Effects of the Termination Sample Clauses

Effects of the Termination. In the event of termination of this Agreement for any reason whatsoever (except for the dissolution of the Issuer), the following will apply: (a) The Issuer hereby authorises and the Corporate Services Provider is held to bring the change of address of the registered office of the Issuer to the knowledge of third parties and to render it public on behalf of the Issuer, as applicable. (b) The Issuer undertakes to effect the amendments to the Register and the legal publications required for changing the address of its registered office as soon as possible. (c) In any case, unless the Issuer has appointed its own corporate services provider, the Corporate Services Provider undertakes to use best efforts to take contact with another corporate services provider and to organise the transfer of the registered office and to cooperate with the Issuer and the Security Trustee in this respect. The Corporate Services Provider undertakes to notify, for information purposes only, the Security Trustee, the Issuer and the Shareholder(s) (including New Shareholders, if any), of the name and contact details of the new corporate services provider. The notice shall be given by registered mail, postage prepaid and acknowledgment of receipt requested, or by telefax. (d) Upon termination of this Agreement, the Corporate Services Provider hereby undertakes to hand over any and all books, ledgers, registers, documents, contracts, agreements or other documents belonging to the Issuer or to its director(s) or to any other person who can prove to be henceforth the new corporate services provider of the Issuer. In the event that at the time of the cancellation the Issuer fails to take delivery of the books, ledgers or other documents held by the Corporate Services Provider for account of the Issuer, the Corporate Services Provider shall be authorised to deposit such documents at the expense of the Issuer, as the case may be, with another custodian. Such custodian shall be chosen by the Corporate Services Provider in its sole but reasonable discretion, and upon deposit therewith the Corporate Services Provider will be discharged from any liability with regard to the safekeeping of such books and documents. (e) The books, ledgers and documents shall be surrendered to the Issuer, or as the case may be, its representatives only in return for a properly signed receipt and discharge (signed by the director of the Issuer). In such event, the Corporate Services Provider shall not be held liab...
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Effects of the Termination. In the event of termination of the Merchant agreement for any reason, the Merchant shall immediately destroy any software received, including any copies, for use of the BankID Service. The Merchant must simultaneously stop all use of the trademark. The Merchant's BankID Service will be invalid for further use. TERMINATION FOR CAUSE‌ A Party has the right to terminate the Merchant agreement by written notice with immediate effect if: • A Party commits a substantial breach of the Merchant agreement with appendices. • The Merchant does not comply with the terms of the Agreement framework and does not rectify this within thirty (30) days from receiving a written notification. • The Merchant no longer has a customer relationship to a Norwegian bank that is authorized to issue BankID and thus no longer has a valid BankID. • The Merchant becomes petitioned for bankruptcy and such a bankruptcy petition is not averted within thirty (30) days. • The Merchant is declared bankrupt or discontinued or initiates debt negotiations, liquidation or related. Substantial breach is for example, but not limited to, breach of payment obligations towards the Reseller, the Merchant uses BankID Services or BankID Certificate in the course of infringement, illegal activities or in a manner that could impair the trust, the reputation or the goodwill of the BankID brand, the BankID Service, the Issuer, other issuers, the Reseller or the Company. FORCE MAJEURE None of the Parties are liable for breach if an extraordinary situation outside a Party's control dismisses the Party’s ability to fulfil the obligations of the Merchant agreement, and under Norwegian law is considered as Force Majeure. The lapse of duty to fulfil the Merchant agreement lasts for as long as the extraordinary situation persists. The Parties are obliged to mitigate the effects of the extraordinary situation to the extent possible. The Parties are obliged to notify each other without undue delay in the event of a Force Majeure situation. In the case of Force Majeure, each of the Parties may terminate the Merchant agreement if the situation lasts longer than thirty (30) days, calculated from the day the situation occurs. AMENDMENTS‌ Minor changes in the content, terms and conditions related to any service and supplement contained in the BankID Service as described in the product description on the Company's website and the Reseller portal may be changed unilaterally by the Company with two (2) weeks written notice pr...
Sample 1
Effects of the Termination. 22.1 Upon resolution or termination of this Agreement for any cause: 22.1.1 All rights and obligations contained herein shall cease and terminate, except for those which, due to their nature or the terms agreed upon, must survive termination (including but not limited to confidentiality, personal data protection, liability, or applicable law and jurisdiction); 22.1.2 TRUSTCLOUD shall cease to provide the Services; and 22.1.3 The Customer shall immediately cease the use of these Services and, if applicable, of the Platform or any material whose Intellectual Property is held by the Supplier. 22.1.4 Notwithstanding the foregoing, the resolution or termination of the Agreement shall not release the Parties from any of their obligations already incurred and, in particular, to the immediate payment of any amount accrued up to the effective date of termination of the agreement. 22.2 In the event of early termination, the Customer shall pay the Supplier all amounts due until the end of the current period of the Agreement, including those disbursements that the Supplier had paid in anticipation of the continuity of the contracted service, and the Customer shall not be entitled to reimbursement of any amount. 22.3 The Parties agree to enter into a Termination Agreement (which will include an Evidence Transfer Plan) which will be developed according to the following rules: 22.3.1 The early termination shall not affect the provision by the Provider of the services detailed in the second clause of this Agreement and the payment thereof by the Client, which shall continue to be performed under the same conditions until the end of the Transfer Plan. 22.3.2 Without prejudice to the modifications that, when the time comes and according to the volume and characteristics of the managed digital assets, the Parties may agree upon, the Transfer Plan shall be developed in accordance with the following standards: 22.3.3 Within a maximum period of one (1) month from the effective termination of the Contract, TRUSTCLOUD shall make available to the Client, or the third party expressly designated by the Client, the evidence generated during the provision of the service through a remote access system that guarantees the Client’s access capacity and that the download is carried out under technical conditions that ensure its confidentiality. 22.3.4 The Customer shall have a maximum period of fifteen (15) calendar days from the time the digital assets are made available to remove and/or ...
Sample 1
Effects of the Termination. 14.1 The Marketer shall retain any compensation already rightly paid out. In addition, the Marketer shall be entitled to any compensation pay- ments for which all conditions according to the Lyconet Compensation Plan have already been satisfied at the time of termination. The Marketer shall not be entitled to assert any further claims against Lyconet, subject to mandatory legal claims. 14.2 Unless otherwise agreed, payments made by the Marketer (e.g. for services or voucher orders) shall not be refunded. No expenses of the Marketer shall be refunded.
Sample 1
Effects of the Termination. Upon Termination: 15.1 A Promoter will be entitled to receive remuneration, if any, accrued before the My Saharogya Marketing Agreement was terminated as per the My Saharogya Income Plan. 15.2 A Promoter will have no right to receive any further remuneration. To the maximum extent permitted by law, all further claims on the part of the Promoter against My Saharogya will be excluded.
Sample 1
Effects of the Termination 
Sample 1Sample 2Sample 3

Related to Effects of the Termination

  • Effects of Termination In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.

  • Certain Effects of Termination If this Agreement is terminated as provided in Section 6.01, except as set forth in Section 7.03, this Agreement shall become null and void and have no further force or effect, but the parties shall not be released from any liability arising from or in connection with any breach hereof occurring prior to such termination.

  • Events of Termination Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

  • Acceleration Termination of Facilities Terminate the Commitment and declare the principal of and interest on the Loans and the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents (including, without limitation, all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented or shall be entitled to present the documents required thereunder) and all other Obligations (other than Hedging Obligations), to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrower to request borrowings or Letters of Credit thereunder; provided, that upon the occurrence of an Event of Default specified in Section 12.1(i) or (j), the Credit Facility shall be automatically terminated and all Obligations (other than Hedging Obligations) shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or in any other Loan Document to the contrary notwithstanding.

  • Termination Effect of Termination 41 Section 8.01. Termination............................................................. 41 Section 8.02. Effect of Termination................................................... 42

  • Termination After Change of Control In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which the EMPLOYEE is employed is changed before the expiration of the TERM, or (C) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reduced, then the following shall occur: (I) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 of the EMPLOYEE, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of this subparagraph (I); (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the EMPLOYERS' expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.

  • Other Termination Events Subject to Section 5.3(b), this Agreement shall terminate with respect to all Parties upon the earliest to occur of (a) a written agreement among the Parties to terminate this Agreement, (b) the Closing and (c) termination of this Agreement in accordance with Section 5.1 by written notice.

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • Servicer Events of Termination (a) If any one of the following events (“Servicer Events of Termination”) shall occur and be continuing: (A) The failure by the Servicer to make any Advance; or (B) any other failure by the Servicer to deposit in the Collection Account or the Distribution Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of one Business Day after the date upon which written notice of such failure shall have been given to the Servicer by the Trustee or to the Servicer and the Trustee by the NIMS Insurer or any Holders of a Regular Certificate evidencing at least 25% of the Voting Rights; or (ii) The failure by the Servicer to make any required Servicing Advance which failure continues unremedied for a period of 30 days, or the failure by the Servicer duly to observe or perform, in any material respect, any other covenants, obligations or agreements of the Servicer as set forth in this Agreement, which failure continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 90 days), after the date (A) on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee or to the Trustee by the NIMS Insurer or any Holders of a Regular Certificate evidencing at least 25% of the Voting Rights or (B) of actual knowledge of such failure by a Servicing Officer of the Servicer; or (iii) The entry against the Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 days; or (iv) The Servicer shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property; or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged, unbonded or unstayed for a period of 60 days; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (v) A Delinquency Servicer Termination Trigger has occurred and is continuing; (b) then, and in each and every such case, so long as a Servicer Event of Termination shall not have been remedied within the applicable grace period, (x) with respect solely to clause (i)(A) above, if such Advance is not made by 5:00 P.M., New York time, on the Business Day immediately following the Servicer Remittance Date (provided the Trustee shall give the Servicer notice of such failure to advance by 5:00 P.M. New York time on the Servicer Remittance Date), the Trustee shall, at the direction of the NIMS Insurer, terminate all of the rights and obligations of the Servicer under this Agreement, to the extent permitted by law, and in and to the Mortgage Loans and the proceeds thereof and the Trustee, or a successor servicer appointed in accordance with Section 7.02, shall immediately make such Advance and assume, pursuant to Section 7.02, the duties of a successor Servicer and (y) in the case of (i)(B), (ii), (iii) or (iv) above, the Trustee shall, at the direction of the NIMS Insurer or the Holders of each Class of Regular Certificates evidencing Percentage Interests aggregating not less than 51%, by notice then given in writing to the Servicer (and to the Trustee if given by the NIMS Insurer or the Holders of Certificates), terminate all of the rights and obligations of the Servicer as servicer under this Agreement. Any such notice to the Servicer shall also be given to each Rating Agency, the Depositor and the Servicer. On or after the receipt by the Servicer (and by the Trustee if such notice is given by the Holders) of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section; and, without limitation, and the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents or otherwise. The Servicer agrees to cooperate with the Trustee (or the applicable successor Servicer) in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the delivery to the Trustee of all documents and records requested by it to enable it to assume the Servicer’s functions under this Agreement within ten Business Days subsequent to such notice, the transfer within one Business Day subsequent to such notice to the Trustee (or the applicable successor Servicer) for the administration by it of all cash amounts that shall at the time be held by the Servicer and to be deposited by it in the Collection Account, the Distribution Account, any REO Account or any Servicing Account or that have been deposited by the Servicer in such accounts or thereafter received by the Servicer with respect to the Mortgage Loans or any REO Property received by the Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Mortgage Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or if the predecessor Servicer is the Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses and to the extent not paid by the Servicer, by the Trust.

  • Obligation after the termination of personal data processing services

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