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.
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.
Term and Termination 7.1 Unless and until terminated earlier pursuant to this section 7 or section 13, this Agreement shall continue in force for an initial term of five (5) years from the Effective Date and shall thereafter be automatically renewed for additional twelve (12) month terms, each commencing upon the expiration of the previous term. 7.2 Either Party may terminate without cause any Services in whole or in part at any time upon ninety (90) days prior written Notice to the other Party. Service Recipient shall continue to pay fees for the terminated Services received during such ninety (90) day period and during any period in which transition assistance is provided under section 7.9. In the case of a Service Provider termination Notice, such Notice period shall be extended to take into account the transition assistance described in section 7.9 necessary to ensure that either the Service Recipient’s (a) assumption of such Services or (b) receipt of such Services from a Third Party is reasonably enabled. 7.3 This Agreement or any SOW may be terminated by a non-defaulting Party if a material default (including by any Contractor of a Party) occurs and (i) shall continue unremedied for thirty (30) days after the defaulting Party has received written Notice of such a default or (ii) after agreeing to a remediation plan with the non-defaulting Party, the defaulting Party fails to substantially implement such plan within thirty (30) days after the defaulting Party has received written Notice of such a default. 7.4 A Party may terminate this Agreement or any SOW immediately by written Notice to the other Party if so required by any Law or Governmental Entity. 7.5 Upon a Party (a) entering into arrangements with its creditors, (b) seeking the benefit or protection of bankruptcy proceedings or (c) becoming insolvent or discontinuing its operations, the other Party may terminate this Agreement and all SOWs hereunder at any time upon provision of prior written Notice to the terminated Party. 7.6 This Agreement and any SOW may be terminated as to a Party in the event of the exercise of authority by a Governmental Entity, which results in the expropriation or confiscation of that Party’s business property or any of that Party’s authorization or rights under this Agreement, upon provision of written Notice to the other Party, which written Notice includes the applicable termination date. 7.7 Subject to sections 7.9 and 7.10, this Agreement and any SOW will be automatically terminated as to any Party in the event of (a) the dissolution of that Party or (b) the divestiture and subsequent loss of “Affiliate” status hereunder of that Party. 7.8 Termination or expiration of this Agreement or any SOW shall not terminate the obligation of the Parties to pay fees and expenses that may be due and unpaid on the date of termination or expiration or for Services that have been provided but which have not yet been invoiced on the date of termination or expiration. For the avoidance of doubt, if any SOW remains in effect at such time that this Agreement is terminated or expires, then notwithstanding such termination or expiration of this Agreement, each such SOW shall continue in effect for the term provided therein, and the terms and conditions of this Agreement shall remain applicable thereto. 7.9 Subject to section 7.10, (a) commencing six (6) months prior to the expiration of this Agreement or any SOW or (b) commencing upon a notice of non-renewal or termination of an SOW or this Agreement (if there are outstanding SOWs at such time), including termination pursuant to section 7.7(a), and continuing (as requested by Service Recipient) for up to eighteen (18) months after the effective date of expiration or, if applicable, of termination of an SOW or this Agreement (the “Transition Period”), the Service Provider shall provide to the Service Recipient, or at the Service Recipient’s request to the Service Recipient’s designee, the reasonable termination or expiration assistance requested by the Service Recipient (the “Transition Services”) to allow the Services being performed under this Agreement or the SOW to continue without interruption or adverse effect and to facilitate the orderly transfer of such Services to the Service Recipient or its designee. Service Provider shall also provide Transition Services in the event of any partial termination of this Agreement or an SOW by Service Recipient, such assistance to commence upon Service Recipient’s notice of termination to Service Provider. If requested by Service Provider, prior to provision of termination or expiration assistance to any designee of Service Recipient, Service Recipient will ensure that such designee has first signed a confidentiality agreement with Service Provider, which contains terms and conditions reasonably acceptable to Service Provider. Each Party shall bear its own costs incurred in connection with the Transition Services. 7.9.1 Service Provider shall use commercially reasonable efforts to provide Transition Services utilizing Service Provider personnel then being regularly utilized in performing the Services. 7.9.2 The Parties will agree on specific Transition Services to be furnished by Service Provider, provided that Transition Services shall include, as a minimum: (i) assisting Service Recipient in the development of a transition plan, (ii) making available necessary personnel and resources to facilitate the transition, and (iii) reasonable support for the transition of data and systems to the Service Recipient or its designee. In the event Service Recipient elects not to purchase Transition Services, Service Provider shall not, through any acts or omissions, in any manner knowingly impede the transition process. 7.9.3 During the Transition Period, Service Provider shall continue to provide the Services to the Company on the terms and conditions of this Agreement and any applicable SOW. All representations, warranties and covenants relating to the Services shall apply to the Transition Services and will survive the expiration or termination of this Agreement with respect to the Transition Services. 7.9.4 Any disputes between the Parties concerning the provision of any such Transition Services shall be resolved in accordance with the dispute resolutions provisions of this Agreement. 7.10 In the event that Synchrony Financial divests its interest in a Party to this Agreement due to the insolvency of such Party, (i) the terms of this Agreement shall continue to govern any SOW’s that have been entered into between the Parties prior to the effective date of such divestiture for a period of twelve (12) months after such divestiture; and (ii) the terms of section 7.9 shall not apply and the divested Party shall not be entitled to receive any Transition Services in connection with such divestiture. If such divested Party is not insolvent at the time of divestiture by Synchrony Financial, (i) Service Provider agrees to undertake, in good faith, the negotiation of a transition services agreement pursuant to which (if executed) certain of the Services described herein would be provided at the election of the entity purchasing the divested Party; and (ii) the terms of section 7.9 shall not apply and neither the divested Party nor the entity purchasing the divested Party shall be entitled to receive any Transition Services prior to or following the divestiture.
Effective Date Term and Termination 1.2.1 The effective date of this Agreement (the “Effective Date”) shall be as follows: (i) unless this Agreement is a successor agreement to an effective interconnection agreement between the Parties under Sections 251/252 of the Act, then the Effective Date of this Agreement shall be ten (10) calendar days after the Illinois Commerce Commission (“ICC”) approves this Agreement under Section 252(e) of the Act or, absent such ICC approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act; or (ii) if this Agreement is a successor agreement to an effective interconnection agreement between the Parties under Sections 251/252, then the Effective Date shall be the date upon which the ICC approves the Agreement under the Act, or absent such ICC approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. 1.2.2 The term of this Agreement shall expire on February 4, 2007 (the “Term”). Absent the receipt by one Party of written notice from the other Party not earlier than 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term (Notice of Expiration), this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party. 1.2.2.1 If either Party serves Notice of Expiration pursuant to Section 1.2.2, CLEC shall have twenty (20) calendar days to provide SBC ILLINOIS written confirmation if CLEC wishes to pursue a successor agreement with SBC ILLINOIS or alternatively, if CLEC wishes to allow the current Agreement to expire. If CLEC wishes to pursue a successor agreement with SBC ILLINOIS, CLEC shall attach to its written confirmation or Notice of Expiration, as applicable, a written request to commence negotiations with SBC ILLINOIS under Sections 251/252 of the Act. Upon receipt of CLEC’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 1.2.2.1.1 If CLEC does not affirmatively state that it wishes to pursue a successor agreement with SBC ILLINOIS in its, as applicable, Notice of Expiration or the written confirmation required after receipt of SBC ILLINOIS’ Notice of Expiration, then the rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provided or received Notice of Expiration. Unless otherwise agreed by the Parties, if the Term of this Agreement has expired, on the ninety-first (91st) day following CLEC provided or received Notice of Expiration, the Parties shall have no further obligations under this Agreement except those described in Section 1.44 of this Agreement, including but not limited to the obligations described in Section 1.2.4, below. 1.2.3 The terms and conditions and rates and charges contained herein will continue to apply until the earlier of: (i) termination by either Party under the terms of this Agreement; (ii) the date a successor agreement becomes effective: or (iii) the date that is ten (10) months after the date on which SBC ILLINOIS received CLEC’s Section 252(a)(1) request, unless an arbitration petition has been filed by either Party, in which case (ii) applies. 1.2.4 CLEC may terminate this Agreement in whole or in part at any time for any reason upon sixty (60) days prior notice but its liabilities and obligations shall continue in accordance with Section 1.44 below. 1.2.5 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement, other than as set forth in Section 10, and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 1.2.5 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 1.2.6 As long as a non-paying Party has disputed unpaid amounts in good faith and pursuant to the terms of this Agreement, non- payment is not to be deemed, nor should it be construed as, a material breach of this Agreement. 1.2.7 In the event of expiration or termination of this Agreement other than pursuant to Section 1.2.5, SBC ILLINOIS and CLEC shall cooperate in good faith to effect an orderly and timely transition of service under this Agreement to CLEC or to another vendor. So long as CLEC fulfills said obligation to effect an orderly and timely transition of service, SBC ILLINOIS shall not terminate service to CLEC’s end users and such service shall be provided pursuant to the terms of the interconnection agreement during this transition period. SBC ILLINOIS and CLEC shall continue their responsibilities under the terms and conditions of the terminated or expired Agreement for any order submitted to SBC ILLINOIS in connection with this transition of service.
Suspension and Termination Schedule 6 shall have effect.
Term Suspension and Termination 9.1. Term of this MSA. This MSA comes into force on the date you first accept it by whatever means and continues until all Subscriptions expire or have been terminated.