Common use of Term and Early Termination Clause in Contracts

Term and Early Termination. This Agreement shall commence on the Commencement Date and shall unless the parties have agreed in writing to an extension of the Agreement and terminate on the Termination Date; Notwithstanding the provisions of clause ______________ above, SAA shall be entitled with or without cause and without any penalty to cancel this Agreement before the Termination Date, which cancellation shall be without prejudice to any other rights which SAA may have under law and under this Agreement: upon giving not less than 30 (thirty) days written notice to the Supplier; in accordance with the provisions of the breach and termination clauses below; or upon giving not less than 30 (thirty) days written notice to the Supplier should the Supplier: commit any act of insolvency as defined in the Insolvency Act, 1936 or become actually insolvent in that the Supplier’s liabilities exceed its assets; be wound up, whether provisionally or finally, and whether compulsorily or voluntarily; or enter into business rescue proceedings; or enter into any arrangement or compromise with any of its creditors; or be subject to any resolution passed by its members for its winding up or dissolution; or undergo, or any company which the Supplier is a subsidiary, undergo change of control without the prior written consent of SAA thereto having been obtained; have a judgement granted against it in any court of law which, if appealable, is not appealed against within the period allowed for the lodging of such an appeal or, if not subject to an appeal, remains unsatisfied for a period of 10 (ten) business days; or breach this Agreement 3 (three) times in a period of a calendar year, as a result of which notice is given in terms of this Agreement in each such instance of breach, regardless of whether or not such breach had been remedied by the Supplier in each instance Notwithstanding any other provision contained in this Agreement, it is recorded and agreed between the parties that the Supplier shall not enjoy a right of first refusal in respect of supply of the Products or any preferential right of renewal upon termination of this Agreement. The Supplier’s obligations shall be to: Strictly adhere to all the provisions of this Agreement and any orders and shall supply and deliver to SAA the Products as fully set out in Annexure A and in respect of which valid orders are received from SAA. The Supplier will deliver the Products in full, on time and in good condition and free of defect; Allow reasonable SAA access to the Supplier’s technology and qualified personnel to the extent required for the performance of the obligations under this Agreement; provide a representative to handle all queries emanating from this Agreement; subject to SAA’s compliance with clause 6.2.4 hereunder, shall at all times hold a minimum buffer stock of 15% of forecasted annual consumption as stipulated in Annexure A on site. If SAA or its Designated Handling Agent requires more than the calculated aggregate provision for buffer stock, the Supplier shall, insofar as is reasonably possible, within a four (4) week period, adjust the buffer stock to the agreed quantities. comply, with lead-times for stock deliveries (first delivery and subsequent call-offs) and ensure actual stock deliveries are made in full to the agreed timings; acknowledge receipt of orders placed by SAA/SAA Designated Handling Agent within 24 (twenty four) hours;

Term and Early Termination. This Agreement (A) The term for the Lease with respect to each Segment shall commence on the Commencement first day when both (i) the Acceptance Date with respect to the Customer Fibers within a Segment has occurred and (ii) Level 3 has received payment of the Lease Fee for the first month (or portion thereof) with respect to such Segment then due to Level 3 hereunder (the "Lease Effective Date"), and shall expire on the date identified in the Customer Order (provided that the term of the Lease shall not exceed sixty (60) months for any Segment) (the "Lease Term"). Notwithstanding the shorter or longer Agreement Term set forth in Section 4.1(A) of the Agreement, the Agreement Term with respect to (3)LinkSM Dark Fiber Service only shall continue for the Lease Term. (B) Upon the expiration or termination of the Lease Term respecting a Segment as provided in this Service Schedule, all rights to the use of the Customer Fibers therein shall revert to Level 3 without reimbursement of any of the Lease Fee or other sums, costs, fees or expenses previously made with respect thereto. (C) This Service Schedule shall become effective on the Service Schedule Effective Date and shall unless the parties have agreed in writing to an extension of the Agreement and terminate on the Termination Date; Notwithstanding date when all the Lease of the Segments shall have expired or terminated (subject always to the earlier termination procedures of Section 4.2 of the Agreement), except that those provisions of clause ______________ above, SAA this Service Schedule which are expressly provided herein to survive such termination shall be entitled with or without cause and without remain binding on the parties hereto. (D) Customer may terminate the Lease for any penalty Segment prior to cancel this Agreement before the Termination Date, which cancellation shall be without prejudice to any other rights which SAA may have under law and under this Agreement: end of the Lease Term upon giving not less than 30 thirty (thirty30) days days' prior written notice to Level 3 (in a form reasonably requested by Level 3). In the Supplier; event that Customer terminates the Lease or in accordance the event that the delivery of the Customer Fibers in a Segment is terminated due to a failure of Customer to comply with the terms of this Service Schedule or any Customer Order, Customer shall pay Level 3 a termination charge equal to the sum of : (a) the Installation Fee for the cancelled Lease, if not already paid; and (b) the percentage of the monthly Lease Fees for the terminated Lease calculated from the effective date of termination as (i) 100% of the remaining monthly Lease Fees that would have been incurred for the Lease for months 1-12 of the Lease Term, plus (ii) 50% of the remaining monthly Lease Fees that would have been incurred for the Lease for months 13 through the end of the Lease Term. This Section 6(D) shall govern the termination by Customer of dark fiber ordered hereunder in lieu of any other provisions of the breach and termination clauses below; or upon giving not less than 30 (thirty) days written notice to the Supplier should the Supplier: commit any act of insolvency as defined in the Insolvency Act, 1936 or become actually insolvent in that the Supplier’s liabilities exceed its assets; be wound up, whether provisionally or finally, and whether compulsorily or voluntarily; or enter into business rescue proceedings; or enter into any arrangement or compromise with any of its creditors; or be subject to any resolution passed by its members for its winding up or dissolution; or undergo, or any company which the Supplier is a subsidiary, undergo change of control without the prior written consent of SAA thereto having been obtained; have a judgement granted against it in any court of law which, if appealable, is not appealed against within the period allowed for the lodging of such an appeal or, if not subject to an appeal, remains unsatisfied for a period of 10 (ten) business days; or breach this Agreement 3 (three) times in a period of a calendar year, as a result of which notice is given in terms of this Agreement in each such instance of breach, regardless of whether or not such breach had been remedied by the Supplier in each instance Notwithstanding any other provision contained in this Agreement, it is recorded and agreed between the parties that the Supplier shall not enjoy a right of first refusal in respect of supply of the Products or any preferential right of renewal upon termination of this Agreement. The Supplier’s obligations shall be to: Strictly adhere to all the provisions of this Agreement and any orders and shall supply and deliver to SAA the Products as fully set out in Annexure A and in respect of which valid orders are received from SAA. The Supplier will deliver the Products in full, on time and in good condition and free of defect; Allow reasonable SAA access to the Supplier’s technology and qualified personnel to the extent required for the performance of the obligations under this Agreement; provide a representative to handle all queries emanating from this Agreement; subject to SAA’s compliance with clause 6.2.4 hereunder, shall at all times hold a minimum buffer stock of 15% of forecasted annual consumption as stipulated in Annexure A on site. If SAA or its Designated Handling Agent requires more than the calculated aggregate provision for buffer stock, the Supplier shall, insofar as is reasonably possible, within a four (4) week period, adjust the buffer stock to the agreed quantities. comply, with lead-times for stock deliveries (first delivery and subsequent call-offs) and ensure actual stock deliveries are made in full to the agreed timings; acknowledge receipt of orders placed by SAA/SAA Designated Handling Agent within 24 (twenty four) hours;.

Term and Early Termination. This Agreement shall commence on the Commencement Date and shall unless the parties have agreed in writing to an extension The Term of the Agreement and terminate will begin on the Termination Effective Date and end on the last day of the twelfth full month after the Effective Date; Notwithstanding , provided that, at the provisions end of clause ______________ each such 12-month period, this Agreement will automatically renew and the Term will automatically extend for an additional 12-month period, up to a maximum of twenty-five (25) years, unless this Agreement is earlier terminated as follows: (a) If you are a residential or consumer customer, you may terminate this Agreement by giving us written notice within three (3) business days after the Effective Date. (b) You may terminate this Agreement or preclude its automatic renewal (i) at any time by giving us written notice at least thirty (30) days’ prior to the termination or renewal date, or (ii) immediately upon giving us written notice at any time you have ceased to be a named account holder with a service address in the Utility's service territory, as indicated above. (c) We may terminate this Agreement or preclude its automatic renewal (i) at any time by giving you written notice at least thirty (30) days’ prior to the termination or renewal date, (ii) immediately upon giving you written notice at any time you have ceased to be a named account holder with a service address in the Utility's service territory, as indicated above, SAA shall be entitled with or without cause and without at any penalty to cancel time you have not paid your utility bill in full, when due, or (iii) upon giving you at least ten (10) days’ prior written notice at any time you have breached this Agreement before the Termination Date, which cancellation shall be without prejudice to or at any time a change in law or any other rights which SAA may event has occurred or could reasonably be expected to occur that could have under law and under this Agreement: upon giving not less than 30 (thirty) days written notice to a material adverse effect on the Supplier; in accordance with the provisions operation or output of the breach and termination clauses below; Project, the generation or upon giving not less than 30 (thirty) days written notice value of any credits, the allocation of credits to the Supplier should the Supplier: commit any act of insolvency as defined in the Insolvency Act, 1936 or become actually insolvent in that the Supplier’s liabilities exceed its assets; be wound up, whether provisionally or finally, and whether compulsorily or voluntarily; or enter into business rescue proceedings; or enter into any arrangement or compromise with any of its creditors; or be subject to any resolution passed by its members for its winding up or dissolution; or undergoyou, or any company which other aspect of our business. Upon giving or receiving any termination notice or upon the Supplier is a subsidiaryexpiration of then current Term, undergo change we will notify the Utility and take any and all other actions necessary or advisable to terminate any allocation of control without New Member Credits to you and to cease the prior written consent allocation of SAA thereto having been obtained; have a judgement granted against it in savings to you with respect to any court of law whichNew Member Credits previously allocated to you, if appealable, is not appealed against within the period allowed for the lodging of such an appeal or, if not subject to an appeal, remains unsatisfied for a period of 10 (ten) business days; or breach this Agreement 3 (three) times in a period of a calendar year, as a result of which notice is given in terms of this Agreement in each such instance of breach, regardless of whether or not such breach had been remedied by case with respect to any period occurring after the Supplier in each instance Notwithstanding any other provision contained in this Agreement, it is recorded and agreed between the parties that the Supplier shall not enjoy a right of first refusal in respect of supply of the Products or any preferential right of renewal upon termination of this Agreement. The Supplier’s obligations shall be to: Strictly adhere to all the provisions of this Agreement and any orders and shall supply and deliver to SAA the Products as fully set out in Annexure A and in respect of which valid orders are received from SAA. The Supplier will deliver the Products in full, on time and in good condition and free of defect; Allow reasonable SAA access to the Supplier’s technology and qualified personnel to the extent required for the performance of the obligations under this Agreement; provide a representative to handle all queries emanating from this Agreement; subject to SAA’s compliance with clause 6.2.4 hereunder, shall at all times hold a minimum buffer stock of 15% of forecasted annual consumption as stipulated in Annexure A on site. If SAA or its Designated Handling Agent requires more than the calculated aggregate provision for buffer stock, the Supplier shall, insofar as is reasonably possible, within a four (4) week period, adjust the buffer stock to the agreed quantities. comply, with lead-times for stock deliveries (first delivery and subsequent call-offs) and ensure actual stock deliveries are made in full to the agreed timings; acknowledge receipt of orders placed by SAA/SAA Designated Handling Agent within 24 (twenty four) hours;date.

Term and Early Termination. This Agreement shall commence on the Commencement Date and shall unless the parties have agreed remain in writing to an extension force for a period of the Agreement and terminate on the Termination Date; Notwithstanding the provisions of clause ______________ abovemonths from the Effective Date, SAA and shall be entitled with reviewed annually to address any necessary adjustments or without cause and without any penalty modifications. This Agreement shall automatically renew for a period of ______ months after the expiration of the current term, beginning on the day immediately following the end of the current term, unless either party gives the other ninety (90) days prior written notice of the intent to cancel this Agreement before the Termination Date, which cancellation shall be without prejudice to any other rights which SAA may have under law and under not renew this Agreement: . MSP may, at its discretion, charge Client termination fees if Client terminates any Services, Additional Services, or this entire Agreement without cause, prior to the expiry of the current term. Termination fees shall equal, in addition to all amounts already payable and due by Client, one hundred percent (100%) of the remaining monthly fees that would have been payable by Client, if the terminated Services or Additional Services had been provided until the end of the Agreement term. This Agreement may also be terminated by the Client upon giving not less than 30 thirty (thirty30) days written notice if MSP fails to the Supplier; in accordance with the provisions of the breach and termination clauses below; or upon giving not less than 30 (thirty) days written notice to the Supplier should the Supplier: commit any act of insolvency as defined in the Insolvency Act, 1936 or become actually insolvent in that the Supplier’s liabilities exceed its assets; be wound up, whether provisionally or finally, and whether compulsorily or voluntarily; or enter into business rescue proceedings; or enter into any arrangement or compromise with any of its creditors; or be subject to any resolution passed by its members for its winding up or dissolution; or undergo, or any company which the Supplier is a subsidiary, undergo change of control without the prior written consent of SAA thereto having been obtained; have a judgement granted against it fulfil in any court of law which, if appealable, is not appealed against within the period allowed for the lodging of such an appeal or, if not subject to an appeal, remains unsatisfied for a period of 10 (ten) business days; or breach this Agreement 3 (three) times in a period of a calendar year, as a result of which notice is given in terms of this Agreement in each such instance of breach, regardless of whether or not such breach had been remedied by the Supplier in each instance Notwithstanding any other provision contained in material respect its obligations under this Agreement, it is recorded or breaches any material term or condition of this Agreement, and agreed between does not cure such failure or breach within thirty (30) days of written notice of the parties failure or breach by Client. If either party terminates this Agreement, MSP shall assist Client in the orderly termination of Services and Additional Services, including timely transfer of the Services to another designated provider; and Client shall agree to pay MSP the actual costs of rendering such assistance. Client understands that the Supplier shall not enjoy a right of first refusal in respect of supply provision of the Products Additional Services by MSP may require MSP to enter into subscription agreements (the "Subscriptions") with third parties and vendors, and early termination of these Subscriptions may result in charges incurred by MSP. Client agrees to reimburse MSP for any and all early termination fees and subscription termination charges incurred by MSP, in the event that this Agreement is terminated prior to the expiry of these Subscriptions. Client further understands that the Additional Services provided by MSP may require the installation, at Client's place of business or any preferential right other physical location, of renewal Information Technology equipment (the "Equipment"), as set forth in attached Schedules. Client acknowledges that the Equipment is the property of the MSP, or of third parties or vendors providing the Additional Services on behalf of the MSP; and Client agrees to return the Equipment to MSP in good condition upon termination of this AgreementAgreement under any circumstances. The Supplier’s obligations If the Equipment is not returned to MSP in good condition, MSP shall invoice Client, and Client shall agree to pay, for the value of the Equipment, as may be determined at the sole discretion of MSP or by third parties or vendors providing the Equipment to MSP. Client further understands that provision of the Services or Additional Services under this Agreement may require the installation of software programs or tools on computers or devices that are owned by Client. Client agrees that in the event this agreement is terminated, MSP shall be to: Strictly adhere permitted to all remove these software programs or tools from these computers or devices; provided that MSP shall take reasonable care not to damage or impair the provisions functioning of this Agreement and any orders and shall supply and deliver to SAA these computers or devices while removing the Products as fully set out in Annexure A and in respect of which valid orders are received from SAA. The Supplier will deliver the Products in full, on time and in good condition and free of defect; Allow reasonable SAA access to the Supplier’s technology and qualified personnel to the extent required for the performance of the obligations under this Agreement; provide a representative to handle all queries emanating from this Agreement; subject to SAA’s compliance with clause 6.2.4 hereunder, shall at all times hold a minimum buffer stock of 15% of forecasted annual consumption as stipulated in Annexure A on site. If SAA software or its Designated Handling Agent requires more than the calculated aggregate provision for buffer stock, the Supplier shall, insofar as is reasonably possible, within a four (4) week period, adjust the buffer stock to the agreed quantities. comply, with lead-times for stock deliveries (first delivery and subsequent call-offs) and ensure actual stock deliveries are made in full to the agreed timings; acknowledge receipt of orders placed by SAA/SAA Designated Handling Agent within 24 (twenty four) hours;tools.

Term and Early Termination. This Agreement shall commence on the Commencement Date and shall unless the parties have agreed in writing (a) Unless otherwise terminated pursuant to an extension of the Agreement and terminate on the Termination Date; Notwithstanding the provisions of clause ______________ abovethis Section 10, SAA shall be entitled with or without cause and without any penalty to cancel this Agreement before shall remain in full force and effect for the Termination Dateperiod commencing on the Effective Date and ending at the close of business five (5) years thereafter, which and shall automatically renew for consecutive one year terms thereafter unless Sears gives written notice of cancellation shall be without prejudice to any other rights which SAA may have under law and under this Agreement: upon giving not less than 30 at least sixty (thirty60) days written notice prior to the Supplier; in accordance with end of any such term. (b) In the provisions of the breach and termination clauses below; or upon giving not less than 30 (thirty) days written notice event that either party fails to the Supplier should the Supplier: commit any act of insolvency as defined in the Insolvency Act, 1936 or become actually insolvent in that the Supplier’s liabilities exceed its assets; be wound up, whether provisionally or finally, and whether compulsorily or voluntarily; or enter into business rescue proceedings; or enter into any arrangement or compromise comply with any of its creditors; or be subject the provisions hereof, the non-defaulting party shall notify the defaulting party in writing of such failure and the defaulting party shall have twenty (20) calendar days in which to any resolution passed by its members for its winding up or dissolution; or undergo, or any company which take corrective action. In the Supplier is a subsidiary, undergo change of control without the prior written consent of SAA thereto having been obtained; have a judgement granted against it in any court of law which, if appealable, event that such correction is not appealed against within timely made to the period allowed for reasonable satisfaction of the lodging of such an appeal ornon-defaulting party, if not subject the non-defaulting party may, at its option, elect to an appeal, remains unsatisfied for a period of 10 terminate this Agreement. (tenc) business days; or breach this Agreement 3 (three) times in a period of a calendar year, as a result of which notice is given in terms of this Agreement in each such instance of breach, regardless of whether or not such breach had been remedied by the Supplier in each instance Notwithstanding any other provision contained hereof to the contrary, either party may terminate this Agreement immediately if any other party becomes insolvent; admits in writing its insolvency or its inability to pay its debts as they become due; is unable to, or does not, pay its debts as they become due; makes or proposes an assignment for the benefit of creditors; convenes or proposes to convene a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; proposes any such moratorium, extension or composition; commences or has filed against it any bankruptcy, reorganization or insolvency proceedings, or any other proceeding under the applicable law for the relief of debtors, provided, in the case of any proceeding filed against such party, that the proceeding is not dismissed within thirty (30) days after the commencement thereof; or any receiver, trustee or custodian is appointed to take possession of, or any levy or execution is placed upon, all or any substantial portion of the assets of such party, and such receiver, trustee, custodian, execution or levy is not released or discharged within ten (10) days after the appointment, execution or levy; and the terminating party shall have such additional remedies for default as may be available at law or in equity regardless of whether it terminates this Agreement, it is recorded and agreed between the parties that the Supplier shall not enjoy a right of first refusal in respect of supply of the Products or any preferential right of renewal upon termination of this Agreement. The Supplier’s obligations shall be to: Strictly adhere to all the provisions of this Agreement and any orders and shall supply and deliver to SAA the Products as fully set out in Annexure A and in respect of which valid orders are received from SAA. The Supplier will deliver the Products in full, on time and in good condition and free of defect; Allow reasonable SAA access to the Supplier’s technology and qualified personnel to the extent required for the performance of the obligations under this Agreement; provide a representative to handle all queries emanating from this Agreement; subject to SAA’s compliance with clause 6.2.4 hereunder, shall at all times hold a minimum buffer stock of 15% of forecasted annual consumption as stipulated in Annexure A on site. If SAA or its Designated Handling Agent requires more than the calculated aggregate provision for buffer stock, the Supplier shall, insofar as is reasonably possible, within a four (4) week period, adjust the buffer stock to the agreed quantities. comply, with lead-times for stock deliveries (first delivery and subsequent call-offs) and ensure actual stock deliveries are made in full to the agreed timings; acknowledge receipt of orders placed by SAA/SAA Designated Handling Agent within 24 (twenty four) hours;.