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...
Term and Termination. 19.1 This Agreement shall commence as of the Commencement Date and, unless sooner terminated as provided hereunder, shall continue in full force and effect for the Initial Term. Unless terminated by written notice to the other party served at least six months prior to expiry, this Agreement shall be extended automatically for successive […***…] terms at the end of the Initial Term and any subsequent term.
19.2 In the event that a party materially fails to fulfil or breaches any material term or condition of this Agreement, and in case such failure or breach should if capable of remedy not be remedied by the party concerned or if not capable of remedy the party concerned should not have offered and paid full compensation therefor, in each case within […***…] of written notice of such breach — which notice shall have to include specific reference to this section of this Agreement - given by the other party, the other party may terminate this Agreement with a further […***…] written notice. Repeated breaches, that are not material individually, represent a material breach of this Agreement if they are material in the aggregate. Time periods under this section shall be suspended during negotiations among the parties until one party informs the other party that it does not wish such suspension to occur.
19.3 Following a valid termination by Principal or expiration of this Agreement and subject to Clause 19.6, the Distributor shall immediately cease all work or activities regarding the Product. Principal shall have the free right to use any data and information relating to the Product and registration applications or registrations in the Territory without any further obligation or liabilities to the Distributor.
19.4 Either party may terminate this Agreement at any time by giving notice in writing to the other party, which notice shall be effective upon dispatch, if the other party becomes insolvent, make an arrangement or composition for the benefit of creditors, or in the event that its assets become subject to a receivership, administration or liquidation or come under the control of a receiver, administrator or liquidator or other official appointed by a court or other governmental body or a like event should occur in any jurisdiction.
19.5 The Distributor shall have the continuing right to terminate this Agreement for a specific country immediately by written notice if the Marketing Authorisation for the Product is cancelled, withdrawn or suspended in any c...
Term and Termination a. Unless sooner terminated in accordance with the provisions of this Agreement, this Agreement shall remain in effect for one (1) year after the Effective Date (the “Initial Term”), and shall be automatically renewed for successive one (1) year periods (“Renewal Term(s)”).
b. This Agreement may be terminated by any of following
(1) In the event of a material breach of this Agreement by either party, including the institution of any bankruptcy, insolvency or receivership proceedings by or against either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the “'Default Notice”). In the event such breach is not cured within ten (10) days after service of the Default Notice, this Agreement shall automatically terminate at the election of the nondefaulting party upon the giving of a written notice of termination to the breaching party unless prior to that time the breaching party gives timely notice to the other party of its efforts to cure, advises that such cure will take longer than ten (10) days, and continues to undertakes appropriate steps to effect such cure and pursues such action to conclusion.
(2) Notwithstanding anything contained to the contrary in this Agreement, Vestin may terminate this Agreement for any reason on thirty (30) days written notice to Strategix and Strategix may terminate this Agreement for any reason on ninety (90) days written notice to Vestin. The ninety (90) day notice is necessary to allow Vestin the time necessary to replace the Accounting Services being performed pursuant to this Agreement.
c. Upon termination of this Agreement for any reason, Strategix shall co-operate with Vestin, its independent public accountants and any persons or companies engaged by Vestin to perform accounting and financial reporting services, in order to ensure a smooth transition of the accounting and financial reporting functions. In this regard, Strategiz shall make available to its successors all work papers and similar documents prepared in the course of performing services under this Agreement.
d. Termination of this Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.
Term and Termination. A. Subject to the termination provisions herein contained, the employment of Executive by the Company pursuant to this Agreement commenced as of the 4th day of November, 1999, and continue thereafter until terminated in accordance with this paragraph 2 or, if not earlier so terminated, until the Expiration Date (the "Employment Term").
B. If the Executive dies during the term of the Agreement and while in the employ of the Company, this Agreement shall automatically terminate and the Company shall have no further obligation to the Executive or his estate except that the Company shall pay to the Executive's estate (i) on the next regular payroll payment date the unpaid salary through the date of death, and (ii) on or before April 15 of the next succeeding year a proportionate part of the incentive bonus as provided in paragraph 3B hereof as is in the same ratio to the full bonus as the number of days in the year until the date of death is to 365.
C. If, during the term of this Agreement, the Executive, by reason of a disability, (I.E., a physical or mental impairment), cannot perform each of the essential functions of his position, with reasonable accommodation, for a period of one hundred eighty consecutive days, the Company, on thirty days prior written notice to the Executive, may terminate this Agreement as of the date specified in the notice. In the event of a termination pursuant to this paragraph 2C, the Company shall be relieved of all of its obligations under this Agreement, except that the Company shall pay to the Executive, or his estate in the event of his subsequent death: (i) that portion of the Executive's salary through the 30th day after notice of termination and (ii) on or before April 15 of the next succeeding year, the Company shall pay to the Executive a proportionate part of the incentive bonus as provided in paragraph 3B hereof as is in the same ratio to the full bonus as the number of days in the year until the date of termination is to 365.
D. At any time prior to the Expiration Date of this Agreement the Company may terminate this Agreement for Cause (as herein defined) without further obligation or liability hereunder to the Executive, his spouse, estate, heirs or assignees except for the obligation of the Company to pay to the Executive his salary earned through the date of discharge.
E. The Executive may give written notice of voluntary termination of employment at any time, and upon giving of the notice, the employment shall te...
Term and Termination. (a) This Agreement shall terminate upon the first to occur of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator of the Issuer, Masterworks Cayman and of the Artwork, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties.
(b) In addition to the termination provisions as set forth in Section 7(a), the Issuer may terminate this Agreement at any time upon any of the following:
(i) the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct;
(ii) the conviction of the Administrator of a felony;
(iii) a material breach by the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof);
(iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or
(v) the bankruptcy or insolvency of the Administrator.
(c) The Parties shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.
Term and Termination. These Terms and Conditions shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE [YOUR ACCOUNT AND] ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site. We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms and Conditions will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith. These Terms and Conditions and your use of the Site are governed by and construed in accordance with the laws of the State of [name of state] applicable to agreements made a...
Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms.
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue...
Term and Termination. (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.
(b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party.
(c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously...
Term and Termination. A. The term of this license shall begin on the effective date of this Agreement and continue until this Agreement is terminated as provided herein or until the earlier of the date that no Licensed Patent remains an enforceable patent or the payment of earned royalties under Section 4B, once begun, ceases for more than eight (8) consecutive calendar quarters.
B. Licensee may terminate this Agreement at any time by giving at least ninety (90) days written and unambiguous notice of such termination to XXXX. Such a notice shall be accompanied by a statement of the reasons for termination.
X. XXXX may terminate this Agreement by giving Licensee at least ninety (90) days written notice if the Date of First Commercial Sale does not occur on or before December 31, 2007.
D. If Licensee at any time defaults in the timely payment of any monies due to XXXX or the timely submission to XXXX of any Development Report, fails to actively pursue the development plan, or commits any material breach of any other covenant herein contained, and Licensee fails to remedy any such breach or default within ninety (90) days after written notice thereof by XXXX, or if Licensee commits any act of bankruptcy, becomes insolvent, is unable to pay its debts as they become due, files a petition under any bankruptcy or insolvency act, or has any such petition filed against it which is not dismissed within sixty (60) days, or offers any component of the Licensed Patents to its creditors, XXXX may, at its option, terminate this Agreement by giving notice of termination to Licensee.
E. Upon the termination of this Agreement, Licensee shall remain obligated to provide an accounting for and to pay royalties earned up to the date of the termination and any minimum royalties shall be prorated as of the date of termination by the number of days elapsed in the applicable calendar year.
F. Waiver by either party of a single breach or default, or a succession of breaches or defaults, shall not deprive such party of any right to terminate this Agreement in the event of any subsequent breach or default.
Term and Termination. 13.1 This Agreement shall continue in effect until December 31, 2007 (the "Initial Term").
13.2 Upon the expiration of the Initial Term, this Agreement shall continue automatically for successive terms of one (1) year ("Renewal Terms") each, unless the Fund or PFPC provides written notice to the other of its intent not to renew. Such notice must be received not less than sixty (60) days prior to the expiration of the Initial Term or the then current Renewal Term.
13.3 The Fund may terminate this Agreement in the event that the negligent action or negligent omission to act on the part of PFPC causes damages to the Fund or its shareholders in excess of two hundred fifty thousand dollars ($250,000). "Damages to the Fund" are defined as damages caused by a single event, or cumulative series of events related to the same matter, which generates a monetary loss. The Fund's right to terminate under this Section 13.3 shall remain effective in the event PFPC has made the Fund whole with respect to the damages caused. Unless the Fund provides PFPC with written notice of the Fund's intent to exercise its option under this Section 13.3 within 30 days after the Fund becomes aware of the occurrence, the Fund shall have waived its option to terminate under this provision.
13.4 If a party hereto is guilty of a material failure to perform its duties and obligations hereunder (a "Defaulting Party"), the other party (the "Non-Defaulting Party") may give written notice thereof to the Defaulting Party, and if such material breach shall not have been remedied within thirty (30) days after such written notice is given, then the Non-Defaulting Party may terminate this Agreement by giving thirty (30) days written notice of such termination to the Defaulting Party. If PFPC is the Non-Defaulting Party, its termination of this Agreement shall not constitute a waiver of any other rights or remedies of PFPC with respect to services performed prior to such termination or rights of PFPC to be reimbursed for out-of-pocket expenses. In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement or otherwise against the Defaulting Party.
13.5 The Fund shall have the right to terminate this Agreement at any time with respect to the Fund or a particular Portfolio if the Fund or the Portfolio, as the case may be, reorganizes into another entity, liquidates or otherwise ceases to exist. In th...
