Extension of SAs and the Agreement Sample Clauses

Extension of SAs and the Agreement. 8.2.1 Upon Purchaser’s request, Purchaser may request an extension of specific individual Ongoing Services to continue past the Initial Termination Date, provided Purchaser gives Seller at least thirty (30) days written notice prior to the expiration of the applicable term for such Ongoing Service (e.g., as set forth in Section 8.1 or set forth in the applicable SA). This extension shall be available at Purchaser’s request and shall commence on the Initial Termination Date. The extension will be for a three (3) month period (“Extension Period”) unless a shorter time is set forth in the Extension Period request. This Agreement shall not terminate as long as an Extension Period is effective. For purposes hereof, the “Termination Date” shall be the Initial Termination Date, or, if there is an Extension Period, the last day of the Extension Period. With respect to the Extension Period, Purchaser will be charged an extension fee of two million dollars ($2,000,000) in addition to fees for extended Ongoing Services.
Sample 1
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Extension of SAs and the Agreement. 8.2.1 Upon Purchaser’s request, Purchaser may request an extension of specific individual Services to continue past the Initial Termination Date, up to two times, provided Purchaser gives Seller at least thirty (30) days written notice prior to the expiration of the applicable term for such Service (e.g., as set forth in Section 8.1 or set forth in the applicable SA) or expiration of the first Extension period, as applicable. The first such extension shall be available at Purchaser’s request and shall commence on the Initial Termination Date, but the second such extension must be mutually agreed to by both Seller and Purchaser. Each of the two extensions will be in a three (3) month or quarterly increment (“Extension Periods”) unless a shorter time is set forth in the applicable Extension Period request. This Agreement shall not terminate as long as an Extension Period is effective. For purposes hereof, the “Termination Date” shall be the Initial Termination Date, or, if there are one or more Extension Periods, the last day of the last Extension Period. 8.2.2 With respect to the first Extension Period, Purchaser will be charged an extension fee of up to $10,000,000 (depending on which Services are requested to be extended) payable on the fifteenth day of the Extension Period. In addition, all Separation Agreement fees for the Extension Period will increase 10% from the original fees. With respect to the second Extension Period, Purchaser will be charged an extension fee of up to $25,000,000 (depending on which Services are requested to be extended) payable on the fifteenth day of the second Extension Period. In addition, all Separation Agreement fees for the second Extension Period will increase 25% from the original fees. The actual extension fee will be based on the Service(s) Purchaser elects to extend. If Purchaser requests the extension of any Service within any of the following Service categories (as such services are categorized on Annex A), and such Service is provided to Purchaser on or after the fifteenth day of the first Extension Period or second Extension Period, Purchaser shall pay to Seller the following fees for each such Service category with respect to such Extension Period: Governance (Finance) $ 3 million $ 8 million IT (including ERP) $ 6.5 million $ 16 million Workplace Services $ 500,000 $ 1 million No extension fee will be payable for a Service category for an Extension Period if all Services in such Service category are terminated ...
Sample 1
Extension of SAs and the Agreement. Subject to Purchaser’s payment of the increased fees associated with each Extension Period as set forth in Annex A, Purchaser shall have the right to extend the term of this Agreement for three (3) additional one-month periods (each such extension, an “Extension Period”) by delivery of a written notice to Seller Parent at least thirty (30) days prior to the Initial Termination Date or the expiration of the applicable Extension Period. For purposes hereof, the “Termination Date” shall be the Initial Termination Date or, if there is one or more Extension Period, the last day of the final Extension Period.
Sample 1

Related to Extension of SAs and the Agreement

  • Execution of the Agreement The Company, the party executing this Agreement on behalf of the Company, and the Consultant, have the requisite corporate power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder. All corporate proceedings have been taken and all corporate authorizations and approvals have been secured which are necessary to authorize the execution, delivery and performance by the Company and the Consultant of this Agreement. This Agreement has been duly and validly executed and delivered by the Company and the Consultant and constitutes a valid and binding obligation, enforceable in accordance with the respective terms herein. Upon delivery of this Agreement, this Agreement, and the other agreements and exhibits referred to herein, will constitute the valid and binding obligations of Company, and will be enforceable in accordance with their respective terms. Delivery may take place via facsimile transmission.

  • Expiration and Extension of the Offer (i) Unless the Offer is extended pursuant to and in accordance with this Agreement, the Offer shall expire at midnight, New York Time, on the date that is twenty (20) Business Days after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (as such date and time may be extended, the “Expiration Time”). In the event that the Offer is extended pursuant to and in accordance with this Agreement, then the Offer shall expire on the date and at the time to which the Offer has been so extended. (ii) Notwithstanding the provisions of Section 2.1(d)(i) or anything to the contrary set forth in this Agreement: (A) Acquisition Sub shall extend the Offer for any period required by any Law or Order, or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQ, in any such case that is applicable to the Offer; (B) in the event that any of the conditions to the Offer set forth on Annex A, other than the Minimum Condition, are not satisfied or waived (if permitted hereunder) as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for successive extension periods of ten (10) Business Days each (or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer; and (C) in the event that all of the conditions to the Offer set forth on Annex A have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, as of any then scheduled expiration of the Offer, Acquisition Sub shall extend the Offer for an extension period of ten (10) Business Days (or any longer period as may be approved in advance by the Company), it being understood and agreed that Acquisition Sub shall not be required to extend the Offer pursuant to this clause (C) on more than two (2) occasions, but may, in its sole discretion, elect to do so; provided, however, that the foregoing clauses (A), (B) or (C) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Article IX, and in no event shall Acquisition Sub be required to extend the Offer beyond the Termination Date. (iii) Neither Parent nor Acquisition Sub shall extend the Offer in any manner other than pursuant to and in accordance with the provisions of Section 2.1(d)(ii) without the prior written consent of the Company. (iv) Neither Parent nor Acquisition Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Article IX, in which case Acquisition Sub shall (and Parent shall cause Acquisition Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

  • Term of the Agreement 2.1 The term of this Agreement shall be two years, beginning on the Effective Date and shall apply to the state(s) of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina and Tennessee. 2.2 The Parties agree that by no earlier than two hundred seventy (270) days and no later than one hundred and eighty (180) days prior to the expiration of this Agreement, they shall commence negotiations for a new agreement to be effective beginning on the expiration date of this Agreement (“Subsequent Agreement”). If as of the expiration of this Agreement, a Subsequent Agreement has not been executed by the Parties, then except as set forth in Section 2.3.2 below, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section 2.3 below. 2.3 If, within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate terms, conditions and prices for the Subsequent Agreement pursuant to 47 U.S.C. 252. In the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the Subsequent Agreement without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of this Agreement. 2.3.1 Except as set forth in Section 2.3.2 below, Notwithstanding the foregoing, in the event that as of the date of expiration of this Agreement and conversion of this Agreement to a month-to-month term, the Parties have not entered into a Subsequent Agreement and no arbitration proceeding has been filed in accordance with Section 2.3 above, then either Party may terminate this Agreement upon sixty

  • Modification of the Agreement Notwithstanding any of the provisions of this Agreement, the parties may agree to amend this Agreement. No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto. No oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto.

  • Ratification of the Agreement As amended by this Amendment, the Agreement is in all respects ratified and confirmed, and the Agreement, as so amended by this Amendment, shall be read, taken and construed as one and the same instrument.

  • Operation of the Agreement The Parties recognize that it is impractical in this Agreement to provide for every contingency which may arise during the life of the Agreement, and the Parties hereby agree that it is their intention that this Agreement shall operate fairly as between them, and without detriment to the interest of either of them, and that, if during the term of this Agreement either Party believes that this Agreement is operating unfairly, the Parties will use their best efforts to agree on such action as may be necessary to remove the cause or causes of such unfairness, but failure to agree on any action pursuant to this Clause 8.2 shall not give rise to a dispute subject to arbitration in accordance with Clause 9 hereof.

  • Conclusion of the Agreement 1. All offers made by the Freight Forwarder are non-binding. 2. Agreements, as well as amendments of and additions to these agreements, shall only become effective if and insofar as the Freight Forwarder has confirmed these in writing or the Freight Forwarder has started to perform the Services.

  • Amendment of the Agreement The Company and the Participant may amend this Agreement only by a written instrument signed by both parties.

  • Application of the Agreement (1) This Agreement shall apply to investments made in the territory of either Contracting Party in accordance with its legislation by investors of the other Contracting Party prior as well as after the entry into force of this Agreement. (2) This Agreement shall not apply to claims which have been settled or procedures which have been initiated prior to its entry into force.

  • Duration of the Agreement This Agreement shall come into effect on the day and year stated in Box 4 and shall continue until the date stated in Box 17. Thereafter it shall continue until terminated by either party giving to the other notice in writing, in which event the Agreement shall terminate upon the expiration of a period of two months from the date upon which such notice was given.

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