Term and Termination of Services. (a) Subject to Section 7.1(c), Section 6.1 and except as otherwise set forth in Exhibit A or Exhibit B, as applicable, each of the Services shall be provided for the term specified in Section 7.1(b); provided that the Service-Receiving Party shall have the right to terminate one or more of the applicable Services that it receives under this Agreement at the end of a designated month by giving the Service-Providing Party the longer of (a) at least thirty (30) calendar days’ prior written notice of such termination or (b) in the case of any Service that the Service-Providing Party incurs an expense from an unrelated third-party, the period of time required to terminate such third-party expense, but in no event longer than ninety (90) days unless the Service-Providing Party, in its reasonable judgment, determines that a longer period of time is commercially reasonable. The Parties shall cooperate with each other in good faith in their efforts to reasonably effect early termination of such Services, including, where applicable, partial termination, and to agree in good faith upon appropriate reduction of the charges hereunder in connection with such early termination.
(b) Except as set otherwise forth in Exhibit A or Exhibit B, as applicable, the provision of Services under this Agreement shall terminate upon the earlier of (a) the cessation of all Services pursuant to Section 7.1(a), or (b) the 24 month anniversary of the Effective Time, plus the total period of any extensions made by the Service-Providing Party pursuant to the following proviso; provided that the Service-Receiving Party may, at its option, extend the period for any Service (i) for up to an additional two (2) months, on the same terms and conditions (including with respect to fees) as such Service was provided during the initial term for such Service, and (ii) thereafter, for up to an additional three (3) months, on the same terms and conditions as previously provided, except the Fees for such Service provided during such extension period shall be increased by twenty percent (20%). Thereafter, any extension to term of Service for any Service shall be at the Service-Providing Party’s sole discretion. This Agreement, except for Section 2.1 and Section 2.2, shall survive the termination of Services, and any such termination shall not affect any payment obligation for Services rendered prior to termination.
(c) Notwithstanding the foregoing: (i) the Parties may terminate the provision of the appl...
Term and Termination of Services. (a) The Service Period of each individual Service shall be as set forth on Exhibit A for such Service.
(b) Except for those Services designated on Exhibit A as not being eligible for early termination the Receiving Party may terminate a Service or Services early by providing a written notice to the Providing Party at least 60 days before the termination date that describes the Service or Services that the Receiving Party is requesting to terminate and the proposed dates of termination (each, a “Termination Request”). The Parties will promptly discuss each Termination Request in good faith, taking into consideration circumstances related to each Service contained in the Termination Request, including any interdependencies between such Service and any other ongoing Services, changes required to other Services or Agreement terms in connection with any such termination, and proposed termination timelines. After the Providing Party’s receipt of a Termination Request, the Parties will promptly agree on a schedule (it being agreed that such schedules shall provide for termination as soon as reasonably practicable unless otherwise agreed by the parties) for termination of the applicable Services that are the subject of the Termination Request and the Providing Party shall promptly and in good faith advise the Receiving Party in writing of (i) any other Services that are dependent on the Services subject to the Termination Request that must be terminated or modified as a result of the termination of the Services subject to the Termination Request and (ii) the amount, if any, of early termination costs or expenses actually incurred by the Providing Party solely to the extent associated with such termination, including those related to third party providers such as reimbursement for the portion of any prepaid licenses or services agreements applicable to the period between the termination date and the end of the Service Period set forth in Exhibit A or applicable to any periods that the Providing Party was required to extend such licenses or agreements in connection with an extension of such Service as requested by the Receiving Party pursuant to Section 2.3 (such expenses which the Providing Party has advised the Receiving Party of in writing and in good faith, the “Termination Expenses”) and the Receiving Party shall be responsible for and pay such Termination Expenses in accordance with Section 4. The Receiving Party may withdraw its Termination Request by deliver...
Term and Termination of Services. 8.1. This agreement shall remain in force for an Initial period of 1 year. After the Initial Period either party shall be entitled to terminate this Agreement in relation to any one or more of the Services by giving to the other 6 months’ notice in writing.
8.2. OMG reserves the right to suspend any of the services from the Company with immediate effect in the event of:
8.2.1. Any problem with the functionality of the Service in question which OMG is unable to resolve within 48 hours of becoming aware of the same.
8.2.2. Any breach by the Company of its obligations contained in this Agreement.
8.2.3. Commission due under this Agreement remains outstanding for more than 60 days
8.3. For the avoidance of doubt if OMG suspends the service under Clause 6.2.2 or 6.2.3 then the OMG Commission will continue to accrue.
8.4. Either party shall be entitled to terminate this Agreement forthwith if:
8.4.1. the other party commits any repudiatory breach of any of the provisions of this Agreement;
8.4.2. in the case of a breach capable of remedy, fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
8.4.3. an encumbrancer takes possession or a receiver or trustee is appointed over any of the property or assets of that other party;
8.4.4. that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order;
8.4.5. that other party goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting therefrom effectively agreed to be bound by or assume the obligations imposed on that other party under this Agreement);
8.4.6. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party; or
8.4.7. that other party ceases, or threatens to cease, to carry on business
Term and Termination of Services. (a) This Agreement shall terminate upon the first anniversary (the “Termination Date”) of the Distribution Date (as defined in the Separation Agreement).
(b) Notwithstanding the foregoing: (i) the Parties may terminate this Agreement by mutual written consent and (ii) the Parties each reserve the right to immediately terminate this Agreement by written notice to the other Party in the event that such other Party shall have (A) applied for or consented to the appointment of a receiver, trustee or liquidator; (B) admitted in writing an inability to pay debts as they mature; (C) made a general assignment for the benefit of creditors; or (D) filed a voluntary petition, or have filed against it a petition, for an order of relief under Title 11 of the United States Code Section 101 et seq., as the same may be amended from time to time.
Term and Termination of Services. (a) Subject to Section 7.1(c) and except as otherwise set forth in Exhibit A, each of the Services shall be provided for the term specified in Section 7.1(b); provided that CareTrust shall have the right to terminate one or more of the Services that it receives under this Agreement at the end of a designated month by giving Ensign at least thirty (30) calendar days’ prior written notice of such termination. Except as otherwise agreed, each category of Services may only be terminated as a whole, and partial termination of any Services shall not be permitted without the prior approval of Ensign, such approval not to be unreasonably withheld or delayed. The Parties shall cooperate with each other in good faith in their efforts to reasonably effect early termination of Services, including, where applicable, partial termination, and to agree in good faith upon appropriate reduction of the charges hereunder in connection with such early termination.
(b) Except as set otherwise forth in Exhibit A, the provision of Services under this Agreement shall terminate upon the earlier of (a) the cessation of all Services pursuant to Section 7.1(a), or (b) the first anniversary of the Effective Time; provided that CareTrust shall have the one-time right to extend the provision of Services under this Agreement until the second anniversary of the Effective Time by providing Ensign with written notice thereof at least sixty (60) calendar days prior to the first anniversary of the Effective Time. This Agreement, except for Section 2.1 and Section 2.2, shall survive the termination of Services, and any such termination shall not affect any payment obligation for Services rendered prior to termination.
(c) Notwithstanding the foregoing: (i) the Parties may terminate the provision of Services under this Agreement by mutual written consent and (ii) the Parties each reserve the right to immediately terminate the provision of Services under this Agreement by written notice to the other Party in the event that such other Party shall have (A) applied for or consented to the appointment of a receiver, trustee or liquidator; (B) admitted in writing an inability to pay debts as they mature; (C) made a general assignment for the benefit of creditors; or (D) filed a voluntary petition, or have filed against it a petition, for an order of relief under the Bankruptcy Code.
Term and Termination of Services. 3.1 All rights of termination under this clause are subject to the provisions of Clauses 22 and 23 of this Schedule 2.
3.2 On termination of an Order(s) (or the entire Agreement) for any reason then the provisions of Clause 23 of this Schedule 2 shall apply. Termination of Licence
3.3 A breach of Clause 5 of Schedule 1 or Clause 7 of Schedule 2 by the Customer shall entitle the Supplier immediately to terminate the Agreement for material breach under Clause 22 of Schedule 2.
3.4 Upon expiry of the Initial Licence Period, the Licence shall automatically be extended on an annual basis for further periods of one year, subject to payment of the On-going Licence Fee, unless either party gives the other three months prior written notice of non- renewal in accordance with Clause 28 of Schedule 2, such notice to expire on the last day of the Initial Licence Period or on an annual anniversary thereof.
3.5 Subject to Clause 23 of this Schedule 2, any termination of the Licence in accordance with this Clause 2 will result in the automatic termination of the applicable Order in its entirety, effective from the following periods:
(a) expiring on the last day of the Initial Licence Period or the applicable Extended Licence Period (as the case may be) if terminated under Clause 2.4; and
(b) immediately if terminated under Clause 2.3. Termination of the Managed Cloud Services
3.6 Following expiry of the Initial Managed Cloud Services Period, the Managed Cloud Services Period shall be automatically extended on an annual basis for further periods of one year, subject to payment of the On-going Managed Cloud Services Fee, unless the Customer gives to the Supplier three months written notice in accordance with the provisions of Clause 28, such notice to expire on the last day of the Initial Managed Cloud Services Period or an annual anniversary thereof.
3.7 Termination of the Managed Cloud Services for any reason will result in the Supplier being unable to provide access to the Customer Solution to End Users and to the Software Product to Authorised Users and therefore on termination of the Managed Cloud Services the applicable Order in its entirety shall terminate with immediate effect, unless otherwise agreed to by the Supplier in writing. Termination of the Support and Maintenance Services 3.8 Following expiry of the Initial Support Period, the Support and Maintenance Services shall be automatically extended on an annual basis for further periods of one year, subject to pa...
Term and Termination of Services. Each Service shall be provided for a term commencing on the Closing Date and ending nine (9) months thereafter, or such shorter term if earlier terminated pursuant to the terms of this Agreement. The Company may elect to extend the term of any Service for up to an additional three (3) months, provided that the Company delivers to the Seller prior written notice of such election at least fifteen (15) days prior to the expected conclusion of such term. In the event of any such extension, the Service Charges for the Service(s) to be extended shall be an amount equal to 115% multiplied by the applicable Service Charge set forth on Schedule 2.01. For the avoidance of doubt the foregoing 115% multiplier on extension of a Service shall apply to the Service Charge set forth on Schedule 2.01 only, and shall not apply to any other fees or costs invoiced to Purchaser, such as Pass-Through Charges or early termination charges.
Term and Termination of Services. The terms of this Agreement shall be in force for the period set forth on the first page of this Agreement. This Agreement shall automatically renew for a subsequent three (3) year period, with service fees adjusted to then- current list price levels, unless either party elects to terminate this Agreement by giving the other party no less than sixty (60) days written notice prior to the expiration of the then-current term. Either party may terminate this Agreement by giving to the other party written notice of such termination upon the other party's material breach of any material term (subject to the other party's right to cure within thirty (30) days after receipt of such notice), the other party's insolvency, or the institution of any bankruptcy or similar proceedings by or against the other party. Should Buyer desire to terminate this Agreement for any reason other than those previously described, Buyer shall be charged a cancellation fee equal to the sum of one (1) year (12 months) fees for all services, or the remaining term of the contract (whichever is less). Upon expiration or termination of this Agreement for any reason, Seller shall immediately cease providing all Hosted Services and ProAct Services, and Buyer shall no longer have access to the ERS System and Reports. Seller shall be entitled to retain a copy (whether electronic or otherwise) of Buyer’s data for internal record keeping only, which shall be subject to the confidentiality provisions of Section 11. Within thirty (30) days of any termination of this Agreement, Buyer shall pay to Seller all unpaid fees accrued prior to termination.
Term and Termination of Services. This Agreement shall have an initial term of one (1) year, and shall thereafter automatically renew for additional terms until terminated. We may terminate our services to You for any reason, at any time, subject to applicable law. Without limiting the foregoing, we may terminate treatment services in the following situations: If You were not truthful during your encounter with MGDO or about your health condition; or if You breach the terms of this Agreement. The obligations set forth in this Agreement shall survive termination and remain enforceable.
Term and Termination of Services a. The term of this Agreement shall commence July 1, 2017 and continue until a successor Town Solicitor may be appointed, unless earlier terminated by either party.
b. The Town may terminate representation of the Solicitor’s services at any time, upon a vote of the Town Council and notice to the Solicitor in writing, provided the Town has made adequate provision for payment for services rendered to the date of such termination.
c. The Solicitor may withdraw as counsel for the Town and terminate this agreement for any reason by notifying the Town in writing. The parties agree that the amount of compensation provided for hereunder shall not be “just reason” for terminating this agreement. If the Solicitor withdraws as the Town’s counsel and terminates this agreement, the Solicitor will use reasonable precautions to avoid prejudicing the Town’s rights by allowing a reasonable time for employment of other counsel, delivering to the Town all papers and property to which the Town is entitled and complying with all applicable laws and rules.
