Term and Termination Provisions Sample Clauses

Term and Termination Provisions. A. Section 3 of the Agreement is hereby deleted and replaced with the following: "This Agreement is effective on the date provided above (hereafter the "Effective Date") and will continue thereafter, provided that -------- ---- commencing 6 months after the Effective Date either party may terminate this Agreement at any time on not less than one hundred and eighty (180) days notice. Unless otherwise provided herein, Sections 8, 9, 15, 17, 18, 21, 29 and 30 of this Agreement will continue thereafter in full force and effect and survive any termination or expiration of this Agreement." B. Upon termination of this Agreement, ITN shall promptly destroy all United Data in ITN's possession or control, and certify such destruction to United. Notwithstanding the foregoing, ITN may retain copies of United Data for the earlier of: (a) the period necessary solely to comply with any obligations to ITN's customers under written agreement existing as of the date of termination, and solely for the then-current term of each such agreement, and (b) three years from the initial receipt by ITN of such United Data (collectively, the "Hold-Over Period"). In no event shall ITN use such United Data for any party or purpose other than as permitted under this First Addendum. Upon termination of the Hold-Over Period with respect to United Data, ITN shall destroy all copies of each piece of United Data and certify to United that such United Data has been destroyed. The provisions of this First Addendum shall survive with respect to any and all United Data held by ITN during the Hold-Over Period. C. Notwithstanding Section 6.B, ITN may retain United Data to the extent required by ITN to meet its legal or regulatory document retention obligations. ITN shall maintain adequate storage and security measures to protect against the unauthorized access of any United Data, and shall be liable for any unauthorized disclosure of any United Data. Promptly upon the conclusion of ITN's document retention obligations, it shall destroy all copies of United Data, and certify to United that such United Data has been destroyed. D. The following sections of this First Addendum shall survive termination of the Agreement and this First Addendum: Sections 1.A (iii) and any related definitions, 1.B, the exclusions from United Data in 1.C, 1.D and 3.B (each with respect only to United Site Data that is United Data).
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Term and Termination Provisions. 11.1 The term of this Agreement is as of the Effective Date and shall continue for a period of three (3) years and shall renew automatically for additional one (1) year terms unless either party provides at least ninety (90) days notice of non-renewal prior to the end of the then-current term. If either party shall fail to deliver any payments when due without cause or intervention of force, this Agreement may be terminated immediately, or if either party shall default in the performance of any obligations other than payment obligations under this Agreement and shall fail or refuse to remedy such default within thirty (30) days after written notice of the alleged default, either party may terminate this Agreement upon twenty-four (24) hours written notice; provided further that if either party shall cease doing business, or become insolvent or become a party to any bankruptcy or receivership proceedings, or make an assignment for the benefit of creditors, then this Agreement shall terminate immediately. If, after the Effective Date of this Agreement, any law, regulation, or ordinance, whether federal, state, or local, becomes effective which substantially alters the ability of either party to perform hereunder, the applicable party shall have the right to terminate this Agreement upon thirty 11.2 Upon termination, the rights and obligations of the parties hereunder will cease, excepting only the following which will continue: (a) the rights of each party with respect to any breach of this Agreement by the other party; (b) the right of CheckFree to continue its relationships with its Customers; (c) for all transactions occurring on or before the effective date of termination, the rights and obligations of each party to make or accept Payments and the obligations of Client to pay Fees and Expenses or fund returns; and, (d) the rights and obligations set forth in sections 7, 8, 10, and 12 through 17.
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Term and Termination Provisions. 2.1 This Agreement will begin on the Effective Date and will continue through the termination of this Agreement by either party, in accordance with this Section 2 of the Agreement. Before the start of the First Term, Contractor will undergo a background check in accordance to the specific requirements of Client. 2.2 SEQ may terminate this Agreement as follows: A) In the event there is at least one outstanding SOW: i. At any time without advance notice, in whole or in part, if: ▪ Termination stems from Client request for removal of Contractor or any of its personnel from the contracted engagement, or ▪ Client terminates the underlying contract or project with SEQ, or ▪ Contractor abandons services to be performed under an active SOW ii. Otherwise with five (5) business days notice for any other reason. B) In the event there is no outstanding SOW, SEQ may terminate this Agreement by providing Contractor with fourteen (14) days prior written notice. 2.3 Contractor may terminate this Agreement as follows: A) In the event there is at least one outstanding SOW, Contractor may elect to terminate this Agreement at any time without termination fee or penalty being due by giving fourteen (14) day written notice to SEQ. B) In the event there is no outstanding SOW, Contractor may terminate this Agreement by providing SEQ with fourteen (14) days prior written notice. 2.4 This Agreement may be terminated for cause by either party if the other party commits a material breach and has not cured such breach within five (5) days after having received notice of such breach. 2.5 Each party shall have the right to immediately terminate this Agreement upon the occurrence of any of the following events: A) The assignment by the other party of its rights or obligations under this Agreement without the first party’s written consent; or B) The other party: i. Terminates or suspends its business generally; ii. Becomes subject to any bankruptcy or insolvency proceeding under Federal or state statute; iii. Becomes insolvent or subject to direct control by a trustee, receiver or similar authority; or iv. Has wound up or liquidated, voluntarily or otherwise. 2.6 Termination shall not affect the rights and obligations of the parties arising prior to the effective date of termination including, without limitation, the obligation of SEQ to pay for all mutually agreed upon, conforming timely work delivered prior to the date of termination. Upon any such termination, the supplies and material...
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Term and Termination Provisions. 5.01 This Agreement shall continue in full force for an initial term (“Initial Term”) commencing on the Effective Date and ending on July 31, 2006 unless terminated in accordance with Section 5.02. 5.02 This Agreement shall be terminated upon the occurrence of any one of the following events: (a) the death or incapacity of Screaton; (b) written notice by the Corporation to terminate this Agreement without cause, prior to the end of the contract period, upon payment by the Corporation of a sum equal to six months total compensation in the manner set forth in Appendix “A” and based upon an average actual compensation for the previous four (4) months, but in any event no less than five thousand ($5,000) dollars per month; (c) written notice by the Corporation to terminate this Agreement with cause; (d) ninety (90) days written notice by the Contractor of its intention to terminate this Agreement. 5.03 In the event that the Agreement is terminated pursuant to Clause 5.02 (b), the Corporation shall immediately pay to Contractor a termination amount equal to the sum of six months compensation. 5.04 In the event that the Agreement is terminated pursuant to Clause 5.02(d), the Contractor shall be paid compensation until the last day that services were provided. 5.05 In the event of a Change of Control, the Contractor shall have a period of ninety (90) days within which to elect to continue to provide services as described herein. In the event that, within that ninety (90) day period, the Contractor elects not to continue to provide services to the Corporation, the Contractor shall deliver written notice of such intention to the Corporation, and shall immediately following delivery of such notice, receive a lump sum payment as determined in accordance with Article 5.02(b). For the purposes of this Agreement, the term “Change of Control” means as follows:
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Term and Termination Provisions. 4.1 The term of this License will commence on the Effective Date and continue in effect for one year, unless sooner terminated in accordance with the terms hereof (the “Term”). 4.2 Either party may terminate this License if the other party fails to perform a material obligation under this License and does not cure such failure within twenty (20) days after receiving written notice from the other party. 4.3 Termination of this License will not relieve CULLIGAN or either LICENSEE of their respective obligations under Section 6. 4.4 Upon termination of this License LICENSEES shall cease use of the Marks; provided, however, that after such termination, LICENSEES may continue to use Purchased Assets having any Xxxx affixed thereto, to the extent that such Purchased Assets are not located in the retail area of a commercial retailer, without any obligation to remove or obscure such Marks and such continued use shall not be a violation hereof. Notwithstanding anything to the contrary contained herein, to the extent required by applicable Law, LICENSEE shall be permitted to refer to the business acquired pursuant to the Purchase Agreement as the business acquired from Culligan Store Solutions, LLC and Culligan of Canada Ltd.
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Term and Termination Provisions. (a) This Agreement shall continue for an initial period of five years from the date hereof, unless otherwise terminated as provided herein, provided that (i) the Employment Period shall terminate prior to such date upon Executive's resignation, death or permanent disability or incapacity (as determined by the Board in its good faith judgment) and (ii) the Employment Period may be terminated by the Company at any time prior to such date For or Without Cause Cause (both as defined below). Commencing 90 days prior to the second anniversary of this Agreement (and thereafter commencing on each date which is 39 months prior to the end of the then term) the Company and Executive will negotiate in good faith for the renewal of this Agreement for an additional term, with the intent that this Agreement shall at all times have a remaining term of at least 36 months. In the event (a) the Company elects not to renew this Agreement or (b) the parties have failed to enter into a renewal agreement by 36 months prior to the end of the then term or extend the negotiation period, or (c) the parties have failed to enter into a renewal agreement by the end of the extended negotiation period, then the Company shall be deemed to have terminated this Agreement Without Cause. (b) If the Employment Period is terminated by the Company Without Cause, Executive shall be entitled to 36 months of Severance Benefits as follows: (i) Base Salary, as in effect immediately prior to the Termination Date. (ii) The average percentage of base salary of bonuses paid during the prior three years applied to the Base Salary as in effect immediately prior to the Termination Date. (iii) The Deferred Portion of all unpaid Bonus payments and any other deferred compensation. (iv) All benefits in effect at the Termination Date, including the applicable benefits specified in Section 3 and further specifically including (a) Company portion of FICA tax, (b) contributions to the Company 401(k) Plan, as amended from time to time, based on the Executive's prior three-year average employee deferral (as a percentage of Base Salary) times the actual Company matching contribution for similarly situated employees during the period of Severance Benefits, and (c) survivor benefits under any Company welfare plans, as amended from time to time. Any termination of the Employment Period by the Company for any reason other than "Cause" ((as defined in 4(e)) shall be deemed to be a termination Without Cause. Additionally, t...
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Term and Termination Provisions. This Agreement shall be in effect only after it is executed by both Parties. The Agreement will remain in effect until December 31, 2022, or until this Agreement is terminated in accordance with the requirements of this Section 4 and both Parties agree to terminate, whichever is sooner.
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Term and Termination Provisions. This Contract is for an initial term of 30 days. At the end of the initial term, this Contract shall automatically renew on a month-to-month basis unless either party gives the other thirty (30) days advanced written notice of intent to terminate. This Contract may be unilaterally terminated without cause at any time by either party giving the other party at least thirty (30) calendar days written notice of such termination. Either party may terminate this Contract immediately with cause upon default or some other material breach.
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Term and Termination Provisions 
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Related to Term and Termination Provisions

  • Term and Termination 10.1 Where the Inventor or any third-party nominee (“Nominee”) or legal person (‘Legal Person”) who has control of any rights over the Project Intellectual Property has been declared bankrupt, filed for bankruptcy or where a creditor has filed a claim in bankruptcy against the Inventor, Nominee or Legal Person, which results in the bankruptcy of the Inventor, Nominee or Legal Person, or where the Inventor, Nominee or Legal Person files for creditor protection or makes an arrangement with creditors which results in the bankruptcy of the Inventor, Nominee or Legal Person, then the University may terminate the present Agreement against the Inventor, or Nominee or Legal Person having control of any rights over the Project Intellectual Property as the case may be. The University may terminate the present Agreement with respect to any Nominee or Legal Person, except for the Inventor, that ceases to pursue its normal business operations, ceases to exist legally or files for creditor protection or makes an arrangement with creditors which does not result in the bankruptcy of the said Nominee or Legal Person, as the case may be. Any notice of termination shall be in writing and delivered to the Nominee or Legal Person in default under this section and the termination shall be effective on the date of receipt of the termination notice. Where the University terminates this Agreement acting under this section 10, any assignment, transfer, conveyance or licensing of the Project Intellectual Property shall be immediately null and void and of no effect as if it had never taken place. Any agreement entered into by the Inventor and any Nominee or other Legal Person involving the Project Intellectual Property shall make reference to this section 10 and include it as a binding obligation. 10.2 This Agreement may otherwise be terminated by either party in the event of default upon thirty (30) days written notice to the defaulting party. Such termination occurs where a party has defaulted or failed to comply with the terms of this Agreement and, following receipt by the defaulting party of a written notice of default, has failed to cure any such default within that period of thirty (30) days. 10.3 The provisions relating to confidentiality, dispute resolution and all waivers shall survive the expiry or termination of this Agreement.

  • Term and Termination of Agreement This Agreement shall terminate upon the earlier of termination of the Advisory Agreement or on expiration of the Expense Limit Period. The obligation of the Adviser under Section 1 of this Agreement and of the Trust under Section 2 of this Agreement shall survive the termination of the Agreement solely as to expenses and obligations incurred prior to the date of such termination.

  • Term and Termination of the Agreement 9.1. The Agreement shall enter into force upon its signing by the Parties and shall remain in full force and effect until the Parties have fully and properly fulfilled their obligations (including, unequivocally in the case the term of any other agreement associated with the Agreement exceeds the term of the Agreement). 9.2. In the cases and under the conditions stipulated by the Agreement and/or Legislation, it is possible to terminate the Agreement before expiration of its term in whole or in part:

  • Duration and Termination of Agreement This Agreement shall become effective with respect to each Portfolio on the later of (i) its execution and (ii) the date of the meeting of the Board of Trustees of the Trust, at which meeting this Agreement is approved as described below. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Trust or by a majority of the outstanding voting securities of each of the Portfolios, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Trust who are not interested persons (as defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement or (b) all the portfolios of the Trust. If any required shareholder approval of this Agreement or any continuance of the Agreement is not obtained, the Subadviser will continue to act as investment subadviser with respect to such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Subadviser or a different adviser or subadviser or other definitive action; provided, that the compensation received by the Subadviser in respect of such Portfolio during such period is in compliance with Rule 15a-4 under the Investment Company Act. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Trust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of such Portfolio, on sixty days' written notice to the Adviser and the Subadviser, or by the Adviser or Subadviser on sixty days' written notice to the Trust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in the Investment Company Act) or in the event the Advisory Agreement between the Adviser and the Trust terminates for any reason.

  • TERM, MODIFICATION AND TERMINATION OF AGREEMENT This Agreement with respect to the Fund shall continue in effect until the expiration date set forth on Schedule A (the “Expiration Date”). With regard to the Operating Expense Limits, the Trust’s Board of Trustees and the Adviser may terminate or modify this Agreement prior to the Expiration Date only by mutual written consent. This Agreement shall terminate automatically upon the termination of the Advisory Agreement; provided, however, that the obligation of the Trust to reimburse the Adviser with respect to a Fund shall survive the termination of this Agreement unless the Trust and the Adviser agree otherwise.

  • Duration and Termination of the Agreement This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfolio. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust may at any time terminate this Agreement with respect to any or all Portfolios by providing not more than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unless, within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio by the affirmative vote of a majority of the outstanding shares of such Portfolio, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate in the event of its assignment. Upon termination of this Agreement with respect to any Portfolio, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Manager.

  • Duration and Termination of Agreement; Amendments (a) Subject to prior termination as provided in subparagraph (d) of this paragraph 9, this Agreement shall continue in force until July 31, 2001 and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (b) This Agreement may be modified by mutual consent of the Advisor, the Sub-Advisor and the Portfolio subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. (c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 9, the terms of any continuance or modification of this Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time on sixty (60) days' prior written notice to the other parties, terminate this Agreement, without payment of any penalty, by action of its Board of Trustees or Directors, or with respect to the Portfolio by vote of a majority of its outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.

  • Term of Agreement and Termination 2.1. This Agreement enters into effect at the time of acceptance of this Agreement. 2.2. This Agreement will terminate without any further notice in the event products offered under this Agreement have not been used during a period of two (2) years. 2.3. This Agreement may be terminated at any time by either party with 30 days written notice. 2.4. This Agreement may be terminated by SAS with immediate effect if the Company code is used for private purposes or if SAS has reasonable cause to believe that such or similar misuse has occurred or if the Company is put into bankruptcy, enters into liquidation or is otherwise deemed to be insolvent.

  • Duration and Termination This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

  • Agreement Term and Termination This agreement will remain in effect until the expiration or termination of Customer’s Subscription, whichever is earliest. Customer may terminate this agreement at any time by contacting its Reseller. The expiration or termination of this agreement will only terminate Customer’s right to place new orders for additional Products under this agreement.

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