Scope and Term of Exclusive Services Sample Clauses

Scope and Term of Exclusive Services. (i) During the Exclusivity Term and subject to the compliance with the Service Recipient Conditions (as defined below), Sterling Select shall not, directly or indirectly, provide services, in whole or in part, substantially similar to the Services expressly listed in Phase I and II of Exhibit A (but only with respect to the Clearday Core Business and only to that extent, regardless of whether the scope of Services has expanded pursuant to Phase II or III), to a Competitor of Clearday (such Services referred to as “Exclusive Services”). (ii) The term for the Exclusive Service obligations provided in Section 2(a)(i) (the “Exclusivity Term”) shall be the period commencing on the date of this Agreement and expiring on the date provided below in this Section 2(a)(ii): (A) If this Agreement has been terminated in accordance with Section 8(a)(i)(A) as a result of a breach by the Service Recipient or terminated in accordance with Section 8(a)(i)(B), then on the date of such termination unless a longer period of the Exclusivity Term is mutually agreed by the Parties in connection with such termination; or (B) If this Agreement has been terminated in accordance with Section 8(a)(i)(A) as a result of a breach by the Service Provider, then on the date that is six months after the date of such termination unless a longer period of the Exclusivity Term is mutually agreed by the Parties in connection with such termination; or (C) If the Service Recipient Conditions, other than Section 2(b)(iii)(D), are not met, then on the date of such event; provided, that Service Recipient may extend the termination of the Exclusivity Term for a period of up to six months by continuing to pay the Monthly Advance and extending the term for the payment of the Revenue Share Payments by such additional period that the Monthly Advance is continued. Notwithstanding the provisions of Section 2(a)(ii), the Exclusive Term shall terminate on the date that Service Recipient (on a consolidated basis) exits, sells, winds down or otherwise terminates its Clearday Core Businesses, including reducing the investment in the Clearday Core Businesses by more than 20% of the then current annual budget allocations, other than as a result of lack of capital or net available cash or it being evident that Clearday is continuing such businesses, then this Section 2 shall not apply with respect to such division or part of such Clearday Core Business/es.
Sample 1
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Related to Scope and Term of Exclusive Services

  • Exclusive Services Executive shall at all times faithfully, industriously and to the best of his or her ability, experience and talent perform to the satisfaction of the Board and the CEO all of the duties that may be assigned to Executive hereunder and shall devote substantially all of his or her productive time and efforts to the performance of such duties. Subject to the terms of the Employee Confidentiality and Invention Assignment Agreement referred to in Section 5(b), this shall not preclude Executive from devoting time to personal and family investments or serving on community and civic boards, or participating in industry associations, provided such activities do not interfere with his or her duties to the Company, as determined in good faith by the CEO. Executive agrees that he or she will not join any boards, other than community and civic boards (which do not interfere with his or her duties to the Company), without the prior approval of the CEO.

  • License Term and Termination Unless otherwise specified, any license granted is perpetual, provided however that if Customer fails to comply with the terms of this Agreement, HP may terminate the license upon written notice. Immediately upon termination, or in the case of a limited-term license, upon expiration, Customer will either destroy all copies of the software or return them to HP, except that Customer may retain one copy for archival purposes only.

  • Non-Exclusive Services The services of the Adviser to the Trust are not deemed exclusive, and the Adviser shall be free to render similar services to others, to the extent that such service does not affect the Adviser’s ability to perform its duties and obligations hereunder.

  • Acceptance and Term of Employment The Company agrees to employ Executive and Executive agrees to serve the Company on the terms and conditions set forth herein. The Term of Employment hereunder shall commence on the Effective Date and shall continue until terminated as provided in Section 8 hereof.

  • Contract Term and Termination 14.1 The Contract becomes effective when the Holder / Authorized user receives the card and the PIN and is valid for a period of 60 months with the possibility of being automatically extended for new successive periods of 60 months. If neither party sends the other party a written notification at least 30 days before the expiry of the initial term or of any of the extended terms, specifying that it does not wish to extend the Contract.

  • SERVICES NOT EXCLUSIVE/USE OF NAME Your services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that you may render investment advice, management and other services to others, including other registered investment companies, which may or may not be a series of the Trust, provided, however, that such other services and activities do not, during the term of this Agreement, interfere in a material manner, with your ability to meet all of your obligations with respect to rendering services to the Fund. For the avoidance of doubt, the rendering of investment advice, management or other services to any client including separate accounts, mutual funds and private funds, pursuant to a substantially similar strategy as that of the Fund will not be deemed to interfere in a material manner. The Trust and you acknowledge that all rights to the name “Xxxxxx” or any variation thereof belong to you or one or more of your affiliates, and that the Trust is being granted a limited license to use such words in the Fund’s name or in any class name. In the event you cease to be the adviser to the Fund, the Trust’s right to the use of the name “Xxxxxx” in the Fund’s name and in any class shall automatically cease on the ninetieth day following the termination of this Agreement. The right to the name may also be withdrawn by you during the term of this Agreement upon ninety (90) days’ written notice by you to the Trust. Nothing contained herein shall impair or diminish in any respect, your right to use the name “Xxxxxx” in the name of, or in connection with, any other business enterprises with which you are or may become associated. There is no charge to the Trust for the right to use this name.

  • Agreement Term and Termination This agreement will remain in effect until the expiration or termination of Customer’s Subscription, whichever is earliest. Customer may terminate this agreement at any time by contacting its Reseller. The expiration or termination of this agreement will only terminate Customer’s right to place new orders for additional Products under this agreement.

  • COMMERCIAL REUSE OF SERVICES The member or user herein agrees not to replicate, duplicate, copy, trade, sell, resell nor exploit for any commercial reason any part, use of, or access to 's sites.

  • Effective Date and Term of Agreement This Agreement is effective and binding on the Company and Employee as of the date hereof; provided, however, that, subject to Section 2(d), the provisions of Sections 3 and 4 shall become operative only upon the Change in Control Date.

  • Exclusivity of Services The Subadviser shall devote its best efforts and such time as it deems necessary to provide prompt and expert service to Client and the Fund. The services of Subadviser to be provided hereunder are not to be deemed exclusive and Subadviser shall be free to provide similar services for its own account and the accounts of other persons and to receive compensation for such services. Client acknowledges that Subadviser and its Affiliates and Subadviser's other clients may at any time, have, acquire, increase, decrease or dispose of positions in the same investments which are at the same time being held, acquired for or disposed of under this Agreement for the Fund. Subadviser shall have no obligation to acquire or dispose of a position in any investment pursuant to this Agreement simply because Subadviser, its directors, members, Affiliates or employees invest in such a position for its or their own accounts or for the account of another client.

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