Non-Termination Clause Samples
A Non-Termination clause defines circumstances under which a contract or specific obligations within it will continue to remain in effect, even if other parts of the agreement are terminated. Typically, this clause identifies certain provisions—such as confidentiality, indemnification, or dispute resolution—that survive the end of the contract, ensuring ongoing responsibilities or protections. Its core practical function is to maintain the enforceability of key obligations beyond the contract’s termination, thereby protecting the interests of the parties after the main agreement has ended.
POPULAR SAMPLE Copied 51 times
Non-Termination. This agreement may not be terminated for one year following the "Initial Date of Deposit", as that term is defined in the Trust Indenture, unless the streetTRACKS(R) GolD Trust is terminated during that period.
Non-Termination. Except as otherwise expressly provided in this Agreement, this Agreement shall not terminate, nor shall either Party’s interest in the Shared Facilities be extinguished, lost, conveyed or otherwise impaired, in whole or in part, by any cause or for any reason whatsoever, including (a) any damage to or destruction of all or any part of the Shared Facilities or the taking of the Shared Facilities or any portion thereof by condemnation, requisition, eminent domain or otherwise, (b) any default in the performance or the observance by any Party of any of their respective covenants and agreements to be performed and observed by such Party hereunder, (c) the insolvency, bankruptcy, reorganization or similar proceedings by or against any Party, or (d) any other reason whatsoever, whether similar or dissimilar to any of the foregoing.
Non-Termination. The parties shall not have terminated this Agreement pursuant to Section 8(c) hereof.
Non-Termination. Brylane agrees that because this Annex cannot be --------------- terminated during the initial term, in any circumstance in which Brylane purports to terminate this Annex (other than as a result of TJX's material default which is not cured by TJX after a reasonable opportunity to cure) Brylane shall continue to pay all charges otherwise due hereunder, as if there had been no termination, and, that for purposes of computing charges, Brylane's usage will be deemed to be not less than 90% of its estimates for fiscal 1998, fiscal 1999, and fiscal 2000, all as set forth in Attachment I hereto. ATTACHMENT I BRYLANE, L.P. COMPUTER USAGE REQUIREMENTS AND ESTIMATES START-UP USAGE CATEGORY PERIOD FY 98 FY 99 FY 00 -------------- -------- ----- ----- ----- Total CUP (600J hours) 1,392 11,956 10,778 11,399 Print Lines (in 000's) 1-Up 6,164 31,297 34,003 36,954 2-Up 392 3,367 3,683 4,028 Remote 230,805 1,881,832 2,070,015 2,194,216 On-line View 12,000 105,246 115,770 127,347 Dedicated Disk 223 2,333 2,799 2,799 Payroll Checks (000's)* 16 120 126 132 Microfiche (000's) 11 73 81 89 Data Entry Records (000's) 12 116 127 140 Network Connect/Use Home Office 870 6,528 6,528 6,528 Acct. Sys. (months) 2 3 0 0 NOTE: * - Payroll check processing and the related Human Resource Services can be terminated effective January 1 of any year with written notification to TJX by July 1 of the prior year. ATTACHMENT II
Non-Termination. Landlord has the remedy described in California Civil Code Section 1951.4 (Landlord may continue this Lease in effect after Tenant's breach and abandonment and recover rent as it becomes due, if Tenant has the right to sublet or assign, subject only to reasonable limitations). During the continuance of an Event of Default, Landlord may enter the Premises without terminating this Lease and sublet all or any part of the Premises for Tenant's account to any person, for such Term (which may be a period beyond the remaining term of this Lease), at such rents and on such other terms and conditions as Landlord deems advisable. In the event of any such subletting, rents received by Landlord from such subletting shall be applied (i) first, to the payment of reasonable costs of maintaining, preserving, altering and preparing the Premises for subletting and other reasonable costs of subletting, including, broker's commissions and attorneys' fees; (ii) second, to the payment of rent then due and payable; (iii) third, to the payment of future rent as the same may become due and payable hereunder; and (iv) fourth, the balance, if any, shall be paid to Tenant upon (but not before) expiration of the Term. If the rents received by Landlord from such subletting, after application as provided above, are insufficient in any month to pay the rent due and payable hereunder for such month, Tenant shall pay such deficiency to Landlord monthly upon demand. Notwithstanding any such subletting for Tenant's account without termination, Landlord may at any time thereafter, by written notice to Tenant, elect to terminate this Lease by virtue of a previous Event or Default.
Non-Termination. Subject to the other provisions of this Agreement that provide a specific right of termination, failure to consummate the Closing on the Closing Date will not result in the termination of this Agreement and will not relieve any Party of any obligation under this Agreement.
Non-Termination. The Superintendent of the District, an assistant superintendent of the District, the General Counsel of the District, the Consultant, or staff appointed or retained by the Consultant will not be terminated without good and just cause (including without limitation failure to comply with the Financial and Operating Plan) and the approval of the Treasurer. The Superintendent of the District and the General Counsel of the District may not be terminated without the approval of the School Board. No additional employment rights or protections may be implied from this paragraph, including, but not limited to, rights or protections in the event of an uncured material breach of this Agreement or the District’s placement in receivership.
Non-Termination. If this Lease is not terminated in accordance with the provisions of Section 16.1, then, until the repair and restoration of the Premises is completed Tenant shall be required to pay Base Rent and Additional Rent only for that portion of the Premises that Tenant, in its reasonable judgment, is able to use (as such use is contemplated by this Lease) while repairs are being made, provided that if Tenant asserts that Tenant is unable to use a portion of the Premises pursuant to this Section 16.3, Tenant must cease its use of such portion of the Premises during the abatement period. Landlord shall bear the costs and expense of repairing and restoring the Premises, subject to the limitations on Landlord’s obligations set forth in this Article 16. Notwithstanding any other provision of this Lease, if the Premises or the Building shall be totally or partially damaged by fire or other casualty resulting from the gross negligence or the intentional misconduct of Tenant, or its agents, employees, licensees, or invitees during the Lease Term, and such damage is in whole or in part not covered by the insurance required of Landlord hereunder, then the non-covered damage shall be repaired at the expense of Tenant under the direction and supervision of Landlord, provided that Tenant shall not be liable for any insurance deductibles unless the casualty was due solely to Tenant’s intentional misconduct.
Non-Termination. As an alternative remedy upon Lessee's default, ▇▇▇▇ may elect not to terminate this Agreement in which event the Lessee shall continue to perform all conditions and obligations to be performed by Lessee hereunder, notwithstanding any entry or reentry by ▇▇▇▇, or commencement of any suit in unlawful detainer or other action brought by ▇▇▇▇ for the purpose of effecting such entry or reentry or obtaining possession of the Leased Premises. After giving Lessee ten (10) days written notice, ▇▇▇▇ may reenter the Leased Premises to take possession thereof. ▇▇▇▇ shall use reasonable diligence to relet the Leased Premises upon such terms and conditions as ▇▇▇▇ may deem advisable. Lessee agrees that this Agreement constitutes full and sufficient notice of the right of ▇▇▇▇ to relet the Leased Premises in the event of such reentry, without effecting the surrender or termination of this Agreement. Rentals or other proceeds received by ▇▇▇▇ from subletting the Leased Premises shall be credited against the Outstanding Rental Balance after deducting from such proceeds all of ▇▇▇▇'▇ expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys fees, expenses of employees, removal costs, alteration costs and expenses of preparation for reletting.
Non-Termination. In the event that (i) Buyer does not elect to terminate this Agreement pursuant to Section 16(a); or (ii) prior to Closing any non-material portion of the Property is subject to a taking by a public authority (a “Non-Material Taking”), the Buyer shall accept the Property in its then condition and proceed with the Closing without any abatement of the Purchase Price whatsoever, in which event, at Closing, all of the insurance proceeds (including, without limitation, any assignable business interruption insurance proceeds payable for losses incurred after Closing, but not before Closing), condemnation award, or right to such proceeds or condemnation award, shall be assigned by Seller to Buyer, and any monies theretofore received by Seller that have not been used by Seller on account of any reasonably necessary repairs or restorations in connection with such damages or other casualty or condemnation shall be paid over to Buyer.