TERM AND TERMINATION 16 Sample Clauses

TERM AND TERMINATION 16. 8.1 Effectiveness; Term 16 8.2 Termination Rights 16 8.3 Effect of Termination 17 ARTICLE 9 MISCELLANEOUS 17 9.1 Expenses 17 9.2 Severability 17 9.3 Notices 17 9.4 Assignment 18 9.5 Further Assurances 19 9.6 Waivers and Modifications 19 9.7 Choice of Law 19 9.8 Injunctive Relief 19 9.9 Publicity 19 9.10 Relationship of the Parties 19 9.11 Entire Agreement 20 9.12 Counterparts 20 9.13 Exports 20 9.14 Amendments 20 9.15 Interpretation 20 Exhibits Exhibit A - Development Programs STRATEGIC COLLABORATION AGREEMENT This STRATEGIC COLLABORATION AGREEMENT (this “Agreement”) is made as of November 3, 2016, by and between NESTEC LTD., a limited company organized and existing under the laws of Switzerland, having an office located at Xxxxxx Xxxxxx 00, 0000 Xxxxx, Xxxxxxxxxxx (“NHSc”), and Aimmune Therapeutics, Inc., a corporation incorporated and existing under the laws of the State of Delaware, having an office located at 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000, XXX (“Aimmune”). NHSc and Aimmune are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
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TERM AND TERMINATION 16. 10.1 Term 16 10.2 Termination by the Service Recipients 16 10.3 Termination by the Manager 17 10.4 Survival Upon Termination 18 10.5 Action Upon Termination 18 10.6 Release of Money or other Property Upon Written Request 18 ARTICLE 11 ARBITRATION 19 11.1 Dispute 19 11.2 Arbitration 19 11.3 Continued Performance 20 11.4 Urgent Relief 20 ARTICLE 12 GENERAL PROVISIONS 20 12.1 Amendment, Waiver 20 12.2 Assignment 21 12.3 Failure to Pay When Due 21 12.4 Invalidity of Provisions 22 12.5 Entire Agreement 22 12.6 Mutual Waiver of Jury Trial 22 12.7 Consent to Jurisdiction 22 12.8 Governing Law 23 12.9 Enurement 23 12.10 Notices 23 12.11 Further Assurances 24 12.12 Counterparts 24 Appendices Appendix A Services MASTER SERVICES AGREEMENT This MASTER SERVICES AGREEMENT is made as of August 31, 2018 (the “Effective Date”), by and among NRG Yield, Inc., a Delaware corporation (“NYLD”), NRG Yield LLC, a Delaware limited liability company (“NYLD LLC”), NRG Yield Operating LLC, a Delaware limited liability company (“NYLD Op”), and Zephyr Renewables LLC, a Delaware limited liability company (the “Manager”). Each of NYLD, NYLD LLC, NYLD Op and the Manager is referred to herein as a “Party”, and together as the “Parties”.
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TERM AND TERMINATION 16. 1 Term CONFIDENTIAL AND PROPRIETARY INFORMATION OF GWI PCS1, XXXXXXXX, X0 XXXXXXXX XXX XXXXX XXXXXX COMMUNICATIONS NOT TO BE DISCLOSED EXCEPT BY WRITTEN AGREEMENT OF SUCH PARTIES 28
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TERM AND TERMINATION 16. 1 The term of this Agreement (the “Term”) shall commence as of the Agreement Date and, subject to earlier termination in accordance with the provisions of this Section 16, shall end on December 31, 2021. Unless terminated by one of the Parties with at least [***] prior written notice to the other Party before the end of the original or renewal term then in effect, this Agreement shall automatically renew for subsequent terms of one (1)
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TERM AND TERMINATION 16. 1. If at any time after the first Trading Year CS has been unable to collectively Trade at least 30% of Carbon Credits and Biodiversity Credits available to be Traded at market rates save for the discretionary provision as outlined in clause 6.4 in that Trading Year then within two months of the expiry of that Trading Year either party may by notice in writing to the other party terminate this Agreement. Provided that a party shall only be entitled to rely on this clause where it has used its best endeavors to do all things required on its part to facilitate a Trade. This shall be in addition to any other rights of Termination. If written notice is not served within that two month period then that party shall be deemed to have waived its right to give such notice. No Party shall be entitled to give a Termination Notice under this clause if it has failed to comply with its obligations under clause 7.4. 16.2. Where a breach can be remedied any party may give written notice to the other party or parties requiring that party or those parties to remedy the breach within sixty (60) days of the date of service of the notice on the party in breach. The notice must be signed by an duly authorized officer of the party giving the notice and must state:- a. The details of the breach; b. What the party giving the notice requires to be done to remedy the breach; and c. A statement that if the breach is not remedied within sixty (60) days of the date of service of the notice, the Service Agreement will be terminated. 16.3. Where a notice has been served under clause 16.2 and the breach is not remedied by the party in breach within the said sixty (60) days (referred to in clause 16.2) then this Agreement will automatically terminate on the 60th day unless the party giving the notice withdraws it in writing within the said sixty (60) days. Such withdrawal must be served on the party or parties in breach in the said 60 day time period. 16.4. Where a breach is not capable of remedy and it is a breach of an Essential Term then the party or parties not in breach may by giving written notice to the other party or parties terminate this Agreement. 16.5. On termination each party must promptly return all property in its possession that is owned by any the other party. 16.6. Termination shall not effect discharge or in any way prevent any party from enforcing any right or entitlement that has accrued to that party prior to termination and termination shall not in any way prevent a...
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TERM AND TERMINATION 16. 7.1 Term 16 7.2 Event of Default 16
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TERM AND TERMINATION 16. Section 7.1 Term and Termination 16 Section 7.2 Effect of Termination 17 ARTICLE VIII DISPUTE RESOLUTION 17 Section 8.1 Negotiations between Parties’ Designated Representatives 17 Section 8.2 Dispute Resolution 17 ARTICLE IX GENERAL PROVISIONS 17 Section 9.1 No Agency 17 Section 9.2 Further Assurances 17 Section 9.3 Audit Assistance 18 Section 9.4 Notices 18 Section 9.5 Severability 18 Section 9.6 Entire Agreement 18 Section 9.7 Governing Law 19 Section 9.8 Facsimile Signatures 19 Section 9.9 Assignability; No Third-Party Beneficiaries 19 Section 9.10 Amendment 19 Section 9.11 Rules of Construction 19 Section 9.12 Counterparts 20 Section 9.13 Performance 20 Section 9.14 Title to Intellectual Property 20 Section 9.15 Survival of Covenants 20 Section 9.16 Waivers of Default 20 Section 9.17 Force Majeure 21 Schedules Schedule A Autoliv Services Schedule B Veoneer Services Schedule C TSA Managers AMENDED AND RESTATED MASTER TRANSITION SERVICES AGREEMENT This AMENDED AND RESTATED MASTER TRANSITION SERVICES AGREEMENT, dated as of June 28, 2018 and effective as of the Distribution Effective Time (this “Agreement”), is by and between Autoliv, Inc., a Delaware corporation (“Autoliv”), and Veoneer, Inc., a Delaware corporation (“Veoneer”). Autoliv and Veoneer are sometimes collectively referred to as the “Parties” and each is individually referred to as a “Party.” RECITALS:
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TERM AND TERMINATION 16. 1 This Service Agreement shall become effective retroactively on 1 April 2023 (“Effective Date”) when the Main Document is signed by duly authorised signatories of each Party and shall, unless terminated in accordance with this Section 16 below, remain in force until the Services are completed. 16.2 Either Party shall be entitled to terminate this Service Agreement with immediate effect in the event: e) the other Party commits a material breach of the terms of this Service Agreement, which has not been remedied within 30 days from written notice from the other Party to remedy such breach (if capable of being remedied); or f) if the other Party should become insolvent or enter into negotiations on composition with its creditors or a petition in bankruptcy should be filed by it or it should make an assignment for the benefit of its creditors. 16.3 For avoidance of doubt, Purchaser not paying the Service Charges, without legitimate reasons for withholding payment, shall be considered in material breach for the purpose of this Service Agreement. 16.4 Furthermore, Purchaser is entitled to terminate this Service Agreement with immediate effect in case Service Provider acts in breach, which is not insignificant, of what is set forth in Section 4.3 and 4.4 provided that the issue first has been escalated in accordance with Section 19.1. 16.5 Purchaser shall in addition be entitled to cancel the Services or part of the Services performed by Service Provider for convenience upon 60 days written notice to Service Provider. In such event and provided that Purchaser has paid all outstanding Service Charges, Service Provider shall, upon request from Purchaser, promptly make available in the Data Room (if applicable) any and all parts of the Results which have been finalised on the effective date of the cancellation. Moreover, the “Results” shall for the purposes of this Service Agreement be considered such parts of the Results that Service Provider has finalised on the effective date of the cancellation. 12 Agreement No.: GEE23-018 16.6 In the event Purchaser cancels the Services or part of the Services in accordance with Section 16.5 above, the Service Charges shall, instead of what is set out in the Main Document, correspond to Service Provider’s costs for the cancelled Services performed up, until and including the effective date of the cancellation, including the mark-up otherwise applied to calculate the Service Charges in accordance with the Main Document and any ...
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Related to TERM AND TERMINATION 16

  • Term and Termination In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

  • Term and Termination of Agreement 1. This Agreement shall run for a period of one (1) year from the date first written above and will be renewed from year to year thereafter unless terminated by either party as provided hereunder.

  • Term and Termination of the Agreement 15.1. Term and duration of the Agreement The Standard Transmission Agreement shall enter into force on the Start Date of this Standard Transmission Agreement and shall be effective for an undetermined term.

  • Terms and Termination This Agreement shall be effective from the date hereof and unless earlier terminated in accordance with this Section 30.4.5, shall continue in effect until the Class Year Deliverability Study for Requestor’s External XXXX Rights is completed and approved by the NYISO Operating Committee. Requestor or NYISO may terminate this Agreement upon the withdrawal of Requestor’s External XXXX Rights Request under Section 25.7.11 of Attachment S to the ISO OATT or upon Developer’s withdrawal from the Class Year Study pursuant to Section 25.7.7.1

  • Appointment, Term, and Termination a. Client hereby engages and retains Dalmore to provide operations and compliance services at Client’s discretion.

  • Expiration and Termination This Agreement is for one academic year (August 1, 2018 through July 31, 2019) and will automatically renew for the following academic year unless terminated as indicated below by either party.

  • Duration and Termination This Agreement shall become effective on July 21, 2015 and shall continue in effect until February 28, 2017, and thereafter, only if such continuance is approved at least annually by a vote of the Board, including the vote of a majority of the directors who are not parties to this Agreement or interested persons of any such party, cast in person, at a meeting called for the purpose of voting such approval. In addition, the question of continuance of this Agreement may be presented to the shareholders of the Portfolio; in such event, such continuance shall be effected only if approved by the affirmative vote of the holders of a majority of the outstanding voting securities of the Portfolio. This Agreement may at any time be terminated without payment of any penalty either by vote of the Board or by vote of the holders of a majority of the outstanding voting securities of the Portfolio, on not more than (60) sixty days’ written notice to the Manager. This Agreement shall automatically terminate in the event of its assignment. This Agreement may be terminated by the Manager after ninety (90) days’ written notice to the Fund. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed post-paid, to the other party at any office of such party. As used in this Section, the terms “assignment,” “interested persons,” “voting securities,” and a “majority of the outstanding voting securities” shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19), Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.

  • Term, Duration and Termination This Agreement shall become effective with respect to each Fund as of the date first written above (the "Effective Date") (or, if a particular Fund is not in existence on such date, on the earlier of the date an amendment to Schedule A to this Agreement relating to that Fund is executed or the Distributor begins providing services under this Agreement with respect to such Fund) and, unless sooner terminated as provided herein, shall continue for a two year period following the Effective Date. Thereafter, if not terminated, this Agreement shall continue with respect to a particular Fund automatically for successive one-year terms, provided that such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Trust's Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting for the purpose of voting on such approval and (b) by the vote of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of such Fund. This Agreement is terminable without penalty with 60 days' prior written notice, by the Trust's Board of Trustees, by vote of a majority of the outstanding voting securities of the Trust, or by the Distributor. This Agreement will also terminate automatically in the event of its assignment. (As used in this Agreement, the terms "majority of the outstanding voting securities," "interested persons" and "

  • Renewal and Termination A. This Agreement shall become effective on the date written below and shall continue in effect for two (2) years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement.

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