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Common use of Term and Termination of the Agreement Clause in Contracts

Term and Termination of the Agreement. 21.1. This Agreement shall become effective on the date it is signed and have an initial term ending the last day of the calendar year in which it is signed. It shall be tacitly renewed for successive one-year terms, unless either Party gives the other notice of its decision to terminate this Agreement not less than ninety (90) days prior to the dates of termination of either the Agreement or any of its extensions. 21.2. BMEMD may unilaterally decide not to continue providing some of the Information Products supplied under this Agreement. BMEMD shall give the Contracting Party notice of such decision as soon as possible. In any case, the decision shall become effective ninety (90) days from the last day of the month in which BMEMD gives written notice to the Contracting Party of its decision. 21.3. Where BMEMD, in accordance with the provisions of Subdivision 5.2 of this Agreement, decides to modify the basic characteristics of the technical conditions of the direct connections to its data servers, or decides not to continue providing some of the Information Products under this Agreement within the terms set forth in the previous Subdivisions hereto, the Contracting Party shall be entitled to terminate the Agreement by giving thirty (30) days’ notice to BMEMD. The termination of this Agreement shall become effective on the latest of the following dates: (i) the date on which BMEMD effectively stops providing the Information Product or (ii) thirty (30) days after BMEMD’s receipt of the notice of termination of the Agreement given by the Contracting Party. 21.4. Subject to Clause 12 of this Agreement governing the Financial and Payment Conditions hereunder, BMEMD shall be entitled to revise the applicable fees to this Agreement. After any such fee revision, the Contracting Party shall have the right to terminate this Agreement by giving BMEMD notice within thirty (30) days prior to the date on which the changes for which the Contracting Party demands the termination of this Agreement becomes effective. 21.5. Additionally, either Party shall be entitled to terminate this Agreement if the other Party fails to comply with any of its obligations pursuant to this Agreement and does not remedy such failure within fifteen (15) days of receiving notice of such breach. The termination shall be executed by means of written notification in accordance with the provisions of Clause 23 of this Agreement concerning Notices. Termination of this Agreement, regardless of its reason, shall entail BMEMD’s immediate cessation of Licensed Data distribution, as well as the loss of the Licence for usage granted. Any sums owed between the Parties shall become immediately due and payable.

Appears in 6 contracts

Samples: Data Distribution Agreement, Data Distribution Agreement, Data Distribution Agreement

Term and Termination of the Agreement. 21.1. This 10.1 The Agreement shall become effective on enter into force after all the date it is signed and have an initial term ending the last day of the calendar year in which it is signed. It shall be tacitly renewed for successive one-year terms, unless either Party gives the other notice of its decision to terminate this Agreement not less than ninety (90) days prior parties to the dates of termination of either the Agreement or any of its extensionshave signed it. The Agreement is made for an indefinite period. The Agreement may be terminated only as hereinafter defined. 21.2. BMEMD may unilaterally decide not to continue providing some of 10.2 In the Information Products supplied under this Agreement. BMEMD shall give the Contracting Party notice of such decision as soon as possible. In any case, the decision shall become effective ninety (90) days from the last day of the month in which BMEMD gives written notice to the Contracting Party of its decision. 21.3. Where BMEMD, in accordance with the provisions of Subdivision 5.2 of this Agreement, decides to modify the basic characteristics of the technical conditions of the direct connections to its data servers, or decides not to continue providing some of the Information Products under this Agreement within the terms set forth in the previous Subdivisions hereto, the Contracting Party shall be entitled to terminate the Agreement by giving thirty (30) days’ notice to BMEMD. The termination of this Agreement shall become effective on the latest of the following dates: (i) the date on which BMEMD effectively stops providing the Information Product or (ii) thirty (30) days after BMEMD’s receipt of the notice event of termination of the Agreement given by for any reason except pursuant to Clause 10.7, the Contracting PartyMaterial shall be returned to the Licensor in accordance with Clause 10.10, unless the Licensee and the Licensor otherwise inform the Escrow Agent in writing. 21.4. Subject to Clause 12 of this Agreement governing the Financial and Payment Conditions hereunder, BMEMD shall be entitled to revise the applicable fees to this Agreement. After any such fee revision, the Contracting Party 10.3 The Escrow Agent shall have the right to terminate this Agreement upon ninety (90) days’ written notice. However, the Escrow Agent shall not have the right to terminate the Agreement without first negotiating with the Licensor and the Licensee in order to find a solution, which shall reasonably secure the purpose of the Agreement. 10.4 The Licensee shall have the right to terminate the Agreement without a notice period. 10.5 The Licensor shall have the right to terminate the Agreement by giving BMEMD notice only upon the receipt of the Licensee’s prior written permission thereto and the delivery of a copy of the permission to the Escrow Agent. 10.6 Any party shall have the right to terminate the Agreement without a notice period provided that all the Reference Agreements have been indisputably terminated. 10.7 The Agreement shall expire if the Escrow Agent releases the Material in accordance with Clause 7. 10.8 The Escrow Agent shall have the right to terminate the Agreement with immediate effect if any of the Escrow Agent’s receivables based on the Agreement have been unpaid for over sixty (60) days from the due date and the payment has not been made within thirty (30) days prior of the dispatch of the Escrow Agent’s written notice of the delay. In the event of the Licensor’s negligence of payment, the termination shall, however, be subject to the date on which Escrow Agent’s written notice of the changes delay to the Licensee and the Licensee’s failure to pay the outstanding receivable within thirty (30) days of the dispatch of the notice. 10.9 The termination of the Agreement for which whatever reason shall always be notified to the Contracting Party demands other parties in writing. 10.10 Upon the termination of this Agreement becomes effective.the Agreement, the Escrow Agent shall release the Material to the entitled party at the Escrow Agent’s option as follows: 21.5. Additionally10.10.1 If the Material has been deposited with the Escrow Agent stored on a physical carrier media, either Party the Escrow Agent shall be notify the entitled to terminate this Agreement if party in writing that the other Party fails to comply with any of its obligations pursuant to this Agreement and does not remedy such failure within fifteen (15) days of receiving notice of such breachMaterial is available for collection in a place in Helsinki, Finland determined by the Escrow Agent. The termination Escrow Agent shall be executed by means have the right to destroy the Material at the expense of written notification in accordance the entitled party if such party has not collected the Material within six (6) months of the above notification; or 10.10.2 If the Material has been deposited with the provisions Escrow Agent by on-line transfer of Clause 23 an electronic copy, the Escrow Agent shall notify the entitled party in writing that the Material is available for access and download from the electronic deposit, for a period of this Agreement concerning Notices. Termination six (6) months from the date of this Agreement, regardless of its reason, shall entail BMEMD’s immediate cessation of Licensed Data distribution, as well as the loss termination of the Licence for usage grantedAgreement. Any sums owed between The Escrow Agent shall delete the Parties shall become immediately due and payableMaterial if such party has not downloaded the Material within six (6) months of the above notification.

Appears in 2 contracts

Samples: Escrow Agreement, Escrow Agreement

Term and Termination of the Agreement. 21.1. 6.1 This Agreement shall become effective is the subscriber's statement, "I have read and approved the User Agreement and Privacy Conditions." It enters into force upon acceptance and/or use of the Application in electronic environment by ticking the box. The duration of the contract is limited to the period specified in the package or service content, and the subscriptions other than the Pay as you go model will be deemed to be automatically renewed for the same period with the same conditions, unless one of the parties terminates the contract 15 days before the end of the contract. 6.2 The contract is according to the subscriber's preference; Payment as you go (Pay as you go model) or monthly (VPC, VPS, S3). In the pay-as-you-go model, per-unit pricing is applied according to the amount of usage. By linking to the price list, payment is made as here, 1 month is used. The months used are priced according to the amount of usage. Prices may vary according to the month of use, as it is linked. Prices can be displayed on the date it is signed and have an initial term ending same link on a monthly basis (VPC or VPS). 6.3 If the last day of the calendar year in which it is signed. It shall be tacitly renewed for successive one-year terms, unless either Party gives the other notice of its decision to terminate obligations assumed by this Agreement are not less than ninety (90) days prior to the dates of termination of either the Agreement or any of its extensions. 21.2. BMEMD may unilaterally decide not to continue providing some of the Information Products supplied under this Agreement. BMEMD shall give the Contracting Party notice of such decision as soon as possible. In any casefulfilled, the decision shall become effective ninety (90) days from Party whose rights have been violated has the last day of the month in which BMEMD gives written notice to the Contracting Party of its decision. 21.3. Where BMEMD, in accordance with the provisions of Subdivision 5.2 of this Agreement, decides to modify the basic characteristics of the technical conditions of the direct connections to its data servers, or decides not to continue providing some of the Information Products under this Agreement within the terms set forth in the previous Subdivisions hereto, the Contracting Party shall be entitled right to terminate the Agreement by giving thirty (30) days’ notice to BMEMDsending a written Notice of Termination. The termination Notice of this Agreement shall become effective Termination must be based on a just cause and must be served on the latest of the following dates: (i) the date on which BMEMD effectively stops providing the Information Product or (ii) thirty (30) days after BMEMD’s receipt of the notice of termination of the Agreement given by the Contracting Party. 21.4other party. Subject to Clause 12 of this Agreement governing the Financial and Payment Conditions hereunder, BMEMD shall be entitled to revise the applicable fees to this Agreement. After any such fee revision, the Contracting Party shall have The Service Provider reserves the right to terminate this the Agreement immediately and without notice in case of non-payment by giving BMEMD notice within thirty (30) days prior the Subscriber. In such a case, all debts that have arisen or will arise according to the date on which records of the changes for which Service Provider will be paid by the Contracting Party demands Subscriber. 6.4 If the termination subscriber requests the cancellation of the service at the end of the commitment period, he is obliged to notify the Service Provider in writing of this Agreement becomes effective. 21.5request. Additionally, either Party shall The Contract will be entitled to terminate this Agreement if the other Party fails to comply with any of its obligations pursuant to this Agreement and does not remedy such failure terminated within fifteen (15) days after the cancellation request is notified to the Service Provider in writing. However, the Service Provider will send an invoice to the Subscriber in order to collect the payments that have arisen until the moment of receiving notice of such breach. The termination shall be executed by means of written notification in accordance with termination. 6.5 Subscriber, the provisions of Clause 23 duration of this Agreement concerning Noticescontract is 24 (twenty-four) months and the subscriber has committed not to terminate the contract during this period. Termination of this AgreementIf the subscriber terminates the contract within the commitment period, regardless of its reason, shall entail BMEMD’s immediate cessation of Licensed Data distribution, as well as he irrevocably accepts and pays the loss payment of the Licence remaining period and the installation activation fees as a penalty for usage grantedbreaking the commitment. Any sums owed This penal clause has been freely agreed between the Parties shall become immediately due parties and payableits exorbitance cannot be claimed.

Appears in 1 contract

Samples: Cloud Systems Service Subscription Agreement

Term and Termination of the Agreement. 21.1. 5.1 The term of this Agreement shall commence as of the Effective Date and shall continue for a period of twelve (12) months (“Initial Term”). 5.2 This Agreement shall become effective on automatically renew for another twelve (12) months at the date it is signed and have an initial term ending the last day end of the calendar year in which it is signed. It shall Initial Term and every twelve (12) months thereafter unless terminated pursuant to this Article 5. 5.3 This Agreement may be tacitly renewed for successive one-year terms, unless either Party gives terminated at any time during the other Initial Term or any renewal term by Employer or by DBI without cause and without liability with written notice of its decision the intention to terminate this Agreement to be effective as of a date certain set forth in the written notice not less fewer than ninety sixty (90) days prior to the dates of termination of either the Agreement or any of its extensions. 21.2. BMEMD may unilaterally decide not to continue providing some of the Information Products supplied under this Agreement. BMEMD shall give the Contracting Party notice of such decision as soon as possible. In any case, the decision shall become effective ninety (9060) days from the last day date of such notice. 5.4 Except as provided in Section 5.5, all obligations of DBI relating to payment of claims under the month Plan will be terminated on the effective date of termination given in which BMEMD gives the notice, regardless of when the claim for such benefit is incurred. 5.5 This Agreement shall automatically terminate: (a) If any law is enacted or interpreted to prohibit the continuance of this Agreement, upon the effective date of such law or interpretation; (b) If any fee for any service provided by DBI to Employer remains unpaid to DBI beyond ten (10) days past the due date, upon notification by DBI to Employer in writing that DBI intends to exercise its option to enforce this provision; (c) If at any time Employer fails to provide funds for the payment of Plan benefits or fails to restore the Minimum Account Balance, upon written notification by DBI; or (d) If Employer fails to provide the required information in a timely manner to ensure compliance with the MSP reporting required for HRAs. 5.5 If a party is in default under any provision of this Agreement, the other party may give written notice to the Contracting Party defaulting party of its decision. 21.3such default. Where BMEMD, in accordance with If the provisions of Subdivision 5.2 of this Agreement, decides defaulting party has not used good faith efforts to modify the basic characteristics of the technical conditions of the direct connections to its data servers, cure such breach or decides not to continue providing some of the Information Products under this Agreement default within the terms set forth in the previous Subdivisions hereto, the Contracting Party shall be entitled to terminate the Agreement by giving thirty (30) days’ notice to BMEMD. The termination of this Agreement shall become effective on the latest of the following dates: (i) the date on which BMEMD effectively stops providing the Information Product or (ii) thirty (30) days after BMEMD’s receipt of the it receives such notice of termination of the Agreement given by the Contracting Party. 21.4. Subject or if good faith efforts to Clause 12 of this Agreement governing the Financial and Payment Conditions hereunder, BMEMD shall be entitled to revise the applicable fees to this Agreement. After any such fee revision, the Contracting Party shall cure have the right to terminate this Agreement by giving BMEMD notice begun within thirty (30) days, but such cure is not completed within sixty (60) days prior after receipt of the notice, the other party shall have the right 5.6 If this Agreement is terminated under Sections 5.3 or 5.5, DBI will cease the performance of services. If, however, the parties agree in writing that this Agreement shall continue while DBI performs services during a run-out period (and upon prepayment for such run-out period if requested by DBI), DBI will continue to process qualifying expense reimbursements and to provide general Plan administration and services with respect to any claims that are received by DBI on or before the run-off period end date. The terms of this Agreement will remain in force and effect during any such run-out period. 5.7 Upon the completion of the termination of this Agreement, DBI will cease the processing of any claims that are received and Employer shall be immediately responsible for all aspects of its Plan, including the processing of all claims, annual reporting, and general plan administration. DBI shall promptly return to Employer any funds in the Custodial Account that have not been used for Plan benefit payments along with any unpaid or other pending payment requests and/or subsequent claims that are received after the end date of any specified run-out period. Such return shall remain subject to the completion of a final accounting of all account activities, as well as the deduction of any undisputed unpaid fees and other expenses under this Agreement or any other agreement between the parties. As necessary, DBI shall have the immediate right to demand and pursue collection of any unpaid fees, reimbursements or other amounts that are due and owing to DBI as of the date on which of termination under the changes for which terms of this Agreement or any other agreement between the Contracting Party demands parties. 5.8 Within sixty (60) days after the later of the termination of this Agreement becomes effective. 21.5. Additionallyor the specified run-out period, either Party DBI shall be entitled prepare and deliver to terminate this Agreement if the other Party fails to comply with any of its obligations pursuant to this Agreement Employer a complete and does not remedy such failure within fifteen (15) days of receiving notice of such breach. The termination shall be executed by means of written notification in accordance with the provisions of Clause 23 of this Agreement concerning Notices. Termination of this Agreement, regardless of its reason, shall entail BMEMD’s immediate cessation of Licensed Data distribution, as well as the loss final accounting and report of the Licence for usage granted. Any sums owed between financial status of the Parties shall become immediately due Plan as of the date of termination together with all books and payablerecords in DBI’s possession and control pertaining to the administration of the Plan, all claims files, and all reports pertaining to the Plan.

Appears in 1 contract

Samples: Administrative Services Agreement

Term and Termination of the Agreement. 21.1. This 15.1 Subject to the provisions of this Section 15 this Agreement shall become effective on the date it is signed and have an initial fixed term ending of five (5) years commencing on January 1st, 2004 and terminating on December 31st, 2008. After this initial term this Agreement will be prolonged implicitly for further periods of one year each, if the last day parties do not terminate this Agreement with six (6) month prior written notice until the end of the calendar year in which it is signedinitial fixed term or until the end of each following year. It shall be tacitly renewed for successive one-year termsNotwithstanding the foregoing this Agreement will finally terminate on December 31st, unless 2015 without requiring any termination notice from either Party gives of the other notice of its decision parties. 15.2 Each party has the right to terminate this agreement with immediate effect in the event of a Change in Control as defined in Section 6.6. 15.3 The Company has the right to suspend the Consultant from his duties to perform Services under this Agreement not less than ninety (90) days prior at any time after an initial period of 12 months in which case any information rights shall cease to exist, provided however that the Company shall be obliged in such case to continue its payments to the dates of termination of either Consultant until the moment this Agreement or any of its extensions. 21.2. BMEMD may unilaterally decide not to continue providing some could have been terminated regularly at the earliest, assuming that the Consultant would have worked for 50 % of the Information Products supplied under this Agreement. BMEMD shall give the Contracting Party notice of such decision Projected Days (= 75 days per year) as soon as possible. In any case, the decision shall become effective ninety (90) days from the last day of the month stipulated in which BMEMD gives written notice to the Contracting Party of its decision. 21.3. Where BMEMD, in accordance with the provisions of Subdivision 5.2 Section 6.3 of this Agreement, decides to modify the basic characteristics of the technical conditions of the direct connections to its data servers, or decides but in any case not to continue providing some of the Information Products under this Agreement within the terms set forth less than EUR 187,500. 15.4 Nothing in the previous Subdivisions hereto, the Contracting Party shall be entitled to terminate the Agreement by giving thirty (30) days’ notice to BMEMD. The termination of this Agreement shall become effective on the latest of the following dates: (i) the date on which BMEMD effectively stops providing the Information Product or (ii) thirty (30) days after BMEMD’s receipt of the notice of termination of the Agreement given by the Contracting Party. 21.4. Subject to Clause 12 of this Agreement governing the Financial and Payment Conditions hereunder, BMEMD shall be entitled to revise the applicable fees to this Agreement. After any such fee revision, the Contracting Party shall have affect the right to terminate this Agreement by giving BMEMD notice for good cause (§ 626 German Civil Code). As good cause within thirty the meaning of the previous sentence which entitles the Consultant to terminate this Agreement with immediate effect shall be considered (30i) days prior a revocation of the Consultant’s visitation right pursuant to Section 3 or (ii) a suspension from his duties pursuant to Section 15.3. In case either of the parties terminates this Agreement for good cause, the Company shall be obliged to make a single payment to the date on which Consultant equal to the changes total amount of consultancy fees the Consultant would have received for which his Services for the Contracting Party demands residual term of this Agreement starting from the termination until the moment this Agreement could have been terminated regularly at the earliest, assuming that the Consultant would have worked for 50 % of the Projected Days (= 75 days per year) as stipulated in Section 6.3 of this Agreement, but in any case not less than EUR 187,500, provided however that (i) in case of a termination by Consultant for a suspension from his duties pursuant to Section 15.3 Consultant will receive the payment set forth therein only and not in addition to the payment set forth herein and (ii) the prohibition of competition pursuant to Section 11.1 shall continue until the moment this Agreement could have been terminated regularly at the earliest. 15.5 The Consultant shall at any time after the termination of this Agreement becomes effectivekeep a high level of loyalty to the Company or its Affiliates and shall refrain from any acts or statements which could be detrimental to the interests of Company or its Affiliates or which could be harmful to the future development of their respective businesses. 21.5. Additionally, either Party shall be entitled to terminate this Agreement if the other Party fails to comply with any of its obligations pursuant to this Agreement and does not remedy such failure within fifteen (15) days of receiving notice of such breach. The termination shall be executed by means of written notification in accordance with the provisions of Clause 23 of this Agreement concerning Notices. Termination of this Agreement, regardless of its reason, shall entail BMEMD’s immediate cessation of Licensed Data distribution, as well as the loss of the Licence for usage granted. Any sums owed between the Parties shall become immediately due and payable.

Appears in 1 contract

Samples: Consultancy Agreement (Qiagen Nv)

Term and Termination of the Agreement. 21.1. This Agreement shall become effective come into force upon signing by both Parties on the day first written above as the Effective Date and it shall remain in force for an indefinite period of time, subject to earlier termination (in whole or in part) in accordance with its terms. The Agreement shall be automatically terminated 180 days after the Effective Date for those Information Products for which no Access Date is agreed within such time limit. Each Party may terminate this Agreement at the end of a Calendar Quarter upon at least ninety (90) days written notice. In case of termination of the Agreement by either Party in accordance with Article 16.3 or Article 10.2 or termination of the Agreement (in whole or in part) by the Licensee in accordance with Article 4.4, all annual Fees paid in advance shall be reimbursed proportionally to the number of full calendar quarters left between the date of termination of the Agreement and the end of the relevant calendar year, in the amount of ¼ of the annual Fees for each full calendar quarter left between the date of termination of the Agreement and the end of the calendar year. The Stock Exchange may terminate this Agreement at any time if the Licensee does not perform or unduly performs its obligations, including by materially breaching the provisions of the Agreement, in particular causing unreasonable delays, breaks or deformations in the dissemination of Information, is in breach of the provisions concerning Fees or payments and the provisions of Article 7.2 of the Agreement or if the Licensee through its actions or omissions violates the rights or damages the reputation of the Stock Exchange. Any such termination shall be preceded by a written notice from the Stock Exchange to perform this Agreement properly. Should the Licensee fail to improve the way it is signed performs the Agreement within a period of at least thirty (30) days specified by the Stock Exchange, the Stock Exchange may terminate the Agreement without further notice. In case of termination of the Agreement by the Stock Exchange in accordance with Article 16.5, Fees paid in advance in accordance with this Agreement shall not be reimbursed. The Licensee may terminate this Agreement at any time if the Stock Exchange does not perform or unduly performs its obligations. The termination should be preceded by a written notice from the Licensee to perform this Agreement properly. Should the Stock Exchange fail to improve the way it performs the Agreement within a period of thirty (30) days, the Licensee may terminate the Agreement without further notice. In case of termination of the Agreement by the Licensee in accordance with Article 16.7, any annual Fees paid in advance in accordance with this Agreement shall be reimbursed proportionally to the number of full days left between the date of termination of the Agreement and have an initial term ending the last day end of the calendar year in which it is signed. It shall be tacitly renewed for successive one-year terms, unless either Party gives the other notice amount of its decision to terminate this Agreement not less than ninety (90) days prior to the dates of termination of either the Agreement or any of its extensions. 21.2. BMEMD may unilaterally decide not to continue providing some 1/365 of the Information Products supplied under this Agreement. BMEMD shall give the Contracting Party notice of such decision as soon as possible. In any case, the decision shall become effective ninety (90) days from the last annual Fees for each day of the month in which BMEMD gives written notice to the Contracting Party of its decision. 21.3. Where BMEMD, in accordance with the provisions of Subdivision 5.2 of this Agreement, decides to modify the basic characteristics of the technical conditions of the direct connections to its data servers, or decides not to continue providing some of the Information Products under this Agreement within the terms set forth in the previous Subdivisions hereto, the Contracting Party shall be entitled to terminate the Agreement by giving thirty (30) days’ notice to BMEMD. The termination of this Agreement shall become effective on the latest of the following dates: (i) left between the date on which BMEMD effectively stops providing the Information Product or (ii) thirty (30) days after BMEMD’s receipt of the notice of termination of the Agreement given by and the Contracting Party. 21.4end of the calendar year. Subject to Clause 12 In the event of termination of the Agreement for any reason, the Licensee may keep the Information received during the term of this Agreement governing and continue using it in the Financial Licensee’s Services and Payment Conditions hereunderdatabases following the date of termination, BMEMD shall be entitled subject to revise any additional terms specified for individual Information Products in the applicable fees Appendices to this Agreement. After any such fee revision, the Contracting Party shall have the right to terminate this Agreement by giving BMEMD notice within thirty (30) days prior to the date on which the changes for which the Contracting Party demands the Any termination or expiry of this Agreement becomes effective. 21.5. Additionally, either Party shall be entitled to terminate this Agreement if not affect the coming into force or continuation in force of any other Party fails to comply with any of its obligations pursuant to this Agreement articles and does not remedy such failure within fifteen (15) days of receiving notice of such breach. The termination shall be executed by means of written notification in accordance with the provisions of Clause 23 of this Agreement concerning Notices. Termination of this Agreementwhich are expressly or by implication intended to come into force or continue in force on or after termination, regardless of its reasonincluding Articles 1,9, shall entail BMEMD’s immediate cessation of Licensed Data distribution11, as well as the loss of the Licence for usage granted. Any sums owed between the Parties shall become immediately due 12, 14, 15, 16, 19 and payable21.

Appears in 1 contract

Samples: Market Data License Agreement

Term and Termination of the Agreement. 21.1. This Agreement 20.1 The Effective Date shall become effective on be the date it is signed and have an initial term ending the last day of the calendar year in which it is signed. It shall be tacitly renewed for successive one-year terms, unless either Party gives the other notice signing of its decision this Agreement. 20.2 The Parties’ right to terminate this Agreement due to delay of Acceptance is exclusively governed by Article 7. This Agreement can not less than ninety (90) days prior to the dates of termination of either the Agreement be terminated by Customer after Acceptance or any of its extensions. 21.2. BMEMD may unilaterally decide not to continue providing some of the Information Products supplied under this Agreement. BMEMD shall give the Contracting Party notice of such decision as soon as possible. In any caseby OMT after final payment, the decision shall become effective ninety (90) days from the last day of the month in which BMEMD gives written notice to the Contracting Party of its decision. 21.3. Where BMEMD, in accordance with the provisions of Subdivision 5.2 of this Agreement, decides to modify the basic characteristics of the technical conditions of the direct connections to its data servers, or decides not to continue providing some of the Information Products under this Agreement within the terms set forth in the previous Subdivisions hereto, the Contracting Party shall be provided however OMT is entitled to terminate the licence to the Software Product pursuant to Articles 5.20 during the term of the licence. 20.3 In the event the final determination from the United States Securities and Exchange Commission (“SEC”) on Customer’s application for registration as a National Securities Exchange is negative or has not been obtained 12 months after Acceptance, either Party may terminate this Agreement by giving thirty (30) days’ notice to BMEMDimmediate effect. The In the event of such termination of this Agreement the Parties shall become effective on the latest promptly return all Confidential Information received from each other and Customer shall promptly return all copies of the following dates: (i) the date on which BMEMD effectively stops providing the Information Software Product and non-confidential Documentation, in whole or (ii) in parts, to OMT. 20.4 If Customer fails to perform any of its material obligations under this Agreement, including but not limited to default of payment, and such failure continues for a period of thirty (30) days after BMEMD’s in the event of default of payment, otherwise ninety (90) days, following receipt of the written notice of termination of such failure with demand to cure, or if Customer decides not start the Agreement given by Customer Operations even though Customer has obtained final approval from the Contracting Party. 21.4. Subject to Clause United States Securities and Exchange Commission (“SEC”) on Customer’s application for registration as a National Securities Exchange or has not started the Customer Operations within 12 of this Agreement governing the Financial and Payment Conditions hereundermonths from such final approval or within 12 months from Acceptance, BMEMD shall be entitled to revise the applicable fees to this Agreement. After any such fee revisionwhichever comes last, the Contracting Party OMT shall have the right to terminate this Agreement with immediate effect by giving BMEMD Customer written notice within thirty of such termination. In the event of such termination the Parties shall promptly return all Confidential Information received from each other and Customer shall promptly return all copies of the Software Product and non-confidential Documentation, in whole or in parts, to OMT. Further, Customer undertakes to pay OMT for all work performed under this Agreement on a time and material basis, as per Article 10.5 and to reimburse OMT for all related costs and expenses incurred hereunder and to pay to OMT [***]- as liquidated damages. OMT shall not be entitled to any other amounts due to the termination. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 20.5 If OMT fails to perform any of its material obligations under this Agreement prior to Acceptance, and such failure continues for a period of ninety (3090) days prior following receipt of written notice of such failure with demand to cure, Customer shall have the date on which the changes for which the Contracting Party demands the termination of this Agreement becomes effective. 21.5. Additionally, either Party shall be entitled right to terminate this Agreement if the other Party fails to comply with any of its obligations pursuant to this Agreement and does not remedy such failure within fifteen (15) days of receiving immediate effect by giving OMT written notice of such breachtermination. The In the event of such termination shall be executed by means of written notification in accordance with the provisions of Clause 23 of this Agreement concerning Notices. Termination of this Agreement, regardless of its reason, shall entail BMEMD’s immediate cessation of Licensed Data distribution, as well as the loss of the Licence for usage granted. Any sums owed between the Parties shall become immediately due promptly return all Confidential Information received from each other and payableCustomer shall promptly return all copies of the Software Product and non-confidential Documentation, in whole or in parts, to OMT. Customer is entitled to be reimbursed for all sums paid to OMT under Article 10 and shall not be entitled to any other amounts. 20.6 This Agreement may also be terminated as set out in Article 12.2.

Appears in 1 contract

Samples: Delivery and Licence Agreement (International Securities Exchange, Inc.)

Term and Termination of the Agreement. 21.1. 28.01 This Agreement shall become effective commences on the date it is signed Effective Date and have an initial term ending the last day shall remain in force for a period of the calendar year in which it is signed. It shall be tacitly renewed for successive one-year terms, five (5) years unless terminated by either Party gives the other notice of its decision to terminate this Agreement not less than ninety (90) days prior to the dates of termination of either the Agreement or any of its extensions. 21.2. BMEMD may unilaterally decide not to continue providing some of the Information Products supplied under this Agreement. BMEMD shall give the Contracting Party notice of such decision as soon as possible. In any case, the decision shall become effective ninety (90) days from the last day of the month in which BMEMD gives written notice to the Contracting Party of its decision. 21.3. Where BMEMD, in accordance with the provisions terms herein (the “Term”). 28.02 This Agreement will expire automatically if the DLA or the license to the Software Product is terminated by either Party. In the event of Subdivision 5.2 such expiration, any and all amounts outstanding and all costs and expenses incurred in connection with this Agreement or part thereof, as applicable, until the day of expiration, shall be paid by ISE to OMT. 28.03 ISE shall have the right to terminate this Agreement, decides for any reason, without cause, upon [***] prior written notice, such termination to modify the basic characteristics of the technical conditions of the direct connections to its data servers, or decides be effective not to continue providing some of the Information Products under this Agreement within the terms set forth in the previous Subdivisions hereto, the Contracting Party shall be entitled to terminate the Agreement by giving thirty (30) days’ notice to BMEMD. The termination of this Agreement shall become effective on the latest of the following dates: (i) the date on which BMEMD effectively stops providing the Information Product or (ii) thirty (30) days after BMEMD’s receipt of the notice of termination of the Agreement given by the Contracting Partyearlier than [***]. 21.4. Subject to Clause 12 of this Agreement governing the Financial and Payment Conditions hereunder, BMEMD shall be entitled to revise the applicable fees to this Agreement. After any such fee revision, the Contracting Party 28.04 ISE shall have the right to terminate this Agreement pursuant to Section 3.09.2. 28.05 If OMT fails to perform any of its material obligations under this Agreement and such failure continues for a period of thirty (30) days, following receipt of written notice of such failure with demand to cure, ISE shall have the right to terminate this Agreement with immediate effect. In the event such material breach of this Agreement is incapable of being remedied ISE may terminate this Agreement immediately by giving BMEMD OMT written notice. In the event of termination of this Agreement pursuant to Section 28.03, Section 28.04, or Section 28.05, any and all amounts outstanding and all costs and expenses incurred in connection with this Agreement or part thereof, as applicable, until the day of termination, shall be paid by ISE to OMT. OMT shall credit ISE the part of the yearly fee which corresponds to the remaining period paid for. 28.06 In the event ISE terminates this Agreement pursuant to Section 28.04, ISE has the right to obtain possession of the Deposit Materials pursuant to Articles 3 and 18 of this Agreement, upon presentation to the Escrow Agent of a copy of its notice within of termination to OMT. Within five (5) business days of the date ISE obtains possession of the Deposit Materials, ISE shall deposit USD [***] into trust with Skandinaviska Enskilda Banken, Stockholm, or such other bank approved by OMT, with both Parties as co-signatories or a bank guarantee from Skandinaviska Enskilda Banken or another bank approved by OMT on the same amount. The amount held in trust shall be released to OMT, or payment shall be made to OMT in accordance with the bank guaranty, as the case may be, if arbitrators in accordance with Article 30 decide that the termination was not in accordance with Articles 3 and 28. The amount held in trust shall be released to ISE, or the bank guaranty shall terminate, as the case may be, if arbitrators in accordance with Article 30 decide that the termination was in accordance with Articles 3 and 28 *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 28.07 If ISE fails to perform any of its material obligations under this Agreement, including but not limited to default of payment, and such failure continues for a period of thirty (30) days prior following receipt of written notice of such failure with demand to cure, OMT shall have the date on which right to terminate this Agreement with immediate effect. In the changes for which event such material breach of this Agreement is incapable of being remedied, OMT may terminate this Agreement immediately by giving ISE written notice. In the Contracting Party demands the event of termination of this Agreement becomes effective. 21.5. Additionally, either Party shall be entitled to terminate this Agreement if the other Party fails to comply with any of its obligations pursuant to this Agreement Section or as otherwise specifically set forth in this Agreement, any and does all amounts billed but not remedy such failure within fifteen (15) days paid and any amounts unbilled but relating to agreed and performed work until the day of receiving notice of such breach. The termination shall be executed paid by means of written notification in accordance with the provisions of Clause 23 of this Agreement concerning Notices. Termination of this Agreement, regardless of its reason, shall entail BMEMD’s immediate cessation of Licensed Data distribution, as well as the loss of the Licence for usage granted. Any sums owed between the Parties shall become immediately due and payableISE to OMT.

Appears in 1 contract

Samples: Support Agreement (International Securities Exchange, Inc.)

Term and Termination of the Agreement. 21.19.1. This Agreement shall become effective come into effect on the signing by both Parties. 9.2. The term of each EBITDA Guarantee Agreement is for the period of validity of each relevant PPA, starting on the signing date of each Guaranteed Plant EBITDA Agreement and ending on the date it is signed and have an initial term ending the last day of the calendar year in which it is signed. It shall be tacitly renewed for successive one-year terms, unless either Party gives the other notice end period of its decision to terminate this Agreement not less than ninety (90) days prior to the dates of termination of either the Agreement or any of its extensionseach relevant PPA. 21.29.3. BMEMD may unilaterally decide not to continue providing some This Agreement will expire with the expiration of the Information Products supplied under this Agreement. BMEMD shall give the Contracting Party notice of such decision as soon as possible. In any case, the decision shall become effective ninety (90) days from the last day of the month latest Guaranteed Plant EBITDA Agreement entered into in which BMEMD gives written notice to the Contracting Party of its decision. 21.3. Where BMEMD, in accordance with the provisions of Subdivision 5.2 execution of this Agreement, decides unless renewed with both Parties’ consent, given in a written notice sent to modify the basic characteristics other Party at least 6 (six) months prior to the conclusion of Term of the technical conditions of the direct connections to its data servers, or decides not to continue providing some of the Information Products under this Agreement within the terms set forth Agreement. 9.4. On every visit in the previous Subdivisions heretosite, Bluesphere shall comply with the Contracting Party shall be entitled safety regulations and will notify Austep in writing and in advance of its intention to terminate visit the Agreement by giving thirty (30) days’ notice to BMEMDsite. The termination of this Agreement shall become effective on During the latest of the following dates: (i) the date on which BMEMD effectively stops providing the Information Product or (ii) thirty (30) days after BMEMD’s receipt of the notice of termination Term of the Agreement given by Austep will provide Bluesphere with all data and materials of each AD Plant. In addition, and without derogating from any of Austep’s obligations and liabilities according this Agreement, the Contracting PartyPlant Guaranteed EBIDTA Agreement and any applicable law, Bluesphere shall perform supervisions from time to time at Bluesphere’s sole discretion and as it sees fit, provided that such supervisions shall not delay or obstruct the regular operation of the Plant, and as much as possible shall be performed during regular working days and hours. 21.49.5. Subject During the term of each Guaranteed Plant EBITDA Agreement, Austep will operate the Plants with sufficient and qualified manpower to Clause 12 ensure the proper and ongoing operation of this Agreement governing the Financial and Payment Conditions hereunderPlants. 9.6. The Parties hereby agree that during the term of each Guaranteed Plant EBIDTA Agreement, BMEMD shall be entitled to revise but not before the applicable fees to this elapse of 3 (three) years from the signing of each Guaranteed Plant EBIDTA Agreement. After any such fee revision, the Contracting Party shall Austep will have the right to terminate this the Guaranteed Plant EBITDA Agreement by giving BMEMD notice within thirty (30) days prior only if: 9.6.1. it has offered each relevant Plant SPV an alternative solution to operate the date on Plant under the same or better terms; and 9.6.2. the relevant Plant SPV has given its written consent for the alternative solution, which the changes for which the Contracting Party demands the termination will not be unreasonably refused. 9.7. Notwithstanding any other provision of this Agreement becomes effective. 21.5. AdditionallyAgreement, either Party shall be Bluesphere is entitled to terminate this Agreement before the conclusion of its Term in the event Austep becomes bankrupt or insolvent, or goes into liquidation, or has a receiving or administration order made against it or carries on business under a receiver, trustee or manager for the benefit of its creditors, or if the other Party fails any act is done or event occurs which (under Applicable Law) has a similar effect to comply with any of its obligations pursuant to this Agreement and does not remedy such failure within fifteen (15) days of receiving notice of such breachthese acts or events. 9.8. The termination shall be executed by means of written notification in accordance with the provisions of Clause 23 of this Agreement concerning Notices. Termination Notwithstanding any other provision of this Agreement, regardless the Parties are entitled to terminate this Agreement before the conclusion of its reason, shall entail BMEMD’s immediate cessation Term in the event the other Party substantially violates terms of Licensed Data distribution, as well as this Agreement and has not ceased this violation and remedied the loss consequences thereof within four 4 (four) weeks of the Licence for usage granted. Any sums owed between the Parties shall become immediately due and payablea written demand.

Appears in 1 contract

Samples: Framework Ebitda Guarantee Agreement (Blue Sphere Corp.)

Term and Termination of the Agreement. 21.1. This Company hereby agrees to retain Consultant and Consultant agrees to provide the Services on the terms and conditions hereinafter set forth.. Subject to the provisions for termination hereinafter provided, the term of this Agreement shall become effective begin on the date hereof and shall end (“Termination Date”) forty (40) months after the Effective Date (the “Term”). Notwithstanding the foregoing, the Term may end on a date that it is signed and have an initial term ending earlier terminated by Consultant or the last day of the calendar year in which it is signed. It shall be tacitly renewed for successive one-year terms, unless either Party gives the other notice of its decision to terminate this Agreement not less than ninety (90) days prior to the dates of termination of either the Agreement or any of its extensions. 21.2. BMEMD may unilaterally decide not to continue providing some of the Information Products supplied under this Agreement. BMEMD shall give the Contracting Party notice of such decision as soon as possible. In any case, the decision shall become effective ninety (90) days from the last day of the month in which BMEMD gives written notice to the Contracting Party of its decision. 21.3. Where BMEMD, Company in accordance with the provisions of Subdivision 5.2 of this Agreement, decides to modify the basic characteristics Paragraph 8.2 below. The services of the technical conditions Consultant: shall be terminated automatically upon the death or Disability of Consultant; may be terminated for Cause at any time by the direct connections to its data serversCompany, with any such termination not being in limitation of any other right or decides not to continue providing some of remedy the Information Products Company may have under this Agreement within or otherwise; if the terms set forth in Asset Purchase Agreement entered into among the previous Subdivisions heretoCompany, Pixorial, Inc. and Consultant dated as of November 10, 2015 (the “APA”) is terminated for any reason, the Contracting Party shall Company may terminate this Agreement at any time without Cause with 15 days’ advance notice to Consultant; may be entitled to terminate the Agreement terminated at any time by giving Consultant with thirty (30) days’ advance notice to BMEMD. The termination of the Company; or may be terminated at any time by Consultant if the Company materially breaches this Agreement shall become effective on the latest of the following dates: (i) the date on which BMEMD effectively stops providing the Information Product or (ii) thirty (30) days after BMEMD’s receipt of the notice of termination of the Agreement given by the Contracting Party. 21.4. Subject and fails to Clause 12 of this Agreement governing the Financial and Payment Conditions hereunder, BMEMD shall be entitled to revise the applicable fees to this Agreement. After any cure such fee revision, the Contracting Party shall have the right to terminate this Agreement by giving BMEMD notice breach within thirty (30) days prior to the date on which the changes for which the Contracting Party demands the termination of this Agreement becomes effective. 21.5. Additionally, either Party shall be entitled to terminate this Agreement if the other Party fails to comply with any of its obligations pursuant to this Agreement and does not remedy such failure within fifteen (15) days of receiving written notice of such breachbreach from Consultant, provided that Consultant has given notice of such breach within ninety (90) days after he has knowledge thereof and the Company did not have Cause to terminate Consultant at the time such breach occurred. The termination Upon any termination, Consultant shall be executed deemed automatically to have resigned from all offices and any directorship held by means him in the Company, unless the Company informs Consultant otherwise. Consultant’s services for all purposes shall be deemed to have terminated as of written notification in accordance with the provisions effective date of Clause 23 such termination hereunder (the “Date of Termination”), irrespective of whether the Company has a continuing obligation under this Agreement concerning Notices. Termination of this Agreement, regardless of its reason, shall entail BMEMD’s immediate cessation of Licensed Data distribution, as well as the loss of the Licence for usage granted. Any sums owed between the Parties shall become immediately due and payableto make payments or provide benefits to Consultant after such date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lifelogger Technologies Corp)

Term and Termination of the Agreement. 21.1. This 8.1 Company hereby agrees to retain Consultant and Consultant agrees to provide the Services on the terms and conditions hereinafter set forth.. Subject to the provisions for termination hereinafter provided, the term of this Agreement shall become effective begin on the date hereof and shall end (“Termination Date”) forty (40) months after the Effective Date (the “Term”). Notwithstanding the foregoing, the Term may end on a date that it is signed and have an initial term ending earlier terminated by Consultant or the last day of the calendar year in which it is signed. It shall be tacitly renewed for successive one-year terms, unless either Party gives the other notice of its decision to terminate this Agreement not less than ninety (90) days prior to the dates of termination of either the Agreement or any of its extensions. 21.2. BMEMD may unilaterally decide not to continue providing some of the Information Products supplied under this Agreement. BMEMD shall give the Contracting Party notice of such decision as soon as possible. In any case, the decision shall become effective ninety (90) days from the last day of the month in which BMEMD gives written notice to the Contracting Party of its decision. 21.3. Where BMEMD, Company in accordance with the provisions of Subdivision 5.2 of this Agreement, decides to modify the basic characteristics Paragraph 8.2 below. 8.2 The services of the technical conditions Consultant: (a) shall be terminated automatically upon the death or Disability of Consultant; (b) may be terminated for Cause at any time by the direct connections to its data serversCompany, with any such termination not being in limitation of any other right or decides not to continue providing some of remedy the Information Products Company may have under this Agreement within or otherwise; (c) if the terms set forth in Asset Purchase Agreement entered into among the previous Subdivisions heretoCompany, Pixorial, Inc. and Consultant dated as of November 10, 2015 (the “APA”) is terminated for any reason, the Contracting Party shall Company may terminate this Agreement at any time without Cause with 15 days’ advance notice to Consultant; (d) may be entitled to terminate the Agreement terminated at any time by giving Consultant with thirty (30) days’ advance notice to BMEMD. The termination of the Company; or (e) may be terminated at any time by Consultant if the Company materially breaches this Agreement shall become effective on the latest of the following dates: (i) the date on which BMEMD effectively stops providing the Information Product or (ii) thirty (30) days after BMEMD’s receipt of the notice of termination of the Agreement given by the Contracting Party. 21.4. Subject and fails to Clause 12 of this Agreement governing the Financial and Payment Conditions hereunder, BMEMD shall be entitled to revise the applicable fees to this Agreement. After any cure such fee revision, the Contracting Party shall have the right to terminate this Agreement by giving BMEMD notice breach within thirty (30) days prior to the date on which the changes for which the Contracting Party demands the termination of this Agreement becomes effective. 21.5. Additionally, either Party shall be entitled to terminate this Agreement if the other Party fails to comply with any of its obligations pursuant to this Agreement and does not remedy such failure within fifteen (15) days of receiving written notice of such breach. The termination breach from Consultant, provided that Consultant has given notice of such breach within ninety (90) days after he has knowledge thereof and the Company did not have Cause to terminate Consultant at the time such breach occurred. 8.3 Upon any termination, Consultant shall be executed deemed automatically to have resigned from all offices and any directorship held by means him in the Company, unless the Company informs Consultant otherwise. 8.4 Consultant’s services for all purposes shall be deemed to have terminated as of written notification in accordance with the provisions effective date of Clause 23 such termination hereunder (the “Date of Termination”), irrespective of whether the Company has a continuing obligation under this Agreement concerning Notices. Termination of this Agreement, regardless of its reason, shall entail BMEMD’s immediate cessation of Licensed Data distribution, as well as the loss of the Licence for usage granted. Any sums owed between the Parties shall become immediately due and payableto make payments or provide benefits to Consultant after such date.

Appears in 1 contract

Samples: Consulting Agreement (Lifelogger Technologies Corp)

Term and Termination of the Agreement. 21.1. This The Agreement shall become effective commence on the date it is signed Effective Date and have an initial term ending unless terminated earlier in accordance with this clause 6 or as set out elsewhere in the last day Agreement, shall end on expiration of the calendar year in which it is signedInitial Term. It shall be tacitly renewed The Delivery Partner may, at its sole discretion, by providing one month’s written notice, extend the term of the Agreement for successive one-year terms, unless either Party gives the other notice a further period of its decision to one year. The Delivery Partner may terminate this Agreement not less than ninety (90) days prior at any time, without any liability to the dates of termination of either the Agreement or any of its extensions. 21.2. BMEMD may unilaterally decide not to continue providing some of the Information Products supplied under this Agreement. BMEMD shall give the Contracting Party notice of such decision as soon as possible. In any caseSchool whatsoever, the decision shall become effective ninety (90) days from the last day of the month in which BMEMD gives by serving one month’s written notice to the Contracting Party of its decision. 21.3. Where BMEMD, in accordance with School where any funding for the provisions of Subdivision 5.2 of this Agreement, decides to modify the basic characteristics provision of the technical conditions services covered by this Agreement is withdrawn, reallocated or no longer available in such a way that in the opinion of the direct connections to its data servers, or decides not to continue providing some board of the Information Products under this Agreement within the terms set forth in the previous Subdivisions heretoDelivery Partner, the Contracting Party shall be entitled to terminate the Agreement by giving thirty (30Programme(s) days’ notice to BMEMDcan no longer reasonably continue. The termination of this Agreement shall become effective on the latest of the following dates: (i) the date on which BMEMD effectively stops providing the Information Product or (ii) thirty (30) days after BMEMD’s receipt of the notice of termination of the Agreement given by the Contracting Party. 21.4. Subject to Clause 12 of this Agreement governing the Financial and Payment Conditions hereunder, BMEMD shall be entitled to revise the applicable fees to this Agreement. After any such fee revision, the Contracting Party shall have the right to terminate this Agreement by giving BMEMD notice within thirty (30) days prior to the date on which the changes for which the Contracting Party demands the termination of this Agreement becomes effective. 21.5. Additionally, either Party Delivery Partner shall be entitled to terminate this Agreement if with immediate effect if: the other Party fails to comply with School at any of time breaches its obligations pursuant to or commitments under this Agreement and is incapable of remedy or where the failure is capable of remedy, fails to take such remedial action requested by the Delivery Partner within such reasonable time as the Delivery Partner shall specify to the School in writing; or on an ongoing basis, in the reasonable opinion of the Delivery Partner, the School does not remedy such failure within fifteen (15) days provide an adequate level of receiving notice support to a Participant or fails to allow a Participant to attend training for the relevant Programme and events required as part of such breachthe Programme. The the Framework Agreement is terminated or suspended for any reason. Upon termination shall be executed by means of written notification in accordance with the provisions of Clause 23 of this Agreement concerning Noticesfor any reason the School agrees to promptly return all Ambition Institute’s and the Delivery Partner’s Intellectual Property Rights and Confidential Information to the Delivery Partner and no longer use the same. Termination On termination of this AgreementAgreement all provisions shall cease to have effect, regardless except that any provision, including clause 1 (Definitions and Interpretation), 5 (Withdrawal), 6 (Term and Termination), 7 (Limitation of its reasonLiability), 8 (Intellectual Property), 10 (Confidentiality), 11 (Data Protection), 13 (Insurance), 15 (notices) and 21 Governing Law and Jurisdiction which can reasonably be inferred as continuing or is expressly stated to continue shall entail BMEMD’s immediate cessation continue in full force and effect. Either party may, in any event, terminate this Agreement by serving a minimum of Licensed Data distribution, as well as 6 months' written notice on the loss of the Licence for usage granted. Any sums owed between the Parties shall become immediately due and payableother Party.

Appears in 1 contract

Samples: School Level Agreement

Term and Termination of the Agreement. 21.1. 28.01 This Agreement shall become effective commences on the date it is signed Effective Date and have an initial term ending the last day shall remain in force for a period of the calendar year in which it is signed. It shall be tacitly renewed for successive one-year terms, five (5) years unless terminated by either Party gives the other notice of its decision to terminate this Agreement not less than ninety (90) days prior to the dates of termination of either the Agreement or any of its extensions. 21.2. BMEMD may unilaterally decide not to continue providing some of the Information Products supplied under this Agreement. BMEMD shall give the Contracting Party notice of such decision as soon as possible. In any case, the decision shall become effective ninety (90) days from the last day of the month in which BMEMD gives written notice to the Contracting Party of its decision. 21.3. Where BMEMD, in accordance with the provisions terms herein (the “Term”). 28.02 This Agreement will expire automatically if the DLA or the license to the Software Product is terminated by either Party. In the event of Subdivision 5.2 such expiration, any and all amounts outstanding and all costs and expenses incurred in connection with this Agreement or part thereof, as applicable, until the day of expiration, shall be paid by ISE to OMT. 28.03 ISE shall have the right to terminate this Agreement, decides for any reason, without cause, upon [***] prior written notice, such termination to modify the basic characteristics of the technical conditions of the direct connections to its data servers, or decides be effective not to continue providing some of the Information Products under this Agreement within the terms set forth in the previous Subdivisions hereto, the Contracting Party shall be entitled to terminate the Agreement by giving thirty (30) days’ notice to BMEMD. The termination of this Agreement shall become effective on the latest of the following dates: (i) the date on which BMEMD effectively stops providing the Information Product or (ii) thirty (30) days after BMEMD’s receipt of the notice of termination of the Agreement given by the Contracting Partyearlier than [***]. 21.4. Subject to Clause 12 of this Agreement governing the Financial and Payment Conditions hereunder, BMEMD shall be entitled to revise the applicable fees to this Agreement. After any such fee revision, the Contracting Party 28.04 ISE shall have the right to terminate this Agreement pursuant to [***]. 28.05 If OMT fails to perform any of its material obligations under this Agreement and such failure continues for a period of thirty (30) days, following receipt of written notice of such failure with demand to cure, ISE shall have the right to terminate this Agreement with immediate effect. In the event such material breach of this Agreement is incapable of being remedied ISE may terminate this Agreement immediately by giving BMEMD OMT written notice. In the event of termination of this Agreement pursuant to [***]. 28.06 In the event ISE terminates this Agreement pursuant to Section 28.04, ISE has the right to obtain possession of the Deposit Materials pursuant to Articles 3 and 18 of this Agreement, upon presentation to the Escrow Agent of a copy of its notice within of termination to OMT. Within five (5) business days of the date ISE obtains possession of the Deposit Materials, ISE shall deposit [***] into trust with Skandinaviska Enskilda Banken, Stockholm, or such other bank approved by OMT, with both Parties as co-signatories or a bank guarantee from Skandinaviska Enskilda Banken or another bank approved by OMT on the same amount. The amount held in trust shall be released to OMT, or payment shall be made to OMT in accordance with the bank guaranty, as the case may be, if arbitrators in accordance with Article 30 decide that the termination was not in accordance with Articles 3 and 28. The amount held in trust shall be released to ISE, or the bank guaranty shall terminate, as the case may be, if arbitrators in accordance with Article 30 decide that the termination was in accordance with Articles 3 and 28 *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 28.07 If ISE fails to perform any of its material obligations under this Agreement, including but not limited to default of payment, and such failure continues for a period of thirty (30) days prior following receipt of written notice of such failure with demand to cure, OMT shall have the date on which right to terminate this Agreement with immediate effect. In the changes for which event such material breach of this Agreement is incapable of being remedied, OMT may terminate this Agreement immediately by giving ISE written notice. In the Contracting Party demands the event of termination of this Agreement becomes effective. 21.5. Additionally, either Party shall be entitled to terminate this Agreement if the other Party fails to comply with any of its obligations pursuant to this Agreement Section or as otherwise specifically set forth in this Agreement, any and does all amounts billed but not remedy such failure within fifteen (15) days paid and any amounts unbilled but relating to agreed and performed work until the day of receiving notice of such breach. The termination shall be executed paid by means of written notification in accordance with the provisions of Clause 23 of this Agreement concerning Notices. Termination of this Agreement, regardless of its reason, shall entail BMEMD’s immediate cessation of Licensed Data distribution, as well as the loss of the Licence for usage granted. Any sums owed between the Parties shall become immediately due and payableISE to OMT.

Appears in 1 contract

Samples: Support Agreement (International Securities Exchange, Inc.)

Term and Termination of the Agreement. 21.1. 17.1 This Agreement shall become effective on the date it is signed and have was concluded for an initial term ending the last day indefinite term. 17.2 Notwithstanding Clause 17.1, in case of the calendar year occurrence of the events referred to in which it Clauses 10 (Early redemption in the case of grounds for Early Redemption), 11 (Event of default) or 12 (Liquidation, merger, demerger or transformation) of the Terms and Conditions of Issue (to avoid any doubt, whether or not the remedial period provided in respect of such event has lapsed, if such a period is signed. It shall be tacitly renewed provided, or whether or not any Bond has been issued), or any breach by the Issuer of the terms hereof in other respects that is, in the reasonable opinion of the Dealer, material or in the case of a material discrepancy in the representations or warranties made by the Issuer in the Agreement, each Dealer may accordingly: 17.2.1 suspend, with immediate effect, for successive one-year termsa definite time, unless either Party gives the other notice performance of its decision their obligations with respect to the performance of their functions in relation to any and all unissued and planned issues of series of Bonds made after the occurrence of the event referred to above; or 17.2.2 after granting the Issuer an additional period of 20 Business Days to remove the effects of the event, and if this period expires to no effect, to terminate this Agreement not less than ninety (90) days with respect to itself, in writing, with immediate effect, during a period of the subsequent 10 Business Days. 17.3 In the event that this Agreement is terminated in accordance with Clause 17.2 and Clause 17.4, this Agreement will remain in force exclusively in respect of the Bonds issued prior to the dates of termination of either the Agreement or any of its extensions. 21.2. BMEMD may unilaterally decide not to continue providing some of the Information Products supplied under this Agreement. BMEMD shall give the Contracting Party notice of such decision as soon as possible. In any case, the decision shall become effective ninety (90) days from the last day of the month in which BMEMD gives written notice to the Contracting Party of its decision. 21.3. Where BMEMD, in accordance with the provisions of Subdivision 5.2 expiry of this Agreement, decides and will be terminated in this respect on the Maturity Date of all Bonds issued prior to modify the basic characteristics termination or expiry of this Agreement, and each Dealer will continue to fulfil its obligations towards the Bondholders and the Issuer in accordance with this Agreement with respect to the Bonds issued prior to the termination or expiry of this Agreement. The preceding sentence will apply accordingly to the obligations of the technical conditions Issuer towards a given Dealer under the Bonds issued prior to the termination or expiry of the direct connections to its data servers, or decides not to continue providing some of the Information Products under this Agreement. 17.4 Each Party may terminate this Agreement within the terms set forth in the previous Subdivisions heretowriting, the Contracting Party shall be entitled subject to terminate the Agreement by giving thirty (30) 30 days’ notice to BMEMDnotice. The termination of this Agreement shall will become effective on after the latest of the following dates: (i) the date on which BMEMD effectively stops providing the Information Product or (ii) thirty (30) days after BMEMD’s receipt lapse of the notice period, with the proviso that, in the period of termination notice, no Dealer will be obliged to perform its obligations with respect to any new Series of Bonds. This Agreement may be terminated with respect to the Dealer performing the function of the Agreement Programme Agent, Calculation Agent, Issue Agent or, provided that such functions are assigned at the same time to other Dealers remaining with the Issue Programme (by way of an agreement concluded between such Dealers and the Issuer) or the performance of a given by function is entrusted to the Contracting PartyDealer for the Day. 21.4. Subject to Clause 12 of 17.5 In the event that this Agreement governing is terminated by one or more of the Financial and Payment Conditions hereunderDealers, BMEMD shall be entitled to revise the applicable fees to this Agreement. After any such fee revision, the Contracting Party shall have the right to terminate this Agreement by giving BMEMD notice within thirty (30) days prior will continue in effect in relation to and between the date on which the changes for which the Contracting Party demands other Dealers, provided that if the termination of this Agreement becomes effective. 21.5. Additionallyis made by the Programme Agent, either Party shall be entitled to terminate this Agreement if Calculation Agent or the Issue Agent, then the other Party fails to comply with any parties will agree on which Dealer will assume the functions of its obligations pursuant the Programme Agent, Calculation Agent or the Issue Agent and (if appropriate) such Parties to this Agreement and does not remedy such failure within fifteen (15) days of receiving notice of such breach. The termination shall be executed by means of written notification in accordance with the provisions of Clause 23 of will promptly amend this Agreement concerning Notices. Termination of accordingly. 17.6 In the event that this AgreementAgreement is terminated, regardless of its reasonthe terminating party, shall entail BMEMD’s immediate cessation of Licensed Data distributioneach Dealer will receive from the Issuer, as well as no later than seven days after the loss of termination hereof, any and all outstanding commissions and fees and costs for the Licence for usage granted. Any sums owed between services rendered pursuant to the Parties shall become immediately due Agreement, referred to in Clause 16 (Fees and payableexpenses) above.

Appears in 1 contract

Samples: Annex to the Issue Agreement

Term and Termination of the Agreement. 21.1. This Agreement 20.1 The Effective Date shall become effective on be the date it is signed and have an initial term ending the last day of the calendar year in which it is signed. It shall be tacitly renewed for successive one-year terms, unless either Party gives the other notice signing of its decision this Agreement. 20.2 The Parties’ right to terminate this Agreement due to delay of Acceptance is exclusively governed by Article 7. This Agreement can not less than ninety (90) days prior to the dates of termination of either the Agreement be terminated by Customer after Acceptance or any of its extensions. 21.2. BMEMD may unilaterally decide not to continue providing some of the Information Products supplied under this Agreement. BMEMD shall give the Contracting Party notice of such decision as soon as possible. In any caseby OMT after final payment, the decision shall become effective ninety (90) days from the last day of the month in which BMEMD gives written notice to the Contracting Party of its decision. 21.3. Where BMEMD, in accordance with the provisions of Subdivision 5.2 of this Agreement, decides to modify the basic characteristics of the technical conditions of the direct connections to its data servers, or decides not to continue providing some of the Information Products under this Agreement within the terms set forth in the previous Subdivisions hereto, the Contracting Party shall be provided however OMT is entitled to terminate the licence to the Software Product pursuant to Articles 5.20 during the term of the licence. 20.3 In the event the final determination from the United States Securities and Exchange Commission (“SEC”) on Customer’s application for registration as a National Securities Exchange is negative or has not been obtained 12 months after Acceptance, either Party may terminate this Agreement by giving thirty (30) days’ notice to BMEMDimmediate effect. The In the event of such termination of this Agreement the Parties shall become effective on the latest promptly return all Confidential Information received from each other and Customer shall promptly return all copies of the following dates: (i) the date on which BMEMD effectively stops providing the Information Software Product and non-confidential Documentation, in whole or (ii) in parts, to OMT. 20.4 If Customer fails to perform any of its material obligations under this Agreement, including but not limited to default of payment, and such failure continues for a period of thirty (30) days after BMEMD’s in the event of default of payment, otherwise ninety (90) days, following receipt of the written notice of termination of such failure with demand to cure, or if Customer decides not start the Agreement given by Customer Operations even though Customer has obtained final approval from the Contracting Party. 21.4. Subject to Clause United States Securities and Exchange Commission (“SEC”) on Customer’s application for registration as a National Securities Exchange or has not started the Customer Operations within 12 of this Agreement governing the Financial and Payment Conditions hereundermonths from such final approval or within 12 months from Acceptance, BMEMD shall be entitled to revise the applicable fees to this Agreement. After any such fee revisionwhichever comes last, the Contracting Party OMT shall have the right to terminate this Agreement with immediate effect by giving BMEMD Customer written notice within thirty of such termination. In the event of such termination the Parties shall promptly return all Confidential Information received from each other and Customer shall promptly return all copies of the Software Product and non-confidential Documentation, in whole or in parts, to OMT. Further, Customer undertakes to pay OMT for all work performed under this Agreement on a time and material basis, as per Article 10.5 and to reimburse OMT for all related costs and expenses incurred hereunder and to pay to OMT USD [***] as liquidated damages. OMT shall not be entitled to any other amounts due to the termination. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 20.5 If OMT fails to perform any of its material obligations under this Agreement prior to Acceptance, and such failure continues for a period of ninety (3090) days prior following receipt of written notice of such failure with demand to cure, Customer shall have the date on which the changes for which the Contracting Party demands the termination of this Agreement becomes effective. 21.5. Additionally, either Party shall be entitled right to terminate this Agreement if the other Party fails to comply with any of its obligations pursuant to this Agreement and does not remedy such failure within fifteen (15) days of receiving immediate effect by giving OMT written notice of such breachtermination. The In the event of such termination shall be executed by means of written notification in accordance with the provisions of Clause 23 of this Agreement concerning Notices. Termination of this Agreement, regardless of its reason, shall entail BMEMD’s immediate cessation of Licensed Data distribution, as well as the loss of the Licence for usage granted. Any sums owed between the Parties shall become immediately due promptly return all Confidential Information received from each other and payableCustomer shall promptly return all copies of the Software Product and non-confidential Documentation, in whole or in parts, to OMT. Customer is entitled to be reimbursed for all sums paid to OMT under Article 10 and shall not be entitled to any other amounts. 20.6 This Agreement may also be terminated as set out in Article 12.2.

Appears in 1 contract

Samples: Delivery and Licence Agreement (International Securities Exchange, Inc.)

Term and Termination of the Agreement. 21.1. This (a) The term of this Agreement shall become effective commence on the effective date it is signed and have an initial term ending hereof and, unless earlier terminated in accordance with its provisions, will end on the last day fifth anniversary of the calendar year in which it is signedeffective date hereof (the "Initial Term"). It The Initial Term thereafter shall be tacitly renewed extended automatically for successive one-year termsadditional periods of five (5) years (each a "Renewal Term"). Notwithstanding the foregoing, unless either Party gives the other notice of its decision to Company may terminate this Agreement not less than ninety without cause at any time during any Renewal Term upon twenty-four (9024) months notice. (b) Upon termination of this Agreement in accordance with subparagraph 21(a) hereof and completion of the valuation process referred to in subparagraph 21(c) below, the Company shall make a payment to the Bottler in an amount equal to the fair market value of the business conducted by the Bottler pursuant to the rights and authorizations set forth in Articles I and II hereof and determined in accordance with the Valuation Methodology (as described below) referred to collectively as the "Bottler's Fountain Business". (c) Within sixty days of giving a termination notice in accordance with subparagraph 21(a) hereof, the Company and the Bottler shall appoint a mutually satisfactory Appraiser to determine the fair market value of the Bottler's Fountain Business. All appraisals determined in accordance with this subparagraph 21(c) shall comply with the Valuation Methodology. If the Company and the Bottler fail to agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either the Company or the Bottler fails to so appoint an Appraiser, the determination of the single Appraiser appointed shall be final. If two Appraisers are appointed and within sixty (60) days prior after the appointment of the latter of such two Appraisers, they cannot agree upon such amount, such two Appraisers shall, within five (5) days after the expiration of the sixty (60) day period, appoint a third Appraiser and such amount shall be determined by such three Appraisers, who shall make their separate appraisals within thirty (30) days following the appointment of the third Appraiser, and any determination so made shall be conclusive and binding upon the Company and the Bottler. If no such third Appraiser is appointed within such five (5)-day period, either the Company or the Bottler may apply to the dates American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. If three Appraisers are appointed and the difference between (x) the determination which is farther from the middle determination and (y) the middle determination is more than 125% of termination the difference between the middle determination and the third determination, then such farther determination shall be excluded, the remaining two determinations shall be averaged and such average shall be final and binding upon the Company or the Bottler. Otherwise, the average of either all three determinations shall be final and binding upon the Company or the Bottler. The fees and expenses of all such Appraisers and such appraisal procedure shall be borne by the Company. In order to properly establish the fair market value of the Bottler's Fountain Business, the "Valuation Methodology" shall include consideration of the rights and authorizations granted to Bottler in Articles I and II hereof as if such rights and authorizations were perpetual in nature. In addition, the Valuation Methodology shall take into account the current volume of Fountain Syrup (in gallons) manufactured, sold and/or distributed by the Bottler in the Territories and recent sales volume trends for each segment of the Bottler's Fountain Business. 22. The obligation to supply Concentrates to the Bottler and the Bottler's obligation to purchase Concentrates from the Company and to manufacture, package, distribute and sell the Fountain Syrups under this Agreement shall be suspended during any period when any of the following conditions exist: (a) There shall occur a change in the law or regulation (including, without limitation, any government permission or authorization regarding customs, health or manufacturing) in such a manner as to render unlawful or commercially impracticable: (i) the importation of Concentrate or any of its extensions.essential ingredients, which cannot be produced in quantities sufficient to satisfy the demand therefor by existing Company facilities in the United States; or 21.2. BMEMD may unilaterally decide not to continue providing some (ii) the manufacture and distribution of the Information Products supplied under Concentrates or Fountain Syrups; or (b) There shall occur any inability or commercial impracticability of either of the parties to perform resulting from an act of God, or "force majeure," public enemies, boycott, quarantine, riot, strike, or insurrection, or due to a declared or undeclared war, belligerency or embargo, sanctions, blacklisting, or other hazard or danger incident to the same, or resulting from any other cause whatsoever beyond its control. If any of the conditions described in this Agreement. BMEMD shall give the Contracting Party notice paragraph 22 persists so that either party's obligation to perform is suspended in any substantial respect for a period of such decision as soon as possible. In any casesix (6) months or more, the decision shall become effective ninety (90) days from the last day of the month in which BMEMD gives written other party may terminate this Agreement forthwith, upon notice to the Contracting Party of its decisionparty whose obligation to perform is suspended. 21.3. Where BMEMD, (a) The Company may terminate this Agreement in accordance with the provisions of Subdivision 5.2 of this Agreement, decides to modify the basic characteristics event of the technical conditions occurrence of the direct connections to its data servers, or decides not to continue providing some of the Information Products under this Agreement within the terms set forth in the previous Subdivisions hereto, the Contracting Party shall be entitled to terminate the Agreement by giving thirty (30) days’ notice to BMEMD. The termination of this Agreement shall become effective on the latest any of the following dates: events of default: (i) If the date Bottler or Bottler Subsidiary becomes insolvent; if a petition in bankruptcy is filed against or on behalf of the Bottler or Bottler Subsidiary which BMEMD effectively stops providing is not stayed or dismissed within sixty (60) days; if the Information Product Bottler or Bottler Subsidiary is put in liquidation or placed under sequester; if a receiver is appointed to manage the business of the Bottler or Bottler Subsidiary; or if the Bottler or Bottler Subsidiary enters into any judicial or voluntary arrangement or composition with its creditors, or concludes any similar arrangements with them or makes an assignment for the benefit of creditors; (ii) If the Bottler or Bottler Subsidiary adopts a plan of dissolution or liquidation; (iii) If any person or any Affiliated Group, other than any person or any Affiliated Group acting with the consent of the Company, acquires, or obtains any contract, option, conversion privilege or other right to acquire, directly or indirectly, Beneficial Ownership of more than fifteen percent (15%) of any class or series of voting securities of the Bottler and if such person or Affiliated Group does not divest itself of Beneficial Ownership of such voting securities or otherwise terminate any such contract, option, conversion privilege or other right to a level equal to or below fifteen percent (15%) within thirty (30) days after BMEMD’s receipt the Company notifies the Bottler that the failure of such person or Affiliated Group to thus divest or terminate may result in termination of this Agreement; (iv) If any Disposition is made without the consent of the notice Company by Bottler or by any Bottler Subsidiary of termination any voting securities of any Bottler Subsidiary; (v) If the Master Bottling Agreement given between the Company and the Bottler or any person that controls, directly or indirectly, the Bottler is terminated, unless the Company agrees in writing that this subparagraph 23(a)(v) will not be applied by the Contracting Party.Company to such termination; 21.4. Subject (vi) If the Bottler or any person in which the Bottler has Beneficial Ownership of any equity or voting securities, or in which the Bottler has a right or control of management, or which controls or is under common control with the Bottler, should engage directly or indirectly in the manufacture, distribution or marketing of any product specified in subparagraphs (a), (b), (c) or (d) of paragraph 4 above, or should obtain a right or license to Clause 12 of this Agreement governing do the Financial same, and Payment Conditions hereunder, BMEMD shall be entitled to revise if the applicable fees to this Agreement. After any Company has given the Bottler notice that such fee revision, condition exists and that the Contracting Party shall have the right to Company will terminate this Agreement within six (6) months if such condition is not eliminated, and if such condition has not been eliminated within the six (6) month period. (vii) If all or substantially all of the Bottler's or Bottler Subsidiary's bottling assets are sold, transferred or otherwise disposed of (including any transfer by giving BMEMD notice within thirty operation of law) other than sales, transfers or other dispositions of Assets by the Bottler or one or more Bottler Subsidiary to one or more wholly owned Bottler Subsidiary. (30viii) days prior If the Bottler or any Bottler Subsidiary shall engage in any business other than (x) the business of manufacturing, selling or distributing non-alcoholic beverages or (y) any business which is directly related and incidental to such beverage business. (b) The Bottler covenants and agrees with the Company: (i) to notify the Company promptly in the event of or upon obtaining knowledge of any third party action which may or will result in any change in ownership described in Section 23(a)(iii) above; (ii) to make available from time to time and at the request of the Company complete records of current ownership of the Bottler and full information concerning any entities or parties by whom it is controlled directly or indirectly or which it controls; and (iii) to the date on which extent the Bottler has any legal control over changes for which in the Contracting Party demands ownership of the termination Bottler or any entity having direct or indirect ownership or control of this Agreement becomes effectivethe Bottler as described in Section 23(a)(iii) above, not to initiate or implement, consent to or acquiesce in any such change without the prior written consent of the Company. 21.5. Additionally, either Party shall be entitled to terminate this Agreement if (c) For the other Party fails to comply with any of its obligations pursuant to this Agreement and does not remedy such failure within fifteen (15) days of receiving notice of such breach. The termination shall be executed by means of written notification in accordance with the provisions of Clause 23 of this Agreement concerning Notices. Termination purposes of this Agreement, regardless of its reason, shall entail BMEMD’s immediate cessation of Licensed Data distribution, as well as the loss of the Licence for usage granted. Any sums owed between the Parties shall become immediately due and payable.:

Appears in 1 contract

Samples: Master Fountain Syrup Agreement (Pepsi Bottling Group Inc)