Term and Effect of Termination. Minimum fee charges as provided in the Xxxxxx Order Form shall apply from the earlier of four weeks from date of delivery to Xxxxxx of each applicable kiosk or the date that the kiosk is operational. Notwithstanding anything to the contrary in the Xxxxxx Agreement, and notwithstanding anything to the contrary in any limitation of liability provision in the Xxxxxx Agreement, in the event that the Xxxxxx Agreement or other agreement between Invoice Cloud and the Xxxxxx permits Xxxxxx to terminate the Agreement or any order relating to kiosks for the Xxxxxx’x convenience, Xxxxxx shall pay on the effective date of such termination: (a) all amounts due for the use of and all transaction fees due for use of the kiosks as of the effective date of termination; (b) all amounts that would have been due to Invoice Cloud through the end of the later of the term referenced in the Xxxxxx Agreement or the term of the kiosks referenced in the Xxxxxx Order Form, notwithstanding the termination, based on the minimum transaction fees on the Xxxxxx Order Form times the number of months remaining in the term in the Xxxxxx Order Form immediately prior to the effective date of termination, (c) all amounts due from Xxxxxx to the manufacturer for services or parts procured, and (d) any committed and non-cancellable amounts for equipment, Products or kiosks, purchased by Invoice Cloud as a result of Xxxxxx’x order of kiosks.
Term and Effect of Termination. 8.1 Without prejudice to any other right or remedy that may be available to it, either party may terminate this Agreement without any reason by prior written notice to the other party to such effect.
Term and Effect of Termination. (a) This Agreement shall be effective from the date hereof until the earlier of (i) the Effective Date occurring, (ii) the termination of the Cochin Purchase Agreement in accordance with its terms, and (iii) the termination of this Agreement in accordance with its terms.
(b) In the event of the termination of this Agreement pursuant to Section 8.1 or Section 8.2(a) as a result of the termination of the Cochin Purchase Agreement in accordance with its terms or the Effective Date occurring, this Agreement shall forthwith become void and have no further force or effect, and neither Party (nor its Representatives or securityholders) shall have any liability or further obligation to the other Party hereunder, except:
(i) in the event of termination pursuant to Section 8.1, the provisions and obligations set forth in Section 5.7 and this Section 8.2, Section 8.3 and Section 8.4 (in each case to the extent applicable) and Article 9 shall survive any termination;
(ii) in the event of termination pursuant to Section 8.2(a) as a result of the termination of the Cochin Purchase Agreement in accordance with its terms, the provisions and obligations set forth in Section 5.7, this Section 8.2 and Article 9 shall survive any termination; and
(iii) in the event of the Effective Date occurring, the provisions and obligations set forth in Section 5.6(b), Section 5.7, Section 5.8(c) and Article 9 shall survive any termination.
(c) For greater certainty and notwithstanding anything in this Agreement to the contrary other than being subject to Section 8.4, nothing contained in this Section 8.2 shall relieve either Party from liability for (i) failure to consummate the Arrangement when required pursuant to this Agreement, or (ii) fraud or any wilful or intentional breach of any provision of this Agreement. No termination of this Agreement shall affect the obligations of the Parties pursuant to the Confidentiality Agreement or any other subsequent written agreement that addresses confidentiality between the Parties, except to the extent specified therein.
Term and Effect of Termination. This Agreement will come into effect on date first when the seller agrees to this agreement on the Aggregator’s website and continue to be in force till such time one of the Parties terminate the same with 30 (thirty) days prior written notice to other with or without assigning reasons therefor. Upon termination of this Agreement, all rights and obligations of the parties hereunder including right of Seller for selling Product(s) on AGGREGATOR Site, will stand extinguished, except that the rights and obligations of the parties with respect to Transactions occurring prior to termination becoming effective, will survive the termination.
Term and Effect of Termination. (a) This Agreement shall be effective from the date hereof until the earlier of (i) the Effective Time, and (ii) the termination of this Agreement in accordance with its terms.
(b) In the event of the termination of this Agreement pursuant to Section 8.1 or Section 8.2(a) as a result of the Effective Date occurring, this Agreement shall forthwith become void and have no further force or effect, and neither Party (nor its Representatives or securityholders) shall have any liability or further obligation to the other Party hereunder, except:
(i) in the event of termination pursuant to Section 8.1, the provisions and obligations set forth in Section 5.1(c), Section 5.1(d), Section 5.7, Section 5.8(a)(xiv), Section 5.9(d), this Section 8.2, Section 8.3, Section 8.4 and Section 8.5 (in each case to the extent applicable) and Article 9 shall survive any termination; and
(ii) in the event of the Effective Date occurring, the provisions and obligations set forth in Section 5.6, Section 5.7, and Article 9 shall survive any termination.
(c) For greater certainty and notwithstanding anything in this Agreement to the contrary other than being subject to Section 8.4, nothing contained in this Section 8.2 shall relieve either Party from liability for (i) failure to consummate the Arrangement when required pursuant to this Agreement, or (ii) fraud or any wilful or intentional breach of any provision of this Agreement. No termination of this Agreement shall affect the obligations of the Parties pursuant to the Confidentiality Agreement or any other subsequent written agreement that addresses confidentiality between the Parties, except to the extent specified therein.
Term and Effect of Termination. 7.1 This Agreement commences on the Effective Date and continues in full force and effect, unless terminated in accordance with the provisions of this Clause 7, for the period of one (1) year (“Term”). Thereafter, this Agreement will automatically renew for successive terms of one (1) year (each a “Renewal Term”), unless either party gives the other party a written notice thirty (30) days before the end of the current term.
Term and Effect of Termination. This Agreement shall remain in full force and effect until canceled by the giving of twelve months notice by one of the parties to the other parties and to the respective domiciliary insurance department of each of the parties. Upon termination, all Net Liabilities of the terminated Pooled Company incurred under or in connection with all contracts or policies of insurance issued by the terminated Pooled Company prior to 12:01 a.m. EST on the date of termination shall remain subject to all terms and provisions of this 2008 Pooling Agreement; provided, however, if the terminated Pooled Company is not affiliated with State Auto Mutual on the date of termination, then this 2008 Pooling Agreement shall automatically and immediately terminate as to the terminated Pooled Company, all unpaid Net Liabilities of the terminated Pooled Company as of the date of termination shall be retroceded to the terminated Pooled Company.
Term and Effect of Termination. (a) This Agreement will remain in full force and effect from the date of this Agreement until terminated in accordance with this Section 6.
(b) This Agreement will terminate upon any of the following events:
i. if any Licensee materially breaches this Agreement and fails, within fifteen (15) days after receiving written notice from Licensor of such breach, to cure such breach, if capable of being cured;
ii. immediately upon none of Licensor, or any of Licensor’s controlled affiliates, being a Member (as defined in the Company LLC Agreement) of, or otherwise owning an interest in, the Company;
iii. immediately upon delivery of written notice from Licensor to the Licensees, if any Licensee becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits an appointment of a receiver for its business or assets or becomes subject to any involuntary proceedings under any U.S. bankruptcy or insolvency law; and
iv. immediately, at any time, upon thirty (30) days written notice at the Licensor’s election, with or without cause.
(c) In the event of termination of this Agreement, each Licensee shall take all necessary action to, as promptly as practicable following such termination, (i) remove the [Owned Marks]//[Licensed Property] from, or cover or conceal the [Owned Marks]//[Licensed Property] on, any assets or other properties of such Licensee or otherwise refrain from the use and display of any such assets or properties on which any of the [Owned Marks]//[Licensed Property] is affixed, and (ii) terminate any agreements relating to the [Owned Marks]//[Licensed Property] in accordance with the terms of such agreements.
(d) This Section 6, Section 3(b) and Sections 7 through 20 shall survive any termination of this Agreement.
Term and Effect of Termination. (a) This Agreement will take effect immediately upon execution of this Agreement and will remain in force until terminated in accordance with this Agreement.
(b) ITG may terminate this license at any time and for any reason, including, without limitation, if ITG discontinues the QuantEX(R) service, if the Customer ceases to be a customer oF ITG, or if Customer breaches any term or condition of this Agreement or the Addendum hereto.
(c) If ITG terminates the license for any reason, Customer shall permit ITG to remove the Installation from the Customer's premises. Customer shall also deliver to ITG all copies of the Software (including, without limitation, any documentation related thereto) in the Customer's possession within ten days of such termination. Upon termination of the license, ITG shall have no further liability to Customer hereunder.
(d) The provisions of Sections 7, 8 and 9 shall survive the termination of this Agreement.
Term and Effect of Termination. 13.1 This DPA shall be effective from the date of its execution and shall continue until the MSA is terminated or expired in accordance with its terms and until all Personal Data is erased.
13.2 Any obligation arising from this DPA that by nature has post-contractual effect shall continue to be in effect after the termination of this DPA.
13.3 Teleopti and the Customer shall herewith in advance consent to amendments to this DPA that due to changed circumstances are necessary to maintain compliance with the Data Protection Law or any required changes due to an opinion, order, warning or other decision or action by a Supervisory Authority.
