Expiration, Termination or Removal from Scope Sample Clauses

Expiration, Termination or Removal from Scope. Effective upon any expiration or termination for any reason (in whole or in part) of the Agreement, Supplier grants to Hawaiian Telcom a perpetual, irrevocable, non-exclusive, fully paid-up, royalty-free license to Use, and to sublicense to Third Parties to Use, the Supplier Technical Elements for the sole purpose of providing to itself, its Affiliates and the Authorized Users, or engaging Third Parties to Use solely in order to provide to Hawaiian Telcom, its Affiliates and the Authorized Users services that are similar to the Services. Effective upon the Removal from Scope of any Services where the Services being Removed from Scope are to be performed in-house by Hawaiian Telcom, Supplier grants the foregoing license with respect to the Supplier Technical Elements relating to the Services Removed from Scope. To the extent, however, that any such Supplier Technical Elements are used for design, analysis, and planning (rather than production, e.g.), the license granted above will not extend to any Third Party that is a Supplier Competitor. In no event may Hawaiian Telcom charge any Third Parties license fees for sublicensing any of the Supplier Technical Elements. The Supplier will provide Hawaiian Telcom copies of machine-readable and human-readable source code and technical documentation for any Supplier Technical Elements that are Software upon expiration, termination or, in Master Services Agreement 42 February 4, 2005 Final Hawaiian Telcom/Supplier CONFIDENTIAL the case of Supplier Technical Elements that are Software and that relate to Services being Removed from Scope, upon such Removal from Scope provided the Services being Removed from Scope are to be performed in-house by Hawaiian Telcom, as applicable. Any support for any such Supplier Technical Elements that Hawaiian Telcom may, in its sole discretion, choose to purchase from the Supplier in respect of time periods after the expiration, termination, or such Removal from Scope (i.e., where the Services being Removed from Scope are to be performed in-house by Hawaiian Telcom) as applicable will be on terms and conditions that are no less favorable than the terms and conditions the Supplier may then offer to its other similarly situated customers.
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Related to Expiration, Termination or Removal from Scope

  • Action upon Termination or Removal Promptly upon the effective date of termination of this Agreement pursuant to Section 8, or the removal or resignation of the Administrator pursuant to Section 8, the Administrator shall be entitled to be paid by the Servicer all fees accruing to it to the date of such termination or removal.

  • Action upon Termination, Resignation or Removal Promptly upon the effective date of termination of this Agreement pursuant to the first sentence of Section 1.09 or the resignation or removal of the Administrator pursuant to Section 1.09(a), (b) or (c), respectively, the Administrator shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such termination, resignation or removal. The Administrator shall forthwith upon such termination pursuant to the first sentence of Section 1.09 deliver to the Issuer all property and documents of or relating to the Collateral then in the custody of the Administrator. In the event of the resignation or removal of the Administrator pursuant to Section 1.09(a), (b) or (c), respectively, the Administrator shall cooperate with the Issuer and take all reasonable steps requested to assist the Issuer in making an orderly transfer of the duties of the Administrator.

  • Expiration/Termination The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties (the “Term”). Civitas may terminate this Agreement upon written notice to Consultant (a) at any time for Cause (as defined below) or (b) at any time after Consultant’s commencement of employment with a 3rd party for greater than twenty (20) hours per week. Consultant may terminate this Agreement at any time without cause upon not less than thirty (30) days’ prior written notice to Civitas. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination, provided that, if Civitas terminates this Agreement without Cause, then all consulting fees that would have been paid during the Term had Civitas not terminated the Agreement without Cause, shall be paid to Consultant in one lump sum upon the effective date of the termination of this Agreement. Upon expiration or termination of this Agreement, neither Consultant nor Civitas will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by Civitas, unless Civitas specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Civitas all Work Product made through expiration or termination; (c) Civitas will pay Consultant any monies due and owing Consultant under this Agreement and all authorized expenses actually incurred; (d) Consultant will immediately return to Civitas all Civitas Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 3, 5, 6, 7, 8, 9 and 10 will survive expiration or termination of this Agreement. For purposes of this Agreement, “Cause” shall mean Consultant’s conviction of, or guilty plea to, a felony, (ii) Consultant’s commission of a fraudulent, illegal or materially dishonest act in connection with Consultant’s engagement by Civitas, as reasonably determined by Civitas’ Board of Directors acting in good faith, or (iii) Consultant’s willful and repeated failure or refusal to attempt to perform Consultant’s duties to Civitas or material breach of this Agreement or any other agreement between Civitas and Consultant.

  • Voluntary Termination or Termination for Cause If Executive is no longer employed by the Company or any of its subsidiaries as a result of Executive's termination for Cause or resignation, then on or after the Termination Date, the Company may elect to purchase all or any portion of the Executive Units at a price per Unit equal to the lower of the Original Value thereof or the Fair Market Value thereof determined as described in clause (b)(1) above; provided, however, that if Executive resigns on or after the fifth anniversary of the date hereof, then on or after such Termination Date, the Company may elect to purchase all or any portion of the Executive Units at a price per unit equal to the Fair Market Value thereof determined as described in clause 3(b)(1) above.

  • Automatic Termination This Agreement shall automatically and immediately terminate in the event of its “assignment” (as defined in the 1940 Act).

  • Voluntary Termination; Termination for Cause If Executive's employment with the Company terminates voluntarily by Executive or for Cause by the Company, then all vesting of the Option and all other options granted to Executive will terminate immediately and all payments of compensation by the Company to Executive hereunder and all obligations with respect thereto (including, without limitations, with respect to base salary, bonuses, employee benefits, relocation and temporary living reimbursements and other expense reimbursements) will terminate immediately (except as to amounts already earned).

  • Term Termination 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.

  • Compensation Upon Termination or During Disability In the event Executive is disabled or his employment terminates during the Employment Period, the Company shall provide Executive with the payments and benefits set forth below. Executive acknowledges and agrees that the payments set forth in this Section 8 constitute liquidated damages for termination of his employment during the Employment Period.

  • Right to Terminate Following Termination Event Sections 6(b)(ii)-(iv) are deleted in their entirety and replaced by the following:

  • DEFAULT; TERMINATION OF SERVICER 95 SECTION 7.01. Events of Default...........................................................95 SECTION 7.02. Trustee to Act; Appointment of Successor....................................97 SECTION 7.03. Notification to Certificateholders..........................................98

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