Partial Termination for Convenience Sample Clauses

Partial Termination for Convenience. (i) Commencing on the twenty-fifth (25th) month from the Amended and Restated Effective Date of this Agreement, Phoenix may terminate certain Service Towers, in the manner reflected in this Section 21.3(b), for convenience and without cause at any time by (i) giving Vendor at least six (6) months prior written notice designating the effective termination date and (ii) the payment of the applicable partial termination for convenience fee. Such partial termination for convenience fee shall be the sum of the following amounts: (a) the applicable amount reflected in Exhibit C-8 to Schedule C (Charges), (b) the then-current book value (as reflected on Vendor’s books) of all assets, including, without limitation, hardware, software and any pre-paid amounts for maintenance, to the extent such assets are used by Vendor in the Service Tower being terminated solely to provide the Services to Phoenix (less any amounts paid by Phoenix for such assets pursuant to Section 21.10(c)(iii)(B)), and (c) an amount which is equal to the sum of ten percent (10%) of the Base Charges for the terminated Service Tower for the twelve (12) month period following the effective date of such partial termination. Solely with respect to that portion of the partial termination for convenience fee described in (a) above, if, at the end of such twelve (12) month period, the total aggregate Charges paid by Phoenix to Vendor in such period (the “Actual Annual Revenues”) exceeds the projected Base Charges for all Service Towers for such period (including any applicable cost of living adjustments described in Section 8 of Schedule C (Charges) (the “Projected Base Charges”) then, Vendor shall pay Phoenix an amount equal to the difference between the Actual Annual Revenues and the Projected Base Charges not to exceed the fee paid in (a) above. In addition, with respect to the assets described in (b) above, Vendor shall make a good faith effort to re-deploy such assets within its environment or with other customers, and Phoenix shall be relieved of paying the proportionate amount reflected in (b) to the extent Vendor is successful in doing so.
Sample 1
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Partial Termination for Convenience. (i) Commencing on the twenty-fifth (25th) month from the Effective Date of this Agreement, Phoenix may terminate certain Service Towers, in the manner reflected in this Section 21.3(b), for convenience and without cause at any time by (i) giving Vendor at least six (6) months prior written notice designating the effective termination date and (ii) the payment of the applicable partial termination for convenience fee. Such partial termination for convenience fee shall be the sum of the _______________________________________________________________________________________________________________ July 29, 2004 Phoenix and Vendor CONFIDENTIAL Page 85 BRMFS1 509411v3 Technology Services Agreement _______________________________________________________________________________________________________________ following amounts: (a) the applicable amount reflected in Exhibit C-8 to Schedule C (Charges), (b) the then-current book value (as reflected on Vendor's books) of all assets, including, without limitation, hardware, software and any pre-paid amounts for maintenance, to the extent such assets are used by Vendor in the Service Tower being terminated solely to provide the Services to Phoenix (less any amounts paid by Phoenix for such assets pursuant to Section 21.9(d)(iii)(B)), and (c) an amount which is equal to the sum of ten percent (10%) of the Base Charges for the terminated Service Tower for the twelve (12) month period following the effective date of such partial termination. Solely with respect to that portion of the partial termination for convenience fee described in (a) above, if, at the end of such twelve (12) month period, the total aggregate Charges paid by Phoenix to Vendor in such period (the "Actual Annual Revenues") exceeds the projected Base Charges for all Service Towers for such period (including any applicable cost of living adjustments described in Section 7.1 of Schedule C (Charges) (the "Projected Base Charges") then, Vendor shall pay Phoenix an amount equal to the difference between the Actual Annual Revenues and the Projected Base Charges not to exceed the fee paid in (a) above. In addition, with respect to the assets described in (b) above, Vendor shall make a good faith effort to re-deploy such assets within its environment or with other customers, and Phoenix shall be relieved of paying the proportionate amount reflected in (b) to the extent Vendor is successful in doing so.
Sample 1

Related to Partial Termination for Convenience

  • Termination for Convenience Any party may terminate this Agreement at any time for any reason by giving at least thirty (30) days’ written notice.

  • Partial Termination In the event of a partial termination, the Agreement shall continue to operate and be effective with regard to benefits accrued prior to the effective date of such partial termination, but no further benefits shall accrue after the date of such partial termination.

  • Employee’s Right to Terminate for Convenience In addition to Employee’s right to terminate Employee’s employment for Good Reason, Employee shall have the right to terminate Employee’s employment with the Company for convenience at any time and for any other reason, or no reason at all, upon thirty (30) days’ advance written notice to the Company; provided, however, that if Employee has provided notice to the Company of Employee’s termination of employment, the Company may determine, in its sole discretion, that such termination shall be effective on any date prior to the effective date of termination provided in such notice (and, if such earlier date is so required, then it shall not change the basis for Employee’s termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 7(b)).

  • Effect of Partial Terminations Upon the earlier to occur of (a) the assignment of any Serviced Appointment to the Purchasers or the effectiveness of the appointment of another person as the Appointed Trustee under the terms of the Serviced Corporate Trust Contract related to such Serviced Appointment, or (b) the termination in accordance with its terms of any Serviced Corporate Trust Contract and the resulting termination of the Sellers’ duties as Appointed Trustee thereunder, the Purchasers’ duties and obligations hereunder with respect to such Serviced Appointment shall terminate; provided, however, that nothing in this Section 7.2.3 shall affect the Purchasers’ or Sellers’ obligations under Article 8 with respect to any such Serviced Corporate Trust Contract or Serviced Appointment.

  • Company’s Right to Terminate for Convenience The Company shall have the right to terminate Employee’s employment for convenience at any time and for any reason, or no reason at all, upon written notice to Employee.

  • Term; Termination of Agreement This Agreement shall continue in force for a period of one year from the date hereof, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Independent Directors to evaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.

  • Amendment, Suspension and Termination To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board, provided, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely effect the Award in any material way without the prior written consent of the Participant.

  • Renewal, Termination and Amendment This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, until December 31, 2007 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust's Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust's Board of Trustees, by the Manager, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days' prior written notice to the Adviser, or by the Adviser upon 90 days' prior written notice to the Manager, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Manager and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Adviser and the Manager, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio's outstanding voting securities.

  • Termination by Notice Notwithstanding any provision of this Agreement, it may be terminated at any time without penalty, by the Trustees of the Trust or, with respect to any series or class of the Trust's shares, by the vote of the majority of the outstanding voting securities of such series or class, or by MM-LLC, upon thirty days written notice to the other party.

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

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