Effectiveness; Term. This Agreement shall only become effective upon execution and delivery by Seller and acceptance by Buyer and, unless earlier terminated as provided in this Agreement, shall continue in full force and effect for the Initial Term set forth in the Factoring Agreement made a part of this Agreement and shall be deemed automatically renewed for successive twelve (12) month periods. Unless earlier terminated as provided in this Agreement, all Obligations shall be due and payable in full at the expiration of the last renewal term. This Agreement may be terminated prior to the end of the Initial Term or any renewal term (each, a Term) as follows: (a) Seller may terminate this Agreement at the end of the Term without payment of an Early Termination Fee, provided Seller gives at least thirty (30) days written notice prior to the end of the Initial Term or any renewal term; (b) Seller may terminate this Agreement at any time after giving Buyer at least thirty (30) days prior written notice and paying Buyer an Early Termination Fee equal to one half of one percent (0.50%) of the Maximum Credit multiplied by the number of months remaining in the then-current Term (the Early Termination Fee). Any partial month remaining in such Term shall constitute a full month for the purpose of calculating the Early Termination Fee. Any such termination shall be effective upon payment to Buyer in full of all Obligations, including the Early Termination Fee; and (c) Buyer may terminate this Agreement without notice for any reason. Upon any such termination, all Obligations shall be immediately due and payable in full. If Buyer terminates this Agreement following the occurrence of an Event of Default under I.1, then in addition to all of the Obligations, the Early Termination Fee shall also be due and payable in full. In recognition of the Buyer's right to have its attorneys' fees and other expenses incurred in connection with this Agreement secured by the Collateral, notwithstanding payment in full of all Obligations by Seller, Buyer shall not be required to record any terminations or satisfactions of any of Buyer's liens on the Collateral unless and until Seller has executed and delivered to Buyer a general release in a form acceptable to Buyer. Seller understands that this Section constitutes a waiver of its rights under Section 9-315 of the UCC. Notwithstanding the foregoing, any termination of this Agreement shall not affect Buyer's security interest in the Collateral and Buyer's ownership of the Purchased Receivables, and this Agreement shall continue to be effective, and Buyer's rights and remedies hereunder shall survive such termination, until all transactions entered into and Obligations incurred hereunder or in connection herewith have been completed and satisfied in full.
Appears in 3 contracts
Samples: Factoring Agreement, Factoring Agreement, Factoring Agreement
Effectiveness; Term. This Agreement shall only become effective upon execution and delivery by Seller and acceptance by Buyer Xxxxx and, unless earlier terminated as provided in this Agreement, shall continue in full force and effect for the Initial Term set forth in the Factoring Agreement made a part of this Agreement and shall be deemed automatically renewed for successive twelve (12) month periods. Unless earlier terminated as provided in this Agreement, all Obligations shall be due and payable in full at the expiration of the last renewal term. This Agreement may be terminated prior to the end of the Initial Term or any renewal term (each, a Term) as follows: (a) Seller may terminate this Agreement at the end of the Term without payment of an Early Termination Fee, provided Seller gives at least thirty (30) days written notice prior to the end of the Initial Term or any renewal term; (b) Seller may terminate this Agreement at any time after giving Buyer at least thirty (30) days prior written notice and paying Buyer an Early Termination Fee equal to one half of one percent (0.50%) of the Maximum Credit multiplied by the number of months remaining in the then-current Term (the Early Termination Fee). Any partial month remaining in such Term shall constitute a full month for the purpose of calculating the Early Termination Fee. Any such termination shall be effective upon payment to Buyer in full of all Obligations, including the Early Termination Fee; and (c) Buyer may terminate this Agreement without notice for any reason. Upon any such termination, all Obligations shall be immediately due and payable in full. If Buyer terminates this Agreement following the occurrence of an Event of Default under I.1, then in addition to all of the Obligations, the Early Termination Fee shall also be due and payable in full. In recognition of the Buyer's right to have its attorneys' fees and other expenses incurred in connection with this Agreement secured by the Collateral, notwithstanding payment in full of all Obligations by Seller, Buyer shall not be required to record any terminations or satisfactions of any of Buyer's liens on the Collateral unless and until Seller has executed and delivered to Buyer a general release in a form acceptable to Buyer. Seller understands that this Section constitutes a waiver of its rights under Section 9-315 of the UCC. Notwithstanding the foregoing, any termination of this Agreement shall not affect Buyer's security interest in the Collateral and Buyer's ownership of the Purchased Receivables, and this Agreement shall continue to be effective, and BuyerXxxxx's rights and remedies hereunder shall survive such termination, until all transactions entered into and Obligations incurred hereunder or in connection herewith have been completed and satisfied in full.
Appears in 2 contracts
Samples: Factoring Agreement, Factoring Agreement
Effectiveness; Term. This Agreement shall only become effective upon execution and delivery by Seller and acceptance by Buyer and, unless earlier terminated as provided in this Agreement, shall continue in full force and effect for an initial term of one (1) month from the Initial Term set forth in the Factoring Agreement made a part of this Agreement initial Funding Date and shall be deemed automatically renewed for successive twelve one (121) month periods. Unless earlier terminated as provided in this Agreement, all Obligations shall be due and payable in full at the expiration of the last renewal term. This Agreement may be terminated prior to the end of the Initial Term or any renewal term (each, a ‘Term”) as follows: (a) Seller may terminate this Agreement at the end of the Term without payment of an Early Termination Fee, provided Seller gives at least thirty seven (307) days written notice prior to the end of the initial Term poor to the end of the Initial Term or any renewal term; (b) Seller may terminate this Agreement at any time after giving Buyer at least thirty seven (307) days prior written notice and paying Buyer an Early Termination Fee equal to one half of one percent (0.50%) of the Maximum Credit multiplied by the number of months remaining in the then-current Term (the “Early Termination Fee). Any partial month remaining in such Term shall constitute a full month for the purpose of calculating the Early Termination Fee. There shall be no Early Termination Pee for the Initial Tem. Any such termination shall be effective upon payment to Buyer in full of all Obligations, including the Early Termination Fee; and (c) Buyer may This Agreement shall automatically terminate this Agreement without notice for any reason. Upon any such termination, all Obligations shall be immediately due and payable in full. If Buyer terminates this Agreement following the occurrence of an Event of Default under I.1Section 9. Upon any such termination following an Event of Default, then in addition to all of the Obligations, including the Early Termination Fee Fee, shall also be due and payable in full. In recognition of the Buyer's ’s right to have its attorneys' ’ fees and other expenses incurred in connection with this Agreement secured by the Collateral, notwithstanding payment in full of all Obligations by Seller, Buyer shall not be required to record any terminations or satisfactions of any of Buyer's ’s liens on the Collateral unless and until Seller has executed and delivered to Buyer a general release in a form acceptable to Buyer. Seller understands that this Section constitutes a waiver of its rights under Section 9-315 513 of the UCC. Notwithstanding the foregoing, any termination of this Agreement shall not affect Buyer's ’s security interest in the Collateral and Collateral, Buyer's ’s ownership of the Purchased Receivables, Buyer’s indemnity portion of the Obligations, any other tights granted to Buyer or Seller’s Obligations, and this Agreement shall continue to be effective, and Buyer's ’s rights and remedies hereunder hereunder, including rights granted under this Agreement, the UCC, at law or in equity shall survive such termination, until all transactions entered into Indemnity Obligations, and other Obligations incurred hereunder under this Agreement or in connection herewith have been completed and satisfied in full.
Appears in 2 contracts
Samples: Factoring Agreement, Factoring Agreement (Stellar Acquisition III Inc.)
Effectiveness; Term. This Agreement shall only become effective upon execution and delivery by Seller Borrower and acceptance by Buyer Lender and, unless earlier terminated as provided in this Agreement, shall continue in full force and effect for an initial term of twelve (12) months from the Initial Term date of this Agreement as set forth in the Factoring Agreement made a part of this Agreement introductory paragraph hereof and shall be deemed automatically renewed for successive twelve (12) month 12)-month periods. Unless earlier terminated as provided in this Agreement, all Obligations shall be due and payable in full at the expiration of the last renewal termTerm. This Agreement may be terminated prior to the end of the Initial Term initial or any renewal term (each, a "Term") as follows: :
(a) Seller Borrower or Lender may terminate this Agreement as of the end of any Term by either party giving the other written notice at least thirty (30) days prior to the end of such Term. If either Borrower or Lender so notifies the other, all Obligations shall be due and payable in full at the end of such Term;
(b) In addition to being able to terminate this Agreement at the end of the Term without payment of an Early Termination Feeeach Term, provided Seller gives at least thirty (30) days written notice prior to the end of the Initial Term or any renewal term; (b) Seller Borrower may terminate this Agreement at any other time after giving Buyer Lender at least thirty (30) days prior written notice and paying Buyer Lander an Early Termination Fee equal to one half of one percent (0.50%) of the Maximum Credit multiplied by the number of months remaining as set forth in the then-current Term (the Early Termination Fee). Any partial month remaining in such Term shall constitute a full month for the purpose of calculating the Early Termination FeeSection 2.6. Any such termination shall be effective upon payment to Buyer Lender in full of at all Obligations, including the Early Termination Fee; and and
(c) Buyer may Lender shall also have the right to terminate this Agreement without notice for any reason. Upon any such terminationas set forth in Section 6.2 upon and after the occurrence of an Event of Default or, all Obligations shall be immediately due and payable as set forth in full. If Buyer terminates Section 6.2, this Agreement shall automatically terminate following the occurrence of an Event of Default under I.1Section 6.1(i) or(j). Upon any such termination following an Event of Default, then in addition to all of the Obligations, including the Early Termination Fee Fee, shall also be due and payable in full. In recognition of the Buyer's right to have its attorneys' fees and other expenses incurred in connection with this Agreement secured by the Collateral, notwithstanding payment in full of all Obligations by Seller, Buyer shall not be required to record any terminations or satisfactions of any of Buyer's liens on the Collateral unless and until Seller has executed and delivered to Buyer a general release in a form acceptable to Buyer. Seller understands that this Section constitutes a waiver of its rights under Section 9-315 of the UCC. Notwithstanding the foregoing, any termination of this Agreement shall not affect Buyer's security interest in the Collateral and Buyer's ownership of the Purchased Receivables, and this Agreement shall continue to be effective, and Buyer's rights and remedies hereunder shall survive such termination, until all transactions entered into and Obligations incurred hereunder or in connection herewith have been completed and satisfied in full.
Appears in 1 contract
Samples: Loan Agreement (Diversified Corporate Resources Inc)
Effectiveness; Term. This Agreement shall only become effective upon execution and delivery by Seller and acceptance by Buyer Xxxxx and, unless earlier terminated as provided in this Agreement, shall continue in full force and effect for the Initial Term set forth in the Factoring Agreement made a part of this Agreement and shall be deemed automatically renewed for successive twelve (12) month periodsa Renewal Term, and will continue to renew for each Renewal Term thereafter unless this Agreement is terminated. Unless earlier terminated as provided in this Agreement, all Obligations shall be due and payable in full at the expiration of the Initial Term or last renewal termRenewal Term, and if the Obligations are not timely paid by the expiration of the Initial Term or such Renewal Term, then, in Buyer’s sole discretion, this Agreement may be renewed for a Renewal Term. This Agreement may be terminated prior to the end of the Initial Term or any renewal term (each, a Term) Renewal Term as follows: (a) Seller may terminate this Agreement at the end of the Initial Term or Renewal Term without payment of an Early Termination Fee, provided Seller gives at least thirty sixty (3060) days, but not to exceed ninety (90) days written notice prior to the end of the Initial Term or any renewal termRenewal Term; (b) Seller may terminate this Agreement at any time after giving Buyer at least thirty sixty (3060) days prior written notice and paying Buyer an Early Termination Fee equal to one half quarter of one percent (0.500.25%) of the Maximum Credit multiplied by the number of months remaining in the then-current Term (the “Early Termination Fee”). Any partial month remaining in such Term shall constitute a full month for the purpose of calculating the Early Termination Fee. Any such termination shall be effective upon payment to Buyer in full of all Obligations, including the Early Termination Fee; and (c) Buyer may This Agreement shall automatically terminate this Agreement without notice for any reason. Upon any such termination, all Obligations shall be immediately due and payable in full. If Buyer terminates this Agreement following the occurrence of an Event of Default under I.1Section 9. Upon any such termination following an Event of Default, then in addition to all of the Obligations, including the Early Termination Fee Fee, shall also be due and payable in full. In recognition of the Buyer's ’s right to have its attorneys' ’ fees and other expenses incurred in connection with this Agreement secured by the Collateral, notwithstanding payment in full of all Obligations by Seller, Buyer shall not be required to record any terminations or satisfactions of any of Buyer's ’s liens on the Collateral unless and until Seller has executed and delivered to Buyer a general release in a form acceptable to Buyer. Seller understands that this Section constitutes a waiver of its rights under Section 9-315 513 of the UCC. Notwithstanding the foregoing, any termination of If this Agreement shall not affect Buyer's security interest in is terminated and Seller enters into a new financing transaction with any other financing source, Buyer is under no obligation to enter into any form of agreement with the Collateral and Buyer's ownership of the Purchased Receivables, and this Agreement shall continue to be effective, and Buyer's rights and remedies hereunder shall survive such termination, until all transactions entered into and Obligations incurred hereunder or in connection herewith have been completed and satisfied in fullnew financing source.
Appears in 1 contract
Effectiveness; Term. This Agreement shall only become effective upon execution and delivery by Seller and acceptance by Buyer Xxxxx and, unless earlier terminated as provided in this Agreement, shall continue in full force and effect for the Initial Term set forth in the Factoring Agreement made a part of this Agreement and shall be deemed automatically renewed for successive twelve (12) month periodsa Renewal Term, and will continue to renew for each Renewal Term thereafter unless this Agreement is terminated. Unless earlier terminated as provided in this Agreement, all Obligations shall be due and payable in full at the expiration of the Initial Term or last renewal termRenewal Term, and if the Obligations are not timely paid by the expiration of the Initial Term or such Renewal Term, then, in Buyer’s sole discretion, this Agreement may be renewed for a Renewal Term. This Agreement may be terminated prior to the end of the Initial Term or any renewal term (each, a Term) Renewal Term as follows: (a) Seller may terminate this Agreement at the end of the Initial Term or Renewal Term without payment of an Early Termination Fee, provided Seller gives at least sixty (60) days, but not to exceed ninety (90) days written notice prior to the end of the Initial Term or any Renewal Term; (b) Seller may terminate this Agreement at any time without payment of an Early Termination Fee, provided Seller gives at least thirty (30) days written days’ notice prior to the end of the Initial Term or any renewal termand Buyer is paid off through Replacement Financing; (bc) Seller may terminate this Agreement at any time after giving Buyer at least thirty sixty (3060) days prior written notice and paying Buyer an Early Termination Fee equal to one half of one percent (0.50%) of the Maximum Credit multiplied by the number of months remaining in the then-current Term (the "Early Termination Fee"). Any partial month remaining in such Term shall constitute a full month for the purpose of calculating the Early Termination Fee. Any such termination shall be effective upon payment to Buyer in full of all Obligations, including the Early Termination Fee; and (cd) Buyer may This Agreement shall automatically terminate this Agreement without notice for any reason. Upon any such termination, all Obligations shall be immediately due and payable in full. If Buyer terminates this Agreement following the occurrence of an Event of Default under I.1Section 9. Upon any such termination following an Event of Default, then in addition to all of the Obligations, including the Early Termination Fee Fee, shall also be due and payable in full. In recognition of the Buyer's right to have its attorneys' fees and other expenses incurred in connection with this Agreement secured by the Collateral, notwithstanding payment in full of all Obligations by Seller, Buyer shall not be required to record any terminations or satisfactions of any of Buyer's liens on the Collateral unless and until Seller has executed and delivered to Buyer a general release in a form acceptable to Buyer. Seller understands that this Section constitutes a waiver of its rights under Section 9-315 513 of the UCC. If this Agreement is terminated and Seller enters into a new financing transaction with any other financing source, Buyer is under no obligation to enter into any form of agreement with the new financing source. Notwithstanding the foregoing, any termination of this Agreement shall not affect Buyer's security interest in the Collateral and Collateral, Buyer's ownership of the Purchased Receivables, Buyer’s Indemnity portion of the Obligations, any other rights granted to Buyer or Seller’s Obligations, and this Agreement shall continue to be effective, and BuyerXxxxx's rights and remedies hereunder hereunder, including rights granted under this Agreement, the UCC, at law or in equity shall survive such termination, until all transactions entered into Indemnity Obligations, and other Obligations incurred hereunder under this Agreement or in connection herewith have been completed and satisfied in full.
Appears in 1 contract
Effectiveness; Term. This Agreement shall only become effective upon execution and delivery by Seller Xxxxxxxx and acceptance by Buyer Lender and, unless earlier terminated as provided in this Agreement, shall continue in full force and effect for an initial term of twelve (12) months from the Initial Term date of this Agreement as set forth in the Factoring Agreement made a part of this Agreement introductory paragraph hereof and shall be deemed automatically renewed for successive twelve (12twelve-(12) month periods. Unless earlier terminated as provided in this Agreement, all Obligations Obli- gations shall be due and payable in full at the expiration of the last renewal termTerm. This Agreement may be terminated prior to the end of the Initial Term initial or any renewal term (each, a "Term") as follows: :
(a) Seller Borrower or Lender may terminate this Agreement as of the end of any Term by either party giving the other written notice at least thirty (30) days prior to the end of such Term. If either Borrower or Lender so notifies the other, all Obligations shall be due and payable in full at the end of such Term; (b) In addition to being able to terminate this Agreement at the end of the Term without payment of an Early Termination Feeeach Term, provided Seller gives at least thirty (30) days written notice prior to the end of the Initial Term or any renewal term; (b) Seller Borrower may terminate this Agreement at any other time after giving Buyer Lender at least thirty (30) days prior written notice and paying Buyer Lender an Early Termination Fee equal to one half of one percent (0.50%) of the Maximum Credit multiplied by the number of months remaining as set forth in the then-current Term (the Early Termination Fee). Any partial month remaining in such Term shall constitute a full month for the purpose of calculating the Early Termination FeeSection 2.6. Any such termination shall be effective upon payment to Buyer Lender in full of all Obligations, including the Early Termination Fee; and (c) Buyer may Lender shall also have the right to terminate this Agreement without notice for any reason. Upon any such terminationas set forth in Section 6.2 upon and after the occurrence of an Event of Default or, all Obligations shall be immediately due and payable as set forth in full. If Buyer terminates Section 6.2, this Agreement shall automatically terminate following the occurrence of an Event of Default under I.1Section 6.1(i) or (j). Upon any such termination following an Event of Default, then in addition to all of the Obligations, including the Early Termination Fee Fee, shall also be due and payable in full. In recognition of the Buyer's right to have its attorneys' fees and other expenses incurred in connection with this Agreement secured by the Collateral, notwithstanding payment in full of all Obligations by Seller, Buyer shall not be required to record any terminations or satisfactions of any of Buyer's liens on the Collateral unless and until Seller has executed and delivered to Buyer a general release in a form acceptable to Buyer. Seller understands that this Section constitutes a waiver of its rights under Section 9-315 of the UCC. Notwithstanding the foregoing, any termination of this Agreement shall not affect Buyer's security interest in the Collateral and Buyer's ownership of the Purchased Receivables, and this Agreement shall continue to be effective, and Buyer's rights and remedies hereunder shall survive such termination, until all transactions entered into and Obligations incurred hereunder or in connection herewith have been completed and satisfied in full.
Appears in 1 contract
Effectiveness; Term. This Agreement shall only ------------------- become effective upon execution and delivery by Seller and acceptance by Buyer and, unless earlier terminated as provided in this Agreement, shall continue in full force and effect for an initial term of six months from the Initial Term set forth in the Factoring Agreement made a part of this Agreement date hereof and shall be deemed ---------- automatically renewed for successive twelve (12) six-month periods. Unless --------- earlier terminated as provided in this Agreement, all All Obligations shall be due and payable in full at the expiration of the last renewal term. This Agreement may be terminated prior to the end of the Initial Term initial term or any renewal term (each, a "Term") as follows: :
(a) Seller may terminate this Agreement at the end of the Term without payment of an Early Termination Fee, provided Seller gives at least thirty (30) days written notice prior to the end of the Initial Term or any renewal term; (b) Seller may terminate this Agreement at any time after giving Buyer at least thirty (30) days prior written notice and paying Buyer an Early Termination Fee equal to one half of one percent (0.501%) of the --- -- Maximum Credit multiplied by the number of months remaining in the then-current Term (the "Early Termination Fee"). Any partial month remaining in such Term shall constitute a full month for the purpose of calculating the Early Termination Fee. Any such termination shall be effective upon payment to Buyer in full of all Obligations, including the Early Termination Fee; and and
(cb) Buyer may This Agreement shall automatically terminate this Agreement without notice for any reason. Upon any such termination, all Obligations shall be immediately due and payable in full. If Buyer terminates this Agreement following the occurrence of an Event of Default under I.1Section 9. Upon any such termination following an Event of Default, then in addition to all of the Obligations, including the Early Termination Fee Fee, shall also be due and payable in full. In recognition of the Buyer's right to have its attorneys' fees and other expenses incurred in connection with this Agreement secured by the Collateral, notwithstanding payment in full of all Obligations by Seller, Buyer shall not be required to record any terminations or satisfactions of any of Buyer's liens on the Collateral unless and until Seller has executed and delivered to Buyer a general release in a form acceptable to Buyer. Seller understands that this Section constitutes a waiver of its rights under Section 9-315 of the UCC. Notwithstanding the foregoing, any termination of this Agreement shall not affect Buyer's security interest in the Collateral and Buyer's ownership of the Purchased Receivables, and this Agreement shall continue to be effective, and Buyer's rights and remedies hereunder shall survive such termination, until all transactions entered into and Obligations incurred hereunder or in connection herewith have been completed and satisfied in full.
Appears in 1 contract
Samples: Factoring Agreement (MRL Inc)
Effectiveness; Term. This Agreement shall only become effective upon execution and delivery by Seller and acceptance by Buyer and, unless earlier terminated as provided in this Agreement, shall continue in full force and effect for an initial term of eighteen (18) months from the Initial Term set forth in the Factoring Agreement made a part of this Agreement Funding Date and shall be deemed automatically renewed for successive twelve (12) month periods. Unless earlier terminated as provided in this Agreement, all Obligations shall be due and payable in full at the expiration of the last renewal term. This Agreement may be terminated prior to the end of the Initial Term or any renewal term (each, a “Term") as follows: (a) Seller may terminate this Agreement at the end of the Term without without, payment of an Early Termination Fee, provided Seller gives at at. least thirty (30) days written notice prior to the end of the Initial Term or any renewal term; (b) Seller may terminate this Agreement at any time after giving Buyer at least thirty (30) days prior written notice and paying Buyer an Early Termination Fee equal to one half of one percent (0.50%) of the Maximum Credit multiplied by the number of months remaining in the then-current Term (the "Early Termination Fee"). Any partial month remaining in such Term shall constitute a full month for the purpose of calculating the Early Termination Fee. Any such termination shall be effective upon payment to Buyer in full of all Obligations, including the Early Termination Fee; and (c) Buyer may This Agreement shall automatically terminate this Agreement without notice for any reason. Upon any such termination, all Obligations shall be immediately due and payable in full. If Buyer terminates this Agreement following the occurrence of an Event of Default under I.1Section 9. Upon any such termination following an Event of Default, then in addition to all of the Obligations, including the Early Termination Fee Fee, shall also in full of all Obligations, including the Early Termination Fee; and (
c) This Agreement shall automatically terminate following the occurrence of an Event of Default, under Section 9. Upon any such termination following an Event of Default, all Obligations, including the Early Termination Fee, shall be due and payable in full. In recognition of the Buyer's right to have its attorneys' fees and other expenses incurred in connection with this Agreement secured by the Collateral, notwithstanding payment in full of all Obligations by Seller, Buyer shall not be required to record Record any terminations or satisfactions of any of Buyer's liens on the Collateral unless and until Seller has executed and delivered to Buyer a general release in a form acceptable to Buyer. Seller understands that this Section constitutes a waiver of its rights under Section 9-315 513 of the UCC. Notwithstanding the foregoing, any termination of this Agreement shall not affect Buyer's security interest in the Collateral and Collateral, Buyer's (ownership of the Purchased Receivables, Buyer’s Indemnity portion of the Obligations, any other rights granted to Buyer or Seller’s Obligations, and this Agreement shall continue to be effective, and Buyer's rights and remedies hereunder hereunder, including rights granted under this Agreement, the UCC, at law or in equity shall survive such termination, until all transactions entered into Indemnity Obligations, and other Obligations incurred hereunder under this Agreement or in connection herewith have been completed and satisfied in full.
Appears in 1 contract
Effectiveness; Term. This 24.1 The Parties shall file this Agreement shall only become effective upon with the Commission immediately following its execution and delivery by Seller and acceptance by Buyer in accordance with the Act and, unless earlier terminated as provided rejected by the Commission, this Agreement shall become fully effective when approved by the Commission (or the FCC if the Commission fails to act) or when deemed approved under the Act. Prior to such approval, this Agreement will be effective for the purposes of ordering collocations, trunk ordering, formation of the Committee and all other activities that must occur prior to the Interconnection Activation Date.
24.2 The Parties agree to Interconnect their networks pursuant to the terms and conditions of this Agreement in the Territory from June 14, 2001 until June 13, 2004 (the “Initial Term”) pursuant to Section 24.1. Upon expiration of the Initial Term, this AgreementAgreement shall automatically be renewed for additional one (1) year periods (each, a “Renewal Term”) unless a Party delivers to the other Party written notice of termination of this Agreement at least one hundred sixty (160) days prior to the expiration of the Initial Term or a Renewal Term, in which case this Agreement shall terminate at the expiration of the then-current term; provided, however, in the event a Party delivers timely to the other Party a written request to negotiate the rates, terms, and conditions of interconnection pursuant to Section 24.3 below, that this Agreement shall continue in full force and effect for the Initial Term until it is terminated or replaced by a superseding agreement as set forth in Section 24.3 below.
24.3 Upon delivery of written notice at least one hundred sixty (160) days prior to the Factoring Agreement made a part expiration of this Agreement and shall be deemed automatically renewed for successive twelve (12) month periods. Unless earlier terminated as provided in this Agreement, all Obligations either Party may require negotiations of the rates, terms, and conditions of the Interconnection arrangements to be effective upon such expiration. If the Parties are unable to satisfactorily negotiate such new terms within one hundred thirty five (135) days of such written notice, either Party may petition the Commission or take such other action as may be necessary to establish appropriate Interconnection arrangements. If the Parties are unable to mutually agree on such new terms or the Commission does not issue its order prior to the expiration date of the Agreement, this Agreement shall be due and payable continue in full at force and effect on and after the expiration of the last renewal term, subject to the terms and conditions of this Section 24.3 until terminated as provided herein. This Agreement may be terminated In the event that the Commission does not issue its order prior to the end expiration of the Initial Term Agreement, the Parties agree that the rates, terms and conditions ultimately ordered by such Commission or any renewal term (each, a Term) as follows: (a) Seller may terminate this Agreement at the end of the Term without payment of an Early Termination Fee, provided Seller gives at least thirty (30) days written notice prior to the end of the Initial Term or any renewal term; (b) Seller may terminate this Agreement at any time after giving Buyer at least thirty (30) days prior written notice and paying Buyer an Early Termination Fee equal to one half of one percent (0.50%) of the Maximum Credit multiplied negotiated by the number of months remaining in the then-current Term (the Early Termination Fee). Any partial month remaining in such Term shall constitute a full month for the purpose of calculating the Early Termination Fee. Any such termination Parties shall be effective upon payment retroactive to Buyer in full of all Obligations, including the Early Termination Fee; and (c) Buyer may terminate this Agreement without notice for any reasonsuch expiration date. Upon any such termination, all Obligations shall be immediately due and payable in full. If Buyer terminates this Agreement following the occurrence of an Event of Default under I.1, then in addition to all of the ObligationsUntil a revised or subsequent Interconnection arrangement becomes effective, the Early Termination Fee shall also be due and payable in full. In recognition of the Buyer's right to have its attorneys' fees and other expenses incurred in connection with this Agreement secured by the Collateral, notwithstanding payment in full of all Obligations by Seller, Buyer shall not be required to record any terminations or satisfactions of any of Buyer's liens on the Collateral unless and until Seller has executed and delivered to Buyer a general release in a form acceptable to Buyer. Seller understands that this Section constitutes a waiver of its rights under Section 9-315 of the UCC. Notwithstanding the foregoing, any termination of this Agreement shall not affect Buyer's security interest in the Collateral and Buyer's ownership of the Purchased Receivables, and this Agreement Parties shall continue to be effective, and Buyer's rights and remedies hereunder shall survive such termination, until all transactions entered into and Obligations incurred hereunder or perform in connection herewith have been completed and satisfied in fullaccordance with the terms of this Agreement.
Appears in 1 contract
Samples: Telecommunications
Effectiveness; Term. This Agreement shall only become effective upon execution and delivery by Seller and acceptance by Buyer and, unless earlier terminated as provided in this Agreement, shall continue in full force and effect for an initial term of twelve (12) months from the Initial Term set forth in the Factoring Agreement made a part of this Agreement Funding Date and shall be deemed automatically renewed for successive twelve (12) month periods. Unless earlier terminated as provided in this Agreement, all Obligations shall be due and payable in full at the expiration of the last renewal term. This Agreement may be terminated prior to the end of the Initial Term or any renewal term (each, a “Term”) as follows: (a) Seller may terminate this Agreement at the end of the Term without payment of an Early Termination Fee, provided Seller gives at least thirty sixty (3060) days written notice prior to the end of the Initial Term or any renewal term; (b) Seller may terminate this Agreement at any time after giving Buyer at least thirty sixty (3060) days prior written notice and paying Buyer an Early Termination Fee equal to one half of one percent (0.50%) of the Maximum Credit multiplied by the number of months remaining in the then-current Term (the “Early Termination Fee”). Any partial month remaining in such Term shall constitute a full month for the purpose of calculating the Early Termination Fee. Should Seller obtain Replacement Financing, Seller may terminate this Agreement without paying an Early Termination Fee with Seller giving Buyer at least thirty (30) days prior written notice. Any such termination shall be effective upon payment to Buyer in full of all Obligations, including the Early Termination Fee; and (c) Buyer may This Agreement shall automatically terminate this Agreement without notice for any reason. Upon any such termination, all Obligations shall be immediately due and payable in full. If Buyer terminates this Agreement following the occurrence of an Event of Default under I.1Section 9. Upon any such termination following an Event of Default, then in addition to all of the Obligations, including the Early Termination Fee Fee, shall also be due and payable in full. In recognition of the Buyer's ’s right to have its attorneys' ’ fees and other expenses incurred in connection with this Agreement secured by the Collateral, notwithstanding payment in full of all Obligations by Seller, Buyer shall not be required to record any terminations or satisfactions of any of Buyer's ’s liens on the Collateral unless and until Seller has executed and delivered to Buyer a general release in a form acceptable to Buyer. Seller understands that this Section constitutes a waiver of its rights under Section 9-315 513 of the UCC. Notwithstanding the foregoing, any termination of this Agreement shall not affect Buyer's ’s security interest in the Collateral and Collateral, Buyer's ’s ownership of the Purchased Receivables, Buyer’s Indemnity portion of the Obligations, any other rights granted to Buyer or Seller’s Obligations, and this Agreement shall continue to be effective, and Buyer's ’s rights and remedies hereunder hereunder, including rights granted under this Agreement, the UCC, at law or in equity shall survive such termination, until all transactions entered into Indemnity Obligations, and other Obligations incurred hereunder under this Agreement or in connection herewith have been completed and satisfied in full.
Appears in 1 contract