLOW IT TO TAKE ALL ACTIONS REQUIRED TO ADJUST ITS BUSINESS OPERATIONS IN ANTICIPATION OF TERMINATION.
10.5 Upon termination or expiration of this Agreement for any reason, Reseller will immediately cease to be an NEC Display Authorized Reseller and will refrain from representing itself as such and from using any NEC Display trademark or trade name.
10.6 Termination of this Agreement shall not affect any of Reseller’s pre-termination obligations; including, but not limited to, any outstanding payment obligations hereunder. Any termination of this Agreement shall be without prejudice to the enforcement of any undischarged obligations owing NEC Display existing at the time of termination.
10.7 C. Upon any expiration or termination of this Agreement, Representative shall cease holding itself out in any orders outstanding fashion as a sales representative for the Company, and unshipped as of shall return to the termination date shall be deemed canceled Company, all sales literature, price lists, customer lists and NEC Display shall have no obligation any other documents, materials or tangible items pertaining to fill same. If this Agreement is terminated by either party the Company's business, with advance notice, NEC Display shall have the right to reject all or part exception of any orders received from Reseller during the period after notice but prior to the effective date of termination (hereinafter called “the final period”) if availability of the Products is insufficient at that time to meet the needs of NEC Display and its customers fully. In any eventCompany Product, NEC Display which may limit shipments during the final period to an amount not exceeding Reseller’s average monthly purchases from NEC Display during the three (3) months prior to the month in which notice of termination is provided. Notwithstanding any credit terms made available to Reseller prior to that time, any of the Products shipped have been purchased by NEC Display to reseller during final period must be paid by certified or cashier’s check prior to shipmentRepresentative.
10.8 In the event that NEC Display terminated this Agreement without cause, within ten (10) days following the effective date of any such termination. Reseller may submit to NEC Display a list of all new and current Products (finished goods) sold by NEC Display to Reseller and remaining in Reseller’s inventory. NEC Display shall be obligated to repurchase an amount of said Products equal to the ninety (90) day average amount of Products Reseller purchased during the last twelve (12) month period. Reseller at Reseller’s expense, shall cause those Products to be delivered to such location(s) in the United States as NEC Display may designate. NEC Display shall have the right to inspect all returned merchandise before establishing final disposition and shall be entitled to reject and return to Reseller, freight collect, any Products which in NEC Display’s sole judgment, are in unacceptable condition. Reseller shall be credited at the original purchase price paid by Reseller for any such Products, less any price protection credits already issued by NEC Display. Within ten (10) days following the effective date of any termination of this Agreement by Reseller, with or without cause, or by NEC Display for cause, or for no cause upon once hundred and eighty or more days notice, Reseller, upon request by NEC Display, shall submit to NEC Display a list of all then new and current Products sold by NEC Display to Reseller and remaining in Reseller’s inventory in the original, undamaged, unopened shipping carton as of the effective date of termination. NEC Display shall have the option to repurchase any or all of said Products. Reseller, at NEC Display’s expense, shall cause those Products to be delivered to such location(s) in the U. S. as NEC Display may designate. If NEC Display desires to exercise its option hereunder, it shall notify Reseller within thirty (30) days after receipt of the Product list from Reseller. NEC Display shall have the right to inspect all returned merchandise before establishing final disposition and shall be entitled to reject and return to Reseller, freight collect, any Products which in NEC Display’s sole judgment, are in unacceptable condition. Reseller shall be credited at the original purchase price paid by Reseller for any such Products, less any price protection credits already issued by NEC Display.
10.9 D. THIS AGREEMENT IS BEING EXECUTED BY BOTH THE PARTIES COMPANY AND REPRESENTATIVE WITH THE UNDERSTANDING KNOWLEDGE THAT IT MAY BE TERMINATED AT ANY TIME AS PROVIDED HEREINOR NOT EXTENDED. NEITHER PARTY REPRESENTATIVE NOR THE COMPANY SHALL BE LIABLE TO THE OTHER UNDER ANY LEGAL OR EQUITABLE THEORY, FOR COMPENSATION, REIMBURSEMENT FOR INVESTMENTS OR EXPENSES, LOST PROFITS, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY OTHER KIND OR CHARACTER AS A RESULT CHARACTER, BECAUSE OF ANY TERMINATION EXERCISE OF ITS RIGHT TO TERMINATE THIS AGREEMENT, AS PROVIDED HEREUNDER, OR BECAUSE OF ANY ELECTION TO REFRAIN FROM EXTENDING THE DURATION OF THIS AGREEMENTAGREEMENT UPON THE EXPIRATION OF THE INITIAL TERM OR ANY SUCCEEDING TERM.
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Duration of Agreement & Termination. 10.1 A. This Agreement shall become effective on remain in effect until midnight of the last day of [specify] immediately following the date shown at the beginning of this Agreement is signed by both parties and shall remain in full force and effect for an initial term of five (5) yearsAgreement, and unless terminated sooner as hereinafter providedprovided in subparagraph, B. or unless extended for an additional period. Any such extension shall be operative only if effectuated by a written instrument executed by both parties. NEITHER PARTY SHALL BE OBLIGATED TO EXTEND THE DURATION OF THIS AGREEMENT UPON THE EXPIRATION OF THE INITIAL TERM OR ANY SUCCEEDING TERM. Although either party may elect to provide the other with advance notice of any intention not to extend this Agreement will automatically renew for additional twelve (12)-month successive termsupon its expiration, such notice shall not be required, it being understood that the notice provisions of subparagraph B apply solely to termination prior to expiration.
10.2 B. Either party Representative or the Company may terminate this Agreement if Agreement, at will, at any time during the other party commits a breach of initial term or any obligation hereunder which succeeding term, and such termination may be either with or without cause. If the termination is not remedied within thirty without cause, Thirty (30) days of receipt of advance written notice specifying such breachmust be provided by the terminating party to the other party. In said event, the Agreement will immediately terminate at the end of the thirty EACH PARTY ACKNOWLEDGES THAT SUCH THIRTY (30) daysDAY PERIOD IS ADEQUATE TO ALLOW IT TO TAKE ALL ACTIONS REQUIRED TO ADJUST ITS BUSINESS OPERATIONS IN ANTICIPATION OF TERMINATION. If the termination is for cause, no advance notice shall be required, but may be provided at the option of the terminating party. "Cause" for purposes of this paragraph shall include, but not necessarily be limited to, the following:
i) In the case of termination by Representative, cause shall exist if the Company materially breaches any provision of this Agreement.
10.3 ii) In the case of termination by the Company, cause shall exist:
a) If Representative fails to achieve any sales quota(s) assigned by the Company, fails to satisfy any of its other responsibilities provided in Paragraph 2 hereof, breaches Paragraph 7 of this Agreement, or breaches any other provision of this Agreement; or
b) If Representative is unable, by reason of illness or disability of any of its employees, to perform any of its responsibilities hereunder; or
c) If Representative sells its business or merges its business with another company, or if there is any other change in the management or control of Representative's business.
iii) Cause shall exist for termination by either party if the other party assigns or attempts to assign this Agreement, except under circumstances as permitted under this Agreementhereunder, liquidates or terminates its business, is adjudicated a bankrupt, makes an assignment for the benefit of creditors, invokes the provisions of any law for the relief of debtors, or files or has filed against it any similar proceeding.
10.4 Each party acknowledges that the other has made no commitments regarding the term or renewal of this Agreement beyond those expressly stated herein. Either party may terminate this Agreement without cause at any time upon ninety ( 90 ) days written notice. EACH PARTY ACKNOWLEDGES THAT SUCH A PERIOD IS ADEQUATE TO ALLOW IT TO TAKE ALL ACTIONS REQUIRED TO ADJUST ITS BUSINESS OPERATIONS IN ANTICIPATION OF TERMINATION.
10.5 Upon termination or expiration of this Agreement for any reason, Reseller will immediately cease to be an NEC Display Authorized Reseller and will refrain from representing itself as such and from using any NEC Display trademark or trade name.
10.6 Termination of this Agreement shall not affect any of Reseller’s pre-termination obligations; including, but not limited to, any outstanding payment obligations hereunder. Any termination of this Agreement shall be without prejudice to the enforcement of any undischarged obligations owing NEC Display existing at the time of termination.
10.7 C. Upon any expiration or termination of this Agreement, Representative shall cease holding itself out in any orders outstanding fashion as a sales representative for the Company, and unshipped as of shall return to the termination date shall be deemed canceled Company, all sales literature, price lists, customer lists and NEC Display shall have no obligation any other documents, materials or tangible items pertaining to fill same. If this Agreement is terminated by either party the Company's business, with advance notice, NEC Display shall have the right to reject all or part exception of any orders received from Reseller during the period after notice but prior to the effective date of termination (hereinafter called “the final period”) if availability of the Products is insufficient at that time to meet the needs of NEC Display and its customers fully. In any eventCompany Product, NEC Display which may limit shipments during the final period to an amount not exceeding Reseller’s average monthly purchases from NEC Display during the three (3) months prior to the month in which notice of termination is provided. Notwithstanding any credit terms made available to Reseller prior to that time, any of the Products shipped have been purchased by NEC Display to reseller during final period must be paid by certified or cashier’s check prior to shipmentRepresentative.
10.8 In the event that NEC Display terminated this Agreement without cause, within ten (10) days following the effective date of any such termination. Reseller may submit to NEC Display a list of all new and current Products (finished goods) sold by NEC Display to Reseller and remaining in Reseller’s inventory. NEC Display shall be obligated to repurchase an amount of said Products equal to the ninety (90) day average amount of Products Reseller purchased during the last twelve (12) month period. Reseller at Reseller’s expense, shall cause those Products to be delivered to such location(s) in the United States as NEC Display may designate. NEC Display shall have the right to inspect all returned merchandise before establishing final disposition and shall be entitled to reject and return to Reseller, freight collect, any Products which in NEC Display’s sole judgment, are in unacceptable condition. Reseller shall be credited at the original purchase price paid by Reseller for any such Products, less any price protection credits already issued by NEC Display. Within ten (10) days following the effective date of any termination of this Agreement by Reseller, with or without cause, or by NEC Display for cause, or for no cause upon once hundred and eighty or more days notice, Reseller, upon request by NEC Display, shall submit to NEC Display a list of all then new and current Products sold by NEC Display to Reseller and remaining in Reseller’s inventory in the original, undamaged, unopened shipping carton as of the effective date of termination. NEC Display shall have the option to repurchase any or all of said Products. Reseller, at NEC Display’s expense, shall cause those Products to be delivered to such location(s) in the U. S. as NEC Display may designate. If NEC Display desires to exercise its option hereunder, it shall notify Reseller within thirty (30) days after receipt of the Product list from Reseller. NEC Display shall have the right to inspect all returned merchandise before establishing final disposition and shall be entitled to reject and return to Reseller, freight collect, any Products which in NEC Display’s sole judgment, are in unacceptable condition. Reseller shall be credited at the original purchase price paid by Reseller for any such Products, less any price protection credits already issued by NEC Display.
10.9 D. THIS AGREEMENT IS BEING EXECUTED BY BOTH THE PARTIES COMPANY AND REPRESENTATIVE WITH THE UNDERSTANDING KNOWLEDGE THAT IT MAY BE TERMINATED AT ANY TIME AS PROVIDED HEREINOR NOT EXTENDED. NEITHER PARTY REPRESENTATIVE NOR THE COMPANY SHALL BE LIABLE TO THE OTHER UNDER ANY LEGAL OR EQUITABLE THEORY, FOR COMPENSATION, REIMBURSEMENT FOR INVESTMENTS OR EXPENSES, LOST PROFITS, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY OTHER KIND OR CHARACTER AS A RESULT CHARACTER, BECAUSE OF ANY TERMINATION EXERCISE OF ITS RIGHT TO TERMINATE THIS AGREEMENT, AS PROVIDED HEREUNDER, OR BECAUSE OF ANY ELECTION TO REFRAIN FROM EXTENDING THE DURATION OF THIS AGREEMENTAGREEMENT UPON THE EXPIRATION OF THE INITIAL TERM OR ANY SUCCEEDING TERM.
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