Early Termination or Withdrawal Sample Clauses

Early Termination or Withdrawal. 1. This MOU may be terminated upon the express written agreement of all PARTIES. If this MOU is terminated, any remaining funds not due and payable or otherwise legally committed to a Consultant(s) shall be distributed to the remaining PARTIES (not including any EXCLUDED or WITHDRAWN PARTY or PARTIES) so that all such remaining PARTIES have paid no more than their pro-rata share (in accordance with the most current allocation set forth in Table 2 of Exhibit A). Completed work shall be owned by all PARTIES at the time of completion of the work who are not EXCLUDED or WITHDRAWN PARTIES. Similarly, rights to uncompleted work by the Consultant still under contract is to be owned by the PARTY or PARTIES who are not EXCLUDED or WITHDRAWN PARTIES at such time. 2. A PARTY may withdraw from this MOU (“WITHDRAWN PARTY”) upon 60 days written notice to the other PARTIES, subject to payment of any invoice received from the CITY OF ARCADIA prior to or during the 60-day notice period for its share of the cost of the work completed as of the date of its notice of withdrawal, calculated in accordance with the cost-sharing percentages set forth in Table 2 of Exhibit A. The effective withdrawal date shall be the sixtieth (60th) day after the CITY OF ARCADIA receives the withdrawing PARTY’s notice to withdraw from this MOU. The CITY OF ARCADIA shall refund to the WITHDRAWN PARTY any unused funds paid by the WITHDRAWN PARTY’s effective withdrawal date. All PARTIES understand, acknowledge, and agree that withdrawal from this MOU will terminate any responsibility, liability, or obligation of the WITHDRAWN PARTY under this MOU commencing on the effective withdrawal date and that the WITHDRAWN PARTY shall remain liable for its share of any loss, debt or liability incurred prior to the withdrawal date, and for any work which could not be suspended. Withdrawal from this MOU does not release any PARTY from the obligations set forth in MS4 Permit. 3. If a PARTY fails to substantially comply with any of the terms or conditions of this MOU, that PARTY shall forfeit its rights to work completed through this MOU, but no such forfeiture shall occur unless and until the defaulting PARTY has first been given notice of its default and a reasonable opportunity to cure the alleged default.
Sample 1Sample 2
AutoNDA by SimpleDocs
Early Termination or Withdrawal. This Agreement may be earlier terminated by unanimous vote of the Committee representatives at any time. However, each member city or town retains the right to unilaterally withdraw from this Agreement at any time, provided that the withdrawing city or town shall pay its one-quarter share of any legal fees and expenses incurred and invoiced under this Agreement prior to its withdrawal.
Sample 1
Early Termination or Withdrawal. In the event or early termination or withdrawal of [NAME] prior to the Associate Agreement Term, whether due to [NAME] failure to abide by the MRC Bylaws, termination of the Associate Member Supply Agreement, or other reason caused by the acts or omissions of [NAME], [NAME] shall be assessed a withdrawal payment in the amount of the then applicable administrative fee, or dues, multiplied by the initial tonnage or, if available, the most recent annual tonnage report(s) for [NAME] as an Associate Member and multiplied by the remaining portion of the Associate Agreement Term, but in no case longer than five (5) years. Payment of the withdrawal payment shall be due within sixty (60) days of presentation of an invoice by the MRC.
Sample 1
Early Termination or Withdrawal. 1. This MOU may be terminated upon the express written agreement of all PARTIES. If this MOU is terminated, all PARTIES must agree on the equitable redistribution of remaining funds deposited, if there are any, or payment of invoices due at the time of termination. Completed work shall be owned by all PARTIES. Rights to uncompleted work by the Consultant still under contract will be held by the PARTY or PARTIES who fund the completion of such work. 2. A PARTY may withdraw from this MOU upon 60 days written notice to the other PARTIES, subject to full payment of any current and future invoicing from CITY prior to or during the 60‐day notice period for its share of the cost set forth in Exhibit A. The effective withdrawal date shall be the sixtieth (60th) day after CITY receives the withdrawing PARTY’s notice to withdraw from this MOU. Withdrawal from this MOU does not release any PARTY from the obligations set forth in the MS4 Permit. 3. If a PARTY fails to comply with any of the terms or conditions of this MOU, that PARTY shall forfeit its rights to work completed through this MOU, but no such forfeiture shall occur unless and until the defaulting PARTY has first been given notice of its default and a reasonable opportunity to cure the alleged default.
Sample 1

Related to Early Termination or Withdrawal

  • Early Termination In the absence of any material breach of this Agreement, should the Trust elect to terminate this Agreement prior to the end of the term, the Trust agrees to pay the following fees: a. all monthly fees through the life of the contract, including the rebate of any negotiated discounts; b. all fees associated with converting services to successor service provider; c. all fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider; d. all out-of-pocket costs associated with a-c above.

  • Early Termination Benefit If Early Termination occurs, the Bank shall distribute to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Article.

  • Early Termination of Services Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. Recipient: Mead Johnson Nutrition (Spain) S.L. Provider: Bristol-Myers Squibb S.A. Point of Contact, Recipient: Leanne Metz Point of Contact, Provider: Loic Senechal Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

  • Automatic Early Termination provision of Section 6(a) will not apply to Party A and will not apply to Party B.

  • Payment upon Early Termination (a) Within three (3) calendar days after an Early Termination Effective Date, the Corporate Taxpayer shall pay to each TRA Party an amount equal to the Early Termination Payment in respect of such TRA Party. Such payment shall be made by wire transfer of immediately available funds to a bank account or accounts designated by such TRA Party or as otherwise agreed by the Corporate Taxpayer and such TRA Party or, in the absence of such designation or agreement, by check mailed to the last mailing address provided by such TRA Party to the Corporate Taxpayer.

  • Early Termination of Option The Option, to the extent not previously exercised, and all other rights in respect thereof, whether vested and exercisable or not, shall terminate and become null and void prior to the Expiration Date in the event of: • the termination of the Participant’s employment or services as provided in Section 5.6 of the Plan, or • the termination of the Option pursuant to Section 7.3 of the Plan.

  • Orderly Termination Upon termination or other expiration of this Contract, each Party shall promptly return to the other Party all papers, materials, and other properties of the other held by each for purposes of execution of the Contract. In addition, each Party will assist the other Party in orderly termination of this Contract and the transfer of all assets, tangible and intangible, as may be necessary for the orderly, non-disruptive business continuation of each Party.

  • Early Termination Notice (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPO, the Corporate Taxpayer shall deliver to the ITR Entity notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for the ITR Entity. The Early Termination Schedule shall become final and binding on all parties 30 calendar days from the first date on which the ITR Entity has received such Schedule or amendment thereto unless the ITR Entity (i) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

  • Early Termination of Agreement This agreement may be terminated at any time upon a thirty (30) day written notice from either party, and without fault or claim for damages by either party.

  • Early Termination Fees The amount if an Early Termination Fee that we are entitled to charge is: (a) the amount specified in or calculated in accordance with the relevant Plan; or (b) otherwise, a reasonable estimate of our lost profit as a result of an early termination.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!