Common use of Term and Termination Clause in Contracts

Term and Termination. a. Unless sooner terminated in accordance with the provisions of this Agreement, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. b. This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.

Appears in 1 contract

Samples: Support Services Agreement (Mutual Health Systems Inc)

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Term and Termination. a. Unless A. This Agreement shall commence on the Effective Date and continue in effect until December 31, 2011, unless terminated sooner terminated in accordance with pursuant to this Agreement (the provisions “Term”). This Agreement shall automatically renew for successive one-year periods (each a “Renewal Term”) *** unless the Party not desiring to extend the Term of this Agreement, this Agreement shall remain notifies the other Party in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty writing at least one hundred eighty (40180) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 calendar days prior to the end of the initial term Term or any renewal term either party gives notice of terminationRenewal Term. b. This Agreement B. Either Party may be terminated by any of the following: i. In the event of a material breach of terminate this Agreement at any time, for convenience and without cause, no earlier than December 31, 2010, by either party, the other party shall have the right to cancel this Agreement by service of providing not less than *** days prior written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionParty. ii. MHS may terminate C. Upon termination of this Agreement, by either Party for any reason, RN shall no longer issue Base Miles or Bonus Miles to RN Program Members; provided, however, that for a period of one hundred eighty calendar days following the effective date of termination of this Agreement upon one (1) day's notice in the event RN shall continue to keep a record, and inform ULS of the dissolution or liquidation same, of the Groupall Miles previously earned for Qualified Transactions at Participating Merchants. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedingsD. If ULS terminates the Mileage Plus Program, or any assignment subsequent but substantially similar program, RN may immediately terminate this Agreement. E. If either Party (the “Defaulting Party” which could be United or ULS on the one hand, or RN on the other) becomes insolvent; if the Defaulting Party takes any step leading to its cessation as a going concern; or if the Defaulting Party either ceases or suspends operations for the benefit of creditorsreasons other than a strike, then the other party Party (the “Insecure Party”) may immediately terminate this Agreement upon notice to the Defaulting Party unless the Defaulting Party immediately gives adequate assurance of the future performance of this Agreement by establishing an irrevocable letter of credit—issued by a U.S. bank acceptable to the Insecure Party, on terms and conditions acceptable to the Insecure Party, and in an amount sufficient to cover all amounts potentially due from the Defaulting Party under this Agreement—that may be drawn upon by the Insecure Party if the Defaulting Party does not fulfill its obligations under this Agreement in a timely manner. F. If either Party (the “Defaulting Party”) fails to observe or perform any of its obligations under this Agreement and if this failure continues for a period of thirty days after written notice to the party involved in Defaulting Party thereof (except for any payments due, where the period to cure such proceedingsnonpayment shall be five days after notice), then, without prejudice to any other rights or remedies the other Party may have, this Agreement shall terminate as of the expiration date of the notice period. c. Upon G. To the extent either Party terminates this Agreement before its expiration date, or if this Agreement is not renewed upon its expiration, all notices required to be given to Mileage Plus Members of the conclusion of RN’s participation in the Mileage Plus Program shall be the sole responsibility of ULS (provided RN maintains the right to review and provide content approval), and shall be undertaken by ULS through an announcement in a Mileage Plus newsletter, or other collateral, at ULS’s discretion. To the extent either party terminates this Agreement before its expiration date, or if this Agreement is not renewed upon its expiration, all communications from RN to an RN Program Member referencing or regarding Mileage Plus Dining must be reviewed and approved by ULS. H. Exercise by either Party of its right to terminate under any provision of this Agreement will not affect or impair its right to enforce its other rights or remedies under this Agreement. Sections 1, 2, 9.C., 9.G., 9.H., 13 – 18, 20 (to the extent provided in Section 20), 21 and 23 – 29 shall survive the termination or expiration of this Agreement, it is understood and agreed together with all obligations of each Party that the right have accrued before termination or that are of Group to occupy the Clinics and to use and possession of the furniturea continuing nature, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to including without limitation any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationindemnity provisions herein.

Appears in 1 contract

Samples: United Mileage Plus Participation Agreement (Rewards Network Inc)

Term and Termination. a. 8.1 Unless sooner terminated otherwise indicated in accordance the Cover Document, this Agreement comes into force on the Effective Date, with an initial period of twelve (12) months. 8.2 Unless otherwise indicated in the provisions of this AgreementCover Document, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement be tacitly renewed with subsequent periods that shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior equal to the end duration of the initial term or any renewal term either party gives period set forth in clause 8.1, except if one of the Parties terminates this Agreement by registered letter with a notice period of terminationthree (3) months before the expiry of the then current period. b. This 8.3 Each Party can terminate this Agreement may be terminated with immediate effect without intervention of a judge by any of written notice to the following: i. In other Party, if the event of other Party commits a material breach of this Agreement by either partyand — in the case of a breach capable of remedy — fails to substantially remedy it within forty (40) calendar days of receipt of a written notice from the Party not in default specifying the breach and containing a warning of an intention to terminate if the breach is not remedied within the forty (40) calendar days grace period. 8.4 Each Party may terminate this Agreement without intervention of a judge with immediate effect on written notice: - if a receiver, administrator or similar officer is appointed over all or any part of the assets or undertaking of the other party Party; - if the other Party makes any arrangement for the benefit of its creditors; or - if the other Party goes into liquidation save for the purposes of a genuine amalgamation or reconstruction. 8.5 Notwithstanding the foregoing and without prejudice to dINK nv's other rights assigned to it by law or by this Agreement, dINK nv shall have the right to cancel suspend and/or terminate this Agreement, in whole or in part, immediately without intervention of a judge, upon written notice to the Customer in the event that the Customer: - exceeds the scope of the dINK License grants and, if applicable, the license to the Software Development Tools, as set forth in clause 2; - does not comply with the provisions set forth in clause 4; - breaches any of its obligations of confidentiality set forth in clause 9; or - breaches the assignment provisions laid down in clause 14.4. 8.6 Upon suspension of this Agreement in accordance with clause 8.5, the Customer's access and license rights (including any sublicenses) with respect to dINK or the Software Development Tools shall be temporarily terminated, during the period of the suspension; and (ii) the fees will continue to accrue. 8.7 After termination of this Agreement: - all rights granted by service dINK nv hereunder shall be terminated; - each Party shall return or destroy (or provide a certificate of written notice having destroyed) the other Party's Confidential Information; - the Customer shall remove all copies of all software provided or owned by dINK nv from the Customer's systems; - dINK nv shall, upon the defaulting party (the "Default Notice"). In the event such breach is not cured request by Customer made within thirty (30) days after service the effective date of termination, provide the Customer with limited access to the dINK Instance, for the sole purpose of enabling the Customer to make a copy of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless Hosted Data. After such breach cannot be cured within thirty (30) days and period, dINK nv shall have no obligation to maintain or provide any Hosted Data. 8.8 Termination shall not relieve the defaulting party gives timely notice Customer of the obligation to pay any fees accrued or payable to dINK nv prior to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the effective date of termination.

Appears in 1 contract

Samples: Licensing Agreement

Term and Termination. a. Unless sooner terminated 14.1 This Agreement shall commence on the Contract Date and shall terminate upon the expiry of the Initial Period. 14.2 If the Customer wishes to extend the Agreement beyond the Initial Period, the Customer shall give written notice to Matrix no later than 1 months before the end of the Initial Period. The parties shall use all reasonable endeavours to agree the terms of the extension, including (1) the duration of the extension (the "Extension Period"), (ii) the charges payable in accordance with respect of the provisions extension period, and (iii) any other amendments to this Agreement that the parties agree are appropriate. Subject to agreement of this Agreementall such terms in writing no later than the end of the Initial Period, this Agreement shall remain be extended accordingly. Further Extensions Periods may also be agreed from time to time on the basis set out in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systemsthis Clause 14.2. 14.3 Without prejudice to any other rights or remedies to which the parties may be entitled, Inc. - Support Services either party may terminate this Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior without liability to the end of the initial term or any renewal term either party gives notice of termination. b. This Agreement may be terminated by any of the followingother if: i. In (a) the event of other party commits a material breach of any of the terms of this Agreement by either party, and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; (b) the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service repeatedly breaches any of the Default Notice, this Agreement shall immediately terminate at the election terms and conditions of the non-defaulting party upon Agreement in such a manner as to reasonably justify the giving of a written notice of termination opinion that its conduct is inconsistent with it having the intention or ability to give effect to the defaulting party no later than sixty (60) days after the giving terms and conditions of the Default Notice, unless such breach cannot be cured within thirty Agreement; or (30c) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in becomes or is declared insolvent, is the event of the dissolution or liquidation of the Group. iii. Upon institution subject of any voluntary or involuntary bankruptcyproceeding relating to its liquidation, reorganizationwinding-up, insolvency or receivership proceedingsthe appointment of a receiver, administrator or any similar officer, makes an assignment for the benefit of creditorsall or substantially all of its creditors or enters into an agreement for the composition, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedingsextension or readjustment of all or substantially all of its obligations. c. Upon any 14.4 On termination of this AgreementAgreement for any reason: (a) all licences granted under this Agreement shall immediately terminate; (b) the Customer shall make no further use of any equipment, property, Documentation or other items (or any copy thereof) belonging to Matrix; and (c) Matrix shall promptly deliver to the Customer all Customer Data in its possession, in Excel, CSV or such other format as the Customer may reasonably request, and certify that it is understood and agreed that the right of Group to occupy the Clinics and to use and possession has not retained any copies. 14.5 The accrued rights of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of parties as at the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the effective date of termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

Appears in 1 contract

Samples: Software as a Service Contract

Term and Termination. a. Unless sooner ‌ 12.1 The term of this MSA will commence on the Effective Date and will continue in force for the duration of all Agreements to which it applies and after all Agreements expire or are terminated, this MSA will continue until terminated for convenience by either Party on thirty (30) days’ written notice to the other Party ("Term").‌ 12.2 Each Agreement will start on the Service Commencement Date and shall continue in force for the Initial Service Term unless and until terminated in accordance with the provisions of this Agreement, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective DateClause 12. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to From the end of the initial term or any renewal term either party gives notice of termination. b. This Initial Service Term, unless otherwise expressly stated in the Order Form, the Agreement may shall automatically be terminated by any extended for successive twelve (12) month periods (each an "Extended Service Term”) at the end of the following: i. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate Initial Service Term and at the election end of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Noticeeach Extended Service Term, unless such breach cannot be cured within thirty (30) days and the defaulting party until a Party gives timely written notice to the other party to terminate, not later than ninety (90) days before the end of the Initial Service Term or the relevant Extended Service Term, in which event the Agreement will terminate at the end of that Initial Service Term or Extended Service Term as the case may be. The Initial Service Term and the Extended Service Term, if any, shall collectively be referred to herein as the "Service Term".‌ 12.3 Either Party may terminate an Agreement for material breach, upon giving thirty (30) days’ written notice, unless the Party receiving the notice cures such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionbreach within the thirty (30) day period. ii. MHS 12.4 Supplier may terminate this any or all Agreements by written notice with immediate effect if Client fails to pay any Fees for more than thirty (30) days. 12.5 Either Party may terminate an Agreement with immediate effect upon one written notice if the other Party ceases its business operations, if any step is taken for the appointment of administrators, liquidators or receivers (1or an equivalent in any jurisdiction), or for a compromise or voluntary arrangement with creditors, or if a liquidator is appointed (excluding the presentation of a petition by a creditor for administration or liquidation unless that is not dismissed within ninety (90) day's days, and excluding the taking of any step as part of a solvent reorganisation of the business) or otherwise becomes generally unable to meet its obligations under the Agreement. 12.6 Client may terminate an Agreement for convenience by notice in writing before the event expiry of the dissolution Initial Service Term or liquidation an Extended Service Term, for which an early termination fee will be payable. The early termination fee shall be equal to the fees payable in the remaining part of the GroupInitial Service Term or any Extended Service Term. iii12.7 An Agreement may be terminated in part if it includes more than one Service. Upon institution If a Service is dependent upon another Service that is terminated (under any Agreement), Client will be responsible for the consequences of any voluntary or involuntary bankruptcythe partial termination and Supplier will be released from the obligation to provide that affected Service to the extent of the dependency, reorganizationwithout change to the fees payable by Client for the affected Service. 12.8 If an Order Form specifies the provision of multiple Services with differing Initial Service Terms, insolvency or receivership proceedingsService Commencement Dates, or any assignment where an Extended Service Term applies to some but not all of those Services, or where an Agreement is terminated in part, each Service shall be treated as a separate Agreement for the benefit purposes of creditors, the other party may immediately terminate this Agreement on written calculating any notice to the party involved in such proceedings. c. Upon any period for termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall or any fee on termination (including early termination). 12.9 Client will notify Supplier if Client is a small business with fewer than 11 employees and not release a communications provider to ensure that renewal terms are appropriate for Client’s business. 12.10 If an Agreement or discharge either party from any obligationService is terminated, debt or liability which shall have previously accrued Client will pay Supplier for all Services rendered and remain expenses incurred prior to be performed upon the date of termination. 12.11 If Client wishes to continue to use a Service after the date given in any termination notice, and Supplier agrees to continue to provide that Service, that Service shall continue to be provided on the terms of the preceding Agreement. If Client commits to a shorter period than the Extended Service Term, the price of the Service shall change to Supplier’s standard price for such Services on a periodic basis equivalent to the level of Client’s commitment. 12.12 Except where otherwise specified in an Order Form, termination of an Agreement does not affect any other Agreement.

Appears in 1 contract

Samples: Master Services Agreement

Term and Termination. a. Unless sooner terminated in accordance with the provisions of this Agreement, this Agreement shall remain in effect for an initial 8.1 The term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. b. This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement will commence at the date of signature and will remain in full force and effect until December 31, 2017 unless terminated earlier as provided for in this Clause 8. 8.2 Either party may terminate this Agreement at any time on the material or persistent breach by either party, the other party shall have the right to cancel of any obligation on its part under this Agreement by service of serving a written notice upon on the defaulting party (other identifying the "Default Notice")nature of the breach. In The termination will become effective thirty days after receipt of the event such breach is not cured within written notice unless during the relevant period of thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after remedies the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely forthwith by written notice to the other party party. 8.3 Notwithstanding anything to the contrary herein, this Agreement will automatically terminate if the Agreement between PUBLISHER and THE LIBRARY terminates for any reason. THE LIBRARY shall make reasonable endeavors not to cause the Agreement between PUBLISHER and THE LIBRARY to terminate. 8.4 Further notwithstanding anything to the contrary herein, upon a material or persistent breach by the Sub-Licensee, on-line access to the Annual Reviews Database shall be terminated. All other rights will be automatically terminated, except for such rights of action as will have accrued prior to such effect termination and promptly undertakes appropriate steps to effect any obligation which expressly or impliedly continue in force after such cure and pursues such action to conclusiontermination. ii. MHS may terminate 8.5 Upon termination of this Agreement upon one (1) day's notice in by the event Sub-Licensee due to a material or persistent breach by THE LIBRARY, THE LIBRARY will reimburse the Sub-Licensee a pro rata proportion of the dissolution or liquidation then remaining Fee for the unexpired period of the GroupAgreement. iii. 8.6 Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination expiry of this Agreement, it is understood THE LIBRARY will use all reasonable efforts to procure that PUBLISHER provides the Sub-Licensee and agreed that its Authorized Users with access to the right of Group to occupy the Clinics and to use and possession full text of the furnitureAnnual Reviews Database which was published for the first time and paid for during the term of this Agreement, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession either by continuing online access free of charge to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in same material on the Publisher’s server or upon the premises of such Clinicsa third party server. The various rights Sub-Licensee and remedies herein provided Authorized Users shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under exercise the lawnon-exclusive rights granted herein in relation to such Annual Reviews Database. The exercise rights granted in this clause will terminate immediately in respect of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair any Annual Reviews Database which the rights of either party Publisher ceases to exercise any other have the right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationpublish.

Appears in 1 contract

Samples: Sub Licence Agreement

Term and Termination. a. 9.01 Unless sooner terminated in accordance with the provisions of this Agreementotherwise terminated, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systemsexpire upon the expiration, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end lapse or invalidation of the initial term or last remaining PATENT in any renewal term either party gives notice of termination. b. This Agreement may be terminated by any country of the following: i. In TERRITORY that covers the event making, using, selling, or importing of a material breach PRODUCT. Expiration of this Agreement by under this provision shall not preclude LICENSEE from continuing to market PRODUCT and to use KNOW-HOW without further payments to LICENSOR. 9.02 If either partyparty fails or neglects to perform material covenants or provisions of this Agreement and if such default is not corrected within thirty (30) days after receiving written notice from the other party with respect to such default, the such other party shall have the right to cancel terminate this Agreement by service of giving written notice upon to the defaulting party (in default; provided, however, that if such default is contested in accordance with Article 14, then the "Default Notice"). In termination shall not take effect until the event such breach matter is not cured within finally resolved. 9.03 LICENSEE may terminate this Agreement at any time and at its discretion by giving thirty (30) days after service written notice thereof to LICENSOR. Upon any termination by LICENSOR pursuant to Section 9.02 or LICENSEE pursuant to this Section 9.03, in addition to the provisions of Article 10 below, LICENSEE shall return to LICENSOR any KNOW-HOW provided to LICENSEE hereunder. In addition, LICENSEE shall grant to LICENSOR a license under LICENSEE's rights in all pre-clinical, clinical, regulatory, manufacturing and other documentation and related know-how and patents relating to PRODUCTS developed and/or commercialized hereunder under commercially reasonable terms to be negotiated in good faith between the parties. 9.04 Either party may terminate this Agreement if, at any time, the other party shall file in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Default Noticeparty or of its assets, this Agreement shall immediately terminate at or if the election of the non-defaulting other party upon the giving of proposes a written notice agreement of termination to composition or extension of its debts, or if the defaulting other party no later than shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within sixty (60) days after the giving of the Default Noticefiling thereof, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to or if the other party shall propose or be a party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the any dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedingsliquidation, or any if the other party shall make an assignment for the benefit of creditors. 9.05 Notwithstanding the bankruptcy of LICENSOR, or the other party may immediately impairment of performance by LICENSOR of its obligations under this Agreement as a result of bankruptcy or insolvency of LICENSOR, LICENSEE shall be entitled to retain the licenses granted herein, subject to LICENSOR's rights to terminate this Agreement on written notice to the party involved for reasons other than bankruptcy or insolvency as expressly provided in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.

Appears in 1 contract

Samples: License Agreement (3 Dimensional Pharmaceuticals Inc)

Term and Termination. a. Unless sooner ‌ 13.1 This Agreement shall, unless otherwise terminated as provided in this Clause 13, commence on the Effective Date and shall continue for the Trial Period, the Initial SaaS Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a SaaS Renewal Period), unless:‌ (a) either Party notifies the other Party of termination, in writing, at least 90 days before the end of the Initial SaaS Subscription Term or any SaaS Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial SaaS Subscription Term or SaaS Renewal Period; or (b) otherwise terminated in accordance with the provisions of this Agreement; and the Trial Period, the Initial SaaS Subscription Term together with any subsequent SaaS Renewal Periods shall constitute the SaaS Subscription Term. 13.2 Without affecting any other right or remedy available to it, either Party may terminate this Agreement shall remain in with immediate effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior by giving written notice to the end of other Party if:‌ (a) the initial term or other Party fails to pay any renewal term either party gives notice of termination.amount due under this Agreement on the due date for payment and remains in default not less than 21 days after being notified in writing to make such payment; b. This Agreement may be terminated by any of (b) the following: i. In the event of other Party commits a material breach of any other term of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party and (the "Default Notice"). In the event if such breach is not cured remediable) fails to remedy that breach within thirty (30) a period of 21 days after service being notified in writing to do so; (c) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts, including without limitation within the meaning of section 123 of the Default NoticeInsolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986 OR (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, including without limitation, within the meaning of section 268 of the IA 1986 OR (being a partnership) has any partner to whom any of the foregoing apply;‌ (d) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party; (e) the other Party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986; (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party; (g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other Party (being a company, partnership or limited liability partnership); (h) the holder of a qualifying floating charge over the assets of that other Party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver; (i) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party; (j) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other Party's assets and such attachment or process is not discharged within 14 days;‌ (k) any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 13.2(c) to Clause 13.2(j) (inclusive); (l) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or (m) the other Party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy. 13.3 The Customer may, at any time during the Trial Period, terminate this Agreement for convenience and no payments shall be payable by the Customer for the Services used during that Trial Period.‌ 13.4 On termination of this Agreement for any reason: (a) all licences granted under this Agreement shall immediately terminate at and the election Customer shall immediately cease all access to and use of the non-defaulting party upon Services and/or the giving Documentation, and accordingly, the End Users shall no longer be able to use the Myzone Open mobile software application in conjunction with the Customer’s SaaS Subscription; (b) each Party shall return and make no further use of a written notice any equipment, property, Documentation and other items (and all copies of termination to the defaulting party no later than sixty (60them) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice belonging to the other party Party; (c) any rights for the Customer to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event access or use any of the dissolution data made available by the Services will terminate or liquidation end and the Customer shall have no rights to or in it; and (d) any rights, remedies, obligations or liabilities of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice Parties that have accrued up to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

Appears in 1 contract

Samples: Software as a Service Agreement

Term and Termination. a. 9.1. Unless sooner otherwise stated or agreed in writing, all Subscriptions will commence on the date that CareScribe accepts your Order Form and will continue for the period of your Subscription, after which it will automatically renew for successive periods (in accordance with clause 3.5) unless and until terminated in accordance with this clause 9. 9.2. If you are a Consumer (as defined in clause 10.1) and you have purchased an Individual Subscription you may cancel your Subscription within 14 days of the provisions date you purchased your Subscription in accordance with clause 10 below, in which event you may be able to claim a full or (to the extent that you have made use of this Agreementthe Service) partial refund of any Subscription Fees you have paid. 9.3. In all cases, this Agreement shall remain you may terminate your Subscription for convenience at any time by giving us not less than thirty (30) days notice in effect for an initial term writing. However, in these circumstances, you will not be entitled to receive a refund of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days any Subscription Fees you have already paid prior to the end of your then current Subscription period. In addition, if you have purchased an Enterprise Subscription which is subject to a minimum term, you must pay all Subscription Fees due in respect of the initial term or any renewal term either party gives notice of terminationMinimum Term. b. This Agreement 9.4. CareScribe may be terminated terminate your Subscription, and/ or terminate or suspend your access to and ability to use the Service, at any time by written notice if: (i) you have failed to pay any Subscription Fees (or other fees of sums) due in respect of your Subscription by the following: i. In the event of a due date for payment; or (ii) you are otherwise in material breach of this these Terms and Conditions and/ or your Agreement by either party, with CareScribe and the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured remedied within thirty the period of fourteen (3014) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination the breach has been given to you. 9.5. CareScribe may suspend your access to the defaulting party no later than sixty (60) days after the giving Service at any time with immediate effect, if it reasonably believes you are in breach of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionclause 4 or 8. ii9.6. MHS CareScribe may terminate this Agreement upon one (1) day's notice in discontinue the event of the dissolution or liquidation of the Group. iii. Upon institution of Service at any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 time by giving you not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.less than thirty

Appears in 1 contract

Samples: Subscription Agreement

Term and Termination. a. Unless sooner terminated The XXXX shall be effective and in accordance with full force as long as agreed between the provisions Parties under the terms set forth in Section 1 of this XXXX and for a time period set forth in the initial Invoice submitted by the Licensee and accepted by SpinTouch (“Initial Term”). Accordingly, the Initial Term of this License shall commence on the Effective Date and shall automatically renew for successive terms of equal length until such time as either party expresses in writing to the other party that it seeks to terminate this License Agreement. If a party seeks to terminate this License Agreement, this Agreement it shall remain provide the other party with a minimum of thirty (30) days’ written notice of its intent to do so. Unless otherwise stated in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial terminvoice, this agreement the Initial Term shall be automatically renewed for successive ten a period of twelve (1012) year renewal terms unless more months. Notwithstanding the above, Licensee shall provide Licensor with a written notice as required under the subsequent paragraph. In the event that a Licensee that is granted a license pursuant to Section 1 d) wishes to terminate the XXXX, a written notice shall be sent to SpinTouch not later than 180 days three (3) months prior to the end of the initial term or subscription period. If such termination notice is not sent in time three (3) months prior to the end of the subscription period then the Licensee is obliged to pay the License Fee for the next subscription period. Without prejudice to any renewal term either party gives notice of termination. b. This Agreement other rights, SpinTouch may be terminated by terminate this XXXX with immediate effect and remotely disable the license to the Software Product if the Licensee fails to comply with any of the following: i. terms and conditions of this XXXX (including for the avoidance of doubt breach of any agreed payment terms and, in respect of a distributor or reseller, in the event of a breach of any other agreement entered into with SpinTouch (e.g. a reseller agreement)). SpinTouch is also entitled to terminate this XXXX with immediate effect in the event that the Licensee is declared bankrupt, enters into liquidation or can be assumed to have become insolvent. In the event of a material breach termination, regardless of this Agreement by either partywhat form termination takes, the Licensee shall, depending on SpinTouch’s instruction, either return to SpinTouch or destroy all copies of the Software Product in the Licensee’s possession as well as documentation and other party shall have material concerning the right to cancel this Agreement by service Software Product which the Licensee possesses (which, for the avoidance of written notice upon doubt, may include marketing material should the defaulting party (Licensee be a distributor or reseller of the "Default Notice"Software Product). In The Licensee shall thereafter certify in writing that the event such breach Licensee is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment Software Product or any related documentation and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationmaterial.

Appears in 1 contract

Samples: End User License Agreement

Term and Termination. a. Unless sooner 15.1 Subject to Clauses 15.2 to 15.5, this Licence shall commence upon the Start Date of the Order, and shall continue, unless terminated earlier in accordance with this Clause 11, until the provisions of this Agreement, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end expiry of the initial term or any renewal term either party gives notice of terminationSubscription Period. b. This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement by either party, the other party 15.2 The Institution shall have the right to cancel terminate this Agreement Licence during the Subscription Period, by service of giving not less than 60 (sixty) days’ written notice upon to the defaulting Publisher, such notice to expire on at the end of the relevant Subscription Year. 15.3 Without affecting any other right or remedy available to it, either party (may terminate this Licence with immediate effect by giving written notice to the "Default Notice"). In other party if: 15.3.1 the event other party becomes insolvent, admits insolvency or a general inability to pay its debts as they become due, has appointed a receiver or administrative receiver over it or over any part of its undertaking or assets, passes a resolution for winding up other than a bona fide plan of solvent amalgamation or reconstruction, files a petition for protection under any applicable bankruptcy code, or has filed against it or becomes subject to an insolvency petition in bankruptcy or an order to that effect; 15.3.2 the other party commits a material or persistent breach of any term of this Licence which breach is irremediable or, if such breach is not cured remediable, fails to remedy that breach within thirty a period of sixty (3060) days after service of being notified in writing to do so. 15.4 Without affecting any other right or remedy available to it, the Default Notice, Institution may terminate this Agreement shall immediately terminate at the election of the non-defaulting party upon the Licence with immediate effect by giving of a written notice of termination to the defaulting party Publisher if the Publisher: 15.4.1 has committed a breach of Clause 5 and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so; or 15.4.2 is no later longer entitled to make the Licensed Material available for access and Permitted Use by the Institution and Authorised Users. 15.5 Without affecting any other right or remedy available to it, the Publisher may terminate this Licence with immediate effect by giving written notice to the Institution if the Institution: 15.5.1 fails to pay any undisputed amount due under this Licence on the due date for payment and remains in default for not less than sixty (60) days after being notified in writing to make such payment; 15.5.2 wilfully and repeatedly infringes, or wilfully permits Authorised Users repeatedly to infringe, the giving copyright in the Licensed Material; or 15.5.3 has committed a breach of Clause 4 (Restrictions) or Clause 8.1 (Responsibility of Institution) and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so. 15.6 For the Default Notice, unless such breach canavoidance of doubt the Institution shall not be cured within thirty (30) days and deemed to be in breach of this Licence on the defaulting party gives timely notice grounds that an act of an Authorised User, if carried out by the Institution, would have been a breach of this Licence, without prejudice to any express obligations applicable to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionInstitution under this Licence. ii. MHS 15.7 The Publisher may terminate this Licence if the Cambridge University Press Electronic Journals Collection Agreement upon one between the Publisher and Jisc Collections is replaced and superseded with an alternative offer that is more beneficial to the Institution, by giving not less than 60 (1sixty) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on days’ written notice to the party involved in Institution, such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that notice to expire on at the right of Group to occupy the Clinics and to use and possession end of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationrelevant Subscription Year.

Appears in 1 contract

Samples: Journals Licence Agreement

Term and Termination. a. Unless sooner terminated in accordance with the provisions The Initial Term of this AgreementAgreement will begin on the Effective Date and continue until June 30, 2018. At the expiration of the Initial Term, this Agreement shall remain in effect will automatically renew for an initial term additional [***], under the then existing terms and conditions, unless either party provides written notice of -------------------------------------------------------------------------------- Mutual Health Systemsnon-renewal not later than [***], Inc. - Support Services Agreement 15 forty (40) years after in the Effective Date. Following case of Customer, and not later than [***], in the initial termcase of Cardinal Health, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end expiration of the initial term or any renewal term Initial Term (the “First Renewal Term”). At the expiration of the First Renewal Term this Agreement will automatically renew for an additional [***], under the then existing terms and conditions, unless either party gives provides written notice of termination. b. This Agreement may be terminated by any non-renewal not later than [***], in the case of Customer, and not later than [***], in the case of Cardinal Health, prior to the expiration of the following: i. In First Renewal Term (the event “Second Renewal Term”). References to the “Term” of this Agreement will include the Initial Term, First Renewal Term and Second Renewal Term. Either party may effect an early termination of this Agreement upon the occurrence of a material breach of this Agreement by either party, the other party. The non-breaching party shall have the right to cancel this Agreement by service of must give written notice upon to the defaulting breaching party (of the "Default Notice")nature and occurrence of such breach. In If the event such breach is not cured within by the expiration of thirty (30) days after service from the date of the Default Noticesuch notice, this Agreement shall immediately terminate at the election of then the non-defaulting breaching party upon the giving of a may, in addition to any and all other rights or remedies it may have, provide written notice of termination to the defaulting breaching party no later than that this Agreement will be terminated immediately following the expiration of such thirty (30) day period. Upon the expiration or termination of this Agreement, for any reason by either party, we will, upon your written request, for up to a period of sixty (60) days after the giving date of such expiration or termination (the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one “Termination Assistance Period”): (1) day's notice in continue to provide the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate services under this Agreement on written notice to the party involved extent reasonably requested by you; and (2) provide such assistance as you may require to transfer the services to another vendor. During the Termination Assistance Period, we will continue to provide the services in such proceedings. c. Upon any termination of accordance with the pricing, terms and conditions specified in this Agreement; provided, it is understood and agreed however, as you transition your purchases of Rx Products to another vendor, such that the right purchase volume under this Agreement is significantly reduced and/or affected, we may reasonably adjust the service commitments (i.e., number of Group deliveries per week) to occupy reflect your actual purchase volume. Our continued provision of products and services during the Clinics Termination Assistance Period is subject to applicable legal and to use regulatory requirements and possession our receipt of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in adequate assurances regarding payment for any services provided or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationproducts delivered.

Appears in 1 contract

Samples: Prime Vendor Agreement (PharMerica CORP)

Term and Termination. a. Unless sooner terminated in accordance with the provisions of this Agreement, this Agreement 22.1 This agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after commence on the Effective Date. Following the initial termUnless terminated earlier in accordance with this clause 22, this agreement shall be continue in force for the Initial Term and thereafter shall automatically renewed renew for successive ten and consecutive twelve (1012) year renewal terms unless more than 180 days prior to month periods (each an “Extended Term”). The agreement will automatically renew at the end of each Extended Term, unless the initial term Customer gives written notice to Altinet, not later than ninety (90) calendar days before expiry of the Initial Term or the relevant Extended Term, to terminate this agreement. Altinet may decline to renew this Agreement or any renewal term either part of the Services for any additional Extended Term and shall endeavour to give the Customer at least 60 calendar days’ notice of such cancellation in advance of the commencement of any affected Extended Term. 22.2 Without prejudice to any rights that have accrued under this agreement or any of its rights or remedies and subject to clause 23, the Customer may terminate this agreement immediately on written notice to Altinet within the first 20 Business Days of the Initial Term. In the event of termination by the Customer under this sub-clause 22.2, Altinet will use commercial endeavours to return any pre-paid and unearned fees including where possible any fees for third party gives notice software which Altinet may be able to recover. Unless otherwise agreed, Altinet shall hold on trust for the Customer any such refunds or reimbursements from third parties that it is able to acquire; provided that on any such termination the Customer shall, without prejudice to any accrued rights or obligations as at that time, be obliged to pay the remainder of any and all outstanding Charges up until the date of termination. b. This Agreement 22.3 Without prejudice to any other right or remedy available to it, and subject to clause 23, either party may be terminated terminate this agreement with immediate effect by any of the following: i. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of giving written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion.if: ii. MHS may terminate this Agreement upon one (1a) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate fails to pay any amount due under this Agreement agreement on written notice the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment; (b) the other party involved in such proceedings. c. Upon commits a material breach of any termination term of this Agreement, it agreement and (if such breach is understood and agreed remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; (c) the right of Group to occupy the Clinics and to use and possession other party breaches any of the furnitureterms of clause 20; (d) the other party suspends, fixturesor threatens to suspend, furnishingspayment of its debts, equipment and leasehold improvements shall terminateor is unable to pay its debts as they fall due or admits inability to pay its debts, and Group shall immediately vacate and surrender possession or is deemed unable to MHS pay its debts within the meaning of section 123 of the ClinicsInsolvency Act 1986; (e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all or makes a proposal for or enters into any compromise or arrangement with its creditors other materials and supplies then located in or upon than for the premises sole purpose of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any a scheme for a solvent amalgamation of that other rights and remedies the parties may be entitled to pursue under the law. The exercise of party with one or more other companies or the solvent reconstruction of that other party; (f) a petition is filed, a notice is given, a resolution is passed, or an order is made for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (g) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given, or an administrator is appointed, over the other party; (h) the holder of a qualifying floating charge over any of the assets of that other party has become entitled to appoint or has appointed an administrative receiver; (i) a person becomes entitled to appoint a receiver over any of the assets of the other party or a receiver is appointed over any of the assets of the other party; (j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such rights process is levied or remedies shall -------------------------------------------------------------------------------- Mutual Health Systemsenforced on or sued against, Inc. - Support Services Agreement 16 the whole or any part of the other party's assets and such attachment or process is not impair discharged within 14 days; (k) any event occurs, or proceeding is taken, with respect to the rights other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of either the events mentioned in clause 22.3(d) to clause 22.3(i) (inclusive); (l) the other party suspends or ceases, or threatens to exercise suspend or cease, carrying on all or a substantial part of its business; or (m) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 22.4 Without prejudice to any other right or remedy available to it, and subject to clause 233: (a) the Customer may terminate this agreement with immediate effect by giving written notice to Xxxxxxx if: (i) Altinet commits a series of breaches of this agreement which are each individually not material but which occur sufficiently often within a sufficiently short period to have, in aggregate, the effect of being a material breach; or 22.5 The party not affected by a continuing Force Majeure Event may terminate this agreement in accordance with clause 24.1. 22.6 Either party may terminate this agreement in accordance with clause 5.4. 22.7 Any provision of this agreement which expressly or by implication is intended to come into or continue in force on or after expiry or termination of this agreement shall remain in full force and effect. 22.8 Expiry or termination of this agreement for any reason shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at law expiry or termination. 22.9 On expiry or termination of this agreement for any reason: (a) Altinet shall immediately cease provision of the Set-Up Services, Managed Services and Maintenance Services but may provide Transition Services for a further period in accordance with clause 23.2; (b) (subject to clause 22.11) each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party and the Customer shall cease to use any IP address licensed to the Customer by Altinet; and (c) if Altinet receives, no later than ten days before the effective date of the expiry or termination of this agreement for any reason, a written request for the delivery to the Customer of the most recent backup of the Customer Data, Altinet shall use reasonable commercial endeavours to deliver the backup to the Customer within 30 days, or such longer time period as may be reasonable in the circumstances, of its receipt of such a written request in the format stored, or in equity. Termination a format as otherwise reasonably requested by the Customer at the cost of the Agreement shall Customer, provided that the Customer has at that time paid all fees and charges outstanding at (and including any resulting from) expiry or termination (whether or not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon due at the date of expiry or termination). Once the agreement has expired or Altinet has, at the Customer's request, delivered to the Customer the most recent backup of the Customer Data (as applicable), Altinet shall (subject to clause 22.11) promptly expunge from Altinet's System and otherwise destroy or dispose of all of the Customer Data in its possession or control. The Customer shall pay all reasonable costs and expenses incurred by Altinet in returning and disposing of Customer Data and expunging it from Altinet's System. 22.10 Without prejudice to any of its other rights, Altinet shall be entitled to suspend the supply of the Managed Services or any service under this agreement where Altinet has a right to terminate the agreement or any particular service. Such suspension shall be without waiver of any rights, nor shall Altinet be liable for any losses suffered by the Customer in relation to such suspension so long as that suspension is in accordance with any other right of Altinet to terminate the agreement or any part thereof. 22.11 If a party is required by any law, regulation, or government or regulatory body (Regulatory Requirement) to retain any documents or materials which it would otherwise be obliged to return or destroy under clause 22.9(c), it shall notify the other party in writing of such retention, giving details of the documents or materials that it must retain. Clause 20 shall continue to apply to any such retained documents and materials for as long as any such requirement continues in force, subject to any disclosure mandated by any Regulatory Requirement.

Appears in 1 contract

Samples: Managed Services Agreement

Term and Termination. a. Unless sooner terminated in accordance with the provisions of this Agreement, this This Agreement shall remain in effect for an initial term a period of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty three (403) years after following the Effective DateDate unless terminated earlier pursuant to another provision of this Agreement. Following the initial term, this agreement shall This Agreement may be automatically renewed for successive ten additional one (101) year terms, provided each party agrees to such renewal terms unless more than 180 in writing at least thirty (30) days prior to the end expiration of the initial term or any renewal term either party gives notice of terminationcurrent term. b. This Either party may terminate this Agreement may be terminated by at any of time, without cause, upon ninety (90) days advance written notice; c. VHA shall have the following: i. In right, at any time, to terminate this Agreement immediately in the event there is: (1) a consolidation, merger or reorganization of Subcontractor with or into another corporation or other entity; (2) creation of a material new majority interest in, or change in majority ownership of, Subcontractor; or (3) a sale of all or substantially all of Subcontractor’s assets; d. All notices of termination shall be in writing and delivered by certified mail; and e. Upon termination of this Agreement, 1) each party shall promptly return to the other all materials and other items furnished to it by the other party pursuant to this Agreement; 2) Subcontractor shall no longer hold itself out as a participant with VHA hereunder or act in a manner that would imply a continuing relationship between the parties unless permitted under separate agreement between the parties then in effect; 3) if required by VHA, Subcontractor shall be required to complete all Services under contract at the time of such termination or expiration; 4) for all Services under contract at the time of termination of this Agreement, but completed prior to termination of this Agreement, Subcontractor will submit a final invoice to VHA, within thirty (30) days, for Fees earned by Subcontractor prior to the date of termination. VHA will pay Subcontractor all Fees earned through the expiration or termination date hereto if, and only if, Subcontractor was not in breach of any provision of this Agreement by either partyprior to such expiration or termination date; and Neoforma, Inc. – Effective June 1, 2004 5) for all Services under contract at the other party shall have time of termination of this Agreement, but completed after the right termination of this Agreement, Subcontractor will submit to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured VHA, within thirty (30) days after service the completion of the Default NoticeServices, this Agreement shall immediately terminate at the election a final invoice for Fees earned by Subcontractor. Subcontractor’s failure to submit a claim within such time will constitute a waiver of the non-defaulting party upon the giving all claims and a release of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as VHA from all other materials and supplies then located in or upon the premises liability arising out of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationmatters.

Appears in 1 contract

Samples: Services Agreement (Neoforma Inc)

Term and Termination. a. Unless sooner 7.1 This Contract. This Contract is formed (and becomes legally binding) when the parties complete and sign the Order. This Contract shall commence on the Effective Date and shall continue unless and until terminated by either party in accordance with the provisions of this Agreement, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty Clause 7. (40i) years after the Effective Date. Following the initial term, this agreement Either party shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior entitled to terminate this Contract on expiry of the Minimum Term specified in the Order and each subsequent Renewal Term by giving to the end of the initial term or any renewal term either other party gives notice of terminationnot less than ninety (90) days’ prior written notice. b. This Agreement may (ii) Either party shall be terminated entitled to terminate this Contract immediately by giving written notice to the other party if the other party commits any of the following: i. In the event of a material breach of this Agreement by either party, the other party shall have the right Contract and fails to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such remedy that breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination that breach, provided that: (a) the thirty (30) day period only applies where a breach is capable of remedy - if it is incapable of remedy, the Contract may be terminated by written notice immediately; and (b) the parties agree that any failure to pay sums due under this Contract within the agreed payment terms shall constitute a material breach of this Contract.‌ 7.2 SOW(s). The SOW(s) shall commence in accordance with Clause 4.2 and shall terminate on completion of the Services or in accordance with this Clause 7.2.‌ (i) Either party shall be entitled to terminate any SOW(s) immediately by giving to the defaulting other party no later not less than sixty ninety (6090) days after days’ prior written notice, save in respect of any SOW(s) that vary the giving scope of the Default Notice, unless such Hosted Services. (ii) Either party shall be entitled to terminate any SOW(s) immediately by giving written notice to the other party if the other party commits any material breach cannot be cured of this SOW and fails to remedy that breach within thirty (30) days of written notice of that breach, provided that: (a) the thirty (30) day period only applies where a breach is capable of remedy - if it is incapable of remedy, the SOW may be terminated by written notice immediately; and (b) the defaulting party gives timely notice parties agree that any failure to pay sums due under any SOW within the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event agreed payment terms shall constitute a material breach of the dissolution or liquidation of the GroupSOW. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.

Appears in 1 contract

Samples: Contract

Term and Termination. a. Unless sooner 6.1 This Agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Effective Date and shall continue for the a period of 12 months (the "Initial Subscription Term") unless terminated earlier in accordance with its terms. Upon expiry of the Initial Subscription Term, this Agreement shall be automatically renewed for successive terms of 12 months (each a "Renewal Period"), unless: (a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this (b) otherwise terminated in accordance with the provisions of this Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the "Subscription Term". 6.2 Without affecting any other right or remedy available to it, the Supplier may terminate this Agreement shall remain in with immediate effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. b. This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of giving written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party if: (a) the Customer fails to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of pay any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate amount due under this Agreement on written notice the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; (b) the Customer commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or (c) the Customer repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the party involved in such proceedings. c. Upon any termination terms of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise . 6.3 Without affecting any other right or remedy at law available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if: (a) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Xxx 0000, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Xxx 0000; (b) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in equity. Termination connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (d) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; (e) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; (f) a person becomes entitled to appoint a receiver over the assets of the Agreement shall other party or a receiver is appointed over the assets of the other party; other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.discharged within 14 days;

Appears in 1 contract

Samples: Software as a Service Subscription Agreement

Term and Termination. a. Unless sooner terminated in accordance with the provisions of this Agreement, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. b. This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS GDSC may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.

Appears in 1 contract

Samples: Support Services Agreement (Gentle Dental Service Corp)

Term and Termination. a. Unless sooner The Agreement will start on the Effective Date and, unless terminated in accordance with the provisions of this Agreementearlier under its terms, this Agreement shall remain in effect will continue for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems12 months. After that, Inc. - Support Services the Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall will automatically be automatically renewed for a successive ten (10) year renewal terms 12-month term(s), unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. b. This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement by either party, Party notifies the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate in writing at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than least sixty (60) days after prior to the giving expiry of the Default Notice, unless such breach canthen-current term of its decision not be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. iirenew. MHS Either Party may terminate this Agreement upon one without cause on sixty (160) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on days written notice to the party involved other. In addition, either Party may terminate this Agreement immediately by written notice if the other (i) breaches the confidentiality terms of this Agreement; (ii) commits a material breach of any other terms and does not remedy that breach within 30 days of written notice to do so (iii) becomes or threatens to become Insolvent. If the Agreement is terminated, the authorizations and rights provided to Carahsoft under the Agreement will terminate, and each Party must comply with the other Party's requests to either remove or destroy all confidential and proprietary information in its possession. Neither of Vendor nor Carahsoft is deemed to have waived any rights existing at the time of termination. Notwithstanding anything to the contrary herein, if Vendor terminates this Agreement pursuant to this Section, Vendor agrees to fulfill its obligations for all outstanding quotes, proposals, and Orders, the foregoing of which shall continue to be governed by the terms of this Agreement, and Carahsoft will be responsible for payments of amounts owed to Vendor under such proceedings. c. Upon Order. Additionally, if there are any outstanding Orders that extend beyond the expiration or termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminateVendor will fulfill its obligations, and Group shall immediately vacate and surrender possession Carahsoft will be responsible for payment of amounts owed to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of Vendor under such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationOrder.

Appears in 1 contract

Samples: Cloud Purchasing Program Agreement

Term and Termination. a. Unless sooner terminated in accordance with 6.1 This agreement is agreed of indefinite term and it becomes effective on the provisions date of this Agreementacceptance of these Terms which is the date the Affiliate accesses Sales Portal for the first time, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. b. This Agreement and may be terminated by any of the followingupon termination notice as per this term 6.2. 6.2 The Present agreement may be terminated: i. In (i) at any time by either Party upon prior written notice of thirty (30) days, or (ii) immediately by either upon the event occurrence of a material breach of this Agreement the present agreement by either party, the other party shall have the right to cancel this Agreement by service that remains uncured for a period of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at breaching party receives written notice describing the election of breach in reasonable detail from the non-defaulting party upon breaching party; or (iii) immediately by either Party in the giving of a written notice event of termination to the defaulting party no later than sixty (60) days after the giving of the Default Noticeactivity of the other Party for any reason, unless bankruptcy or liquidation or other related process or (iv) immediately by VIVA PAYMENTS in the event that a competitor or a prospective competitor of VIVA PAYMENTS or any of its affiliates, acquires power or ability, directly or indirectly, to exercise any controlling influence over the Reseller Partner or Reseller Partner’s management, operations or policies, or (v) immediately in the occurrence of any Force Majeure event, if such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice event is immediately notified to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one continues for more than twenty (120) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment days that makes impossible for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination execute or properly discharge of its obligation under this Agreement, it or (vi) immediately by VIVA PAYMENTS, if VIVA PAYMENTS determines, in its sole discretion, that Reseller Partner’s business are detrimental to the achievement of VIVA PAYMENTS’s business objectives, or (vii) immediately upon written notice by VIVA PAYMENTS, if VIVA PAYMENTS has reasons to believe that there is understood and agreed that an alleged or actual violation by the right Reseller Partner of Group to occupy any laws, policies, guidelines, regulations, ordinances, VIVA PAYMENTS’s instructions, and/or orders of any governmental authority or regulatory body having jurisdiction over the Clinics and to use and possession subject matter hereof. 6.3 Each party should inform the other Party promptly in case any of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue events under the lawpar. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems(ii), Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation(iii), debt or liability which shall have previously accrued and remain to be performed upon the date of termination(iv), (v), (vi), (vii) occurred.

Appears in 1 contract

Samples: Reseller Partner Agreement

Term and Termination. a. Unless sooner A) This Agreement and the Supplements shall continue in effect until terminated by either party in accordance with this Section. B) This Agreement and the provisions Supplements shall terminate automatically upon the filing or institution of this Agreementbankruptcy, reorganization, liquidation or receivership proceedings by or against Publicis or Client. (i) Client may terminate this Agreement shall remain in effect and any or all Supplements for an initial term of -------------------------------------------------------------------------------- Mutual Health Systemsany reason on at least 90 days’ written notice to Publicis; provided however, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement that Client shall be automatically renewed obligated to pay Publicis for successive ten (10i) year renewal terms unless more than 180 days prior to all program costs through the end of the initial term or any renewal term either party gives 90 day termination notice period and (ii) if such termination is effective prior to the first anniversary of terminationthe hiring date of the Representatives in an applicable Supplement, a termination fee equal to *** of the remaining total Program cost as defined in the such Supplement. b. This Agreement may be terminated by any of the following: i. In the event of (ii) If one party commits a material breach of its obligations under this Agreement by either partyAgreement, the other party shall have the right to cancel may terminate this Agreement by service of and any or all Supplements upon written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party if the breaching party fails to cure such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionbreach within 30 days of written notice of the breach. ii. MHS may terminate (iii) If a change in applicable law renders performance of a material obligation of this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditorsunlawful, the other parties shall use their best efforts to negotiate an alternative arrangement. If such arrangement is not agreed to within 30 days, either party may immediately terminate this Agreement on written notice to the party involved in such proceedingsother party. c. Upon any (iv) If this Agreement is terminated pursuant to this Article 13, at Client’s request, the parties shall discuss in good faith an appropriate phaseout of Publicis’s Detailing activities. (v) The termination of this Agreement by Client under subclause (i) above or by Publicis under subclause (ii) above shall not affect Client’s obligation to pay any amount owed to Publicis under this Agreement, it including costs due from Publicis to third parties relating to Programs that are not cancellable through reasonable diligence and, if the termination is understood and agreed that made by Publicis under subclause (ii) above, severance costs relating to the right termination of Group Representatives (which severance costs shall not exceed 2 weeks of base salary if the termination is effective prior to occupy the Clinics and to use and possession first anniversary of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS effective date of the Clinicsapplicable Supplement, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon 3 weeks of base salary if the premises of termination is effective after such Clinicsfirst anniversary). The various rights and remedies herein provided termination of this Agreement shall be cumulative and in addition to not affect any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights obligations of either party under this Agreement which are intended by the parties to exercise survive such termination, including, but not limited to, those rights and obligations in Sections 3, 5, 8, 9, 12, 14, 16 and 17. (vi) Within ten business days following the termination of this Agreement or any Program, Publicis shall return to Client, at Client’s expense if such termination is by Client under subclause (i) above or by Publicis under subclause (ii) above (but otherwise at Publicis’ expense), all applicable Confidential Information, Product Promotional Materials, Product samples, marketing plans, forms, territory lists, reports and any and all other right tangible items provided to Publicis by Client or remedy at generated by Publicis pursuant to this Agreement, and Publicis shall destroy any computer files or images containing any of the foregoing, other than documents that Publicis is required to keep by law or in equityfor tax reasons. Termination of *** Certain information on this page has been omitted and filed separately with the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued Securities and remain Exchange Commission. Confidential treatment has been requested with respect to be performed upon the date of terminationomitted portions.

Appears in 1 contract

Samples: Professional Detailing Services Agreement (Somaxon Pharmaceuticals, Inc.)

Term and Termination. a. Unless sooner 16.1 This Agreement will commence on the Effective Date and, unless earlier terminated in accordance with the provisions of this Agreementas provided for below, this Agreement shall will remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systemsuntil December 31st, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term1998, this agreement and shall be automatically renewed renew for successive ten (10) one year renewal terms periods unless more than 180 days either party shall give written notice at least 90 day prior to the end of the initial term or any such renewal term either party gives dates notice of terminationits intent to terminate. b. This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS 16.2 Xxxxxxx may terminate this Agreement upon one (1) day's written notice in to Remarketer if Remarketer at any time fails to comply with the event of the dissolution or liquidation of the Groupcertification required under Section 2 hereof. iii16.3 Should either party commit a material breach of its obligations hereunder, the other party may, at its option, terminate this Agreement by giving at least thirty (30) days' prior written notice of termination, which notice shall identify and describe the basis for such termination. Upon institution If, prior to the expiration of any voluntary or involuntary bankruptcysuch period, reorganizationthe defaulting party cures such default, insolvency or receivership proceedingstermination shall not take place. 16.4 Should either party admit in writing its inability to pay its debts generally as they become due, or any make a general assignment for the benefit of creditors, or institute proceedings to be adjudicated a voluntary bankrupt, or consent to the filing of a petition of bankruptcy against it, or be adjudicated by a court of competent jurisdiction as bankrupt or insolvent; or should either party seek reorganization under any bankruptcy act, or consent to the filing of a petition seeking such reorganization; or should either party have a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such party's property or providing for the liquidation of such party's property or business affairs; then the other party may immediately may, at its option and without notice, terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationeffective immediately.

Appears in 1 contract

Samples: Remarketer Agreement (Celerity Systems Inc)

Term and Termination. a. Unless sooner terminated in accordance with the provisions 8.1 The initial term of this AgreementAgreement shall commence on June 30, 2006, and shall continue until June 30, 2007. Thereafter, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed renew for successive ten (10) one-year renewal terms unless more either party provides written notice of non-renewal and termination not less than 180 [**] days prior to the end of the initial term or any renewal term either party gives notice of terminationthen-current term. b. This Agreement may be terminated by any of the following: i. 8.2 In the event of that the parties are unable to agree on a material breach of this Agreement by either partyproposed modification to the Program Guidelines as provided in Section 7, the other party above, XXXX shall have the right to cancel option of terminating this Agreement by service of written notice effective immediately upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) LENDER, provided that XXXX does so within [**] days after the giving of the Default Noticeend of the [**] day period provided in Section 6 for the resolution of any differences. 8.3 To the extent permitted by applicable law, unless if either party should become subject to bankruptcy, receivership, or other proceedings affecting the rights of its creditors generally, the party becoming subject to such breach cannot proceedings will promptly notify the other party thereof, and this Agreement will be cured within thirty (30) days and deemed terminated immediately upon the defaulting party gives timely initiation of such proceedings without the need of notice to the other party party. 8.4 Termination shall be prospective only and shall not affect the obligations of the parties hereto which were incurred prior to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event termination or any of the dissolution warranties and indemnities contained herein or liquidation the provisions of Section 9 below (regarding confidentiality). Not less than [**] days prior to the Group. iii. Upon institution effective date of any voluntary or involuntary bankruptcytermination, reorganizationXXXX may, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written by additional notice to the party involved in Lender, terminate its obligation to assume the guaranty of all or any subset of otherwise qualifying Loans as to which a commitment to lend is made after the Lender's receipt of such proceedings. c. Upon any termination additional notice. In the absence of such additional notice XXXX will, subject to the terms and conditions of this Agreement, it assume the guaranty of all Loans as to which a commitment to lend is understood and agreed that made prior to the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the effective date of termination. In the event this Agreement terminates or expires and only one disbursement of a multi-disbursement loan has been made prior to that date, the other disbursement will also be guaranteed pursuant to the terms of this Agreement.

Appears in 1 contract

Samples: Guaranty Agreement (National Collegiate Student Loan Trust 2007-4)

Term and Termination. a. Unless sooner terminated 9.1 The Agreement is entered into for the Term specified in accordance with the provisions Agreement. No later than thirty (30) days prior to the Expiration Date of this the current Term of the Agreement, this one party shall notify the other per email or letter if it wishes to terminate the Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective upon its Expiration Date. Following In the initial termabsence of such notification, this agreement the Agreement shall be automatically renewed for an equal and successive ten Term which commence the day after the Expiration Date. 9.2 The Customer acknowledges that the following circumstances shall by operation of law give rise to termination of the Agreement within the meaning of this article unless CitizenLab waives this termination in writing and pursues the performance of the Agreement to which CitizenLab is entitled: - Insolvency of the Customer, such as bankruptcy. - Any material breach of articles 5-7. - Any other material breach of the provisions of the Agreement which Customer fails to remedy within fifteen (1015) year renewal terms unless more than 180 days prior of Customer being notified in writing of the breach by CitizenLab, such as, but not limited to, the non-payment of any pursuant to the end Agreement within the agreed payment term. The aforementioned period of fifteen (15) days does not apply if the infringement by the Customer constitutes a criminal offence, or if the infringement compromises the functionality, availability or integrity of the initial term or any renewal term either party gives notice of terminationServices. b. This Agreement may be terminated by any of the following: i. 9.3 In the event of termination of the Agreement: - CitizenLab shall make available all the Customer Data to the Customer for electronic retrieval for a material breach period of ninety (90) days. Thereafter CitizenLab shall retain the Customer Data only for the term referred to in the Data Processing Agreement, after which CitizenLab shall either anonymize the Customer Data or remove it from all its systems. Such removal shall be confirmed in writing by CitizenLab upon request of the Customer. - The Customer shall be encouraged and permitted to export, on an unrestricted basis, any and all user-generated data (incl. ideas, comments, proposals and user lists) via self-service means before the actual Expiration Date of the Agreement. - Upon the Expiration Date of the Agreement, the Customer shall lose all administrator and moderation rights and shall be revoked access to the back-office of the Services. - Without prejudice to article 8.5 and to the Service Level Agreement, no refunds of the amounts paid shall be granted to the Customer. 9.4 All sections of this Agreement which by either partytheir nature should survive termination, the other party shall have the right survive termination, including, without limitation, accrued rights to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Noticepayment, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Noticeconfidentiality obligations, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminatewarranty disclaimers, and Group shall immediately vacate and surrender possession to MHS limitations of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationliability.

Appears in 1 contract

Samples: Terms and Conditions

Term and Termination. a. Unless sooner 14.1 This Agreement shall, unless otherwise terminated as provided in accordance with this clause 14, commence on the provisions date of this AgreementAgreement and shall continue for the Initial Term and, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial termthereafter, this agreement shall be automatically renewed for successive ten periods of 12 months (10each a Renewal Period), unless: a) year renewal terms unless more than 180 days prior to either party notifies the other party of termination, in writing, at least 3 months before the end of the initial term Initial Term or any renewal term Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or b) the parties agree to any increase or decrease in the period of the Renewal Period; c) otherwise terminated in accordance with the provisions of this agreement; and the Initial Term together with any subsequent Renewal Periods shall constitute the Term. 14.2 Without affecting any other right or remedy available to it, either party gives notice of termination. b. This Agreement may be terminated terminate this agreement with immediate effect by any of the following: i. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of giving written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion.if: ii. MHS may terminate this Agreement upon one (1a) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate fails to pay any amount due under this Agreement agreement on written notice the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 days after being notified in writing to do so; c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; d) the other party involved suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such proceedingsprocess is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(d) to clause 14.2(j) (inclusive); or l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. c. Upon any 14.3 On termination of this Agreementagreement for any reason: a) all licences granted under this agreement shall immediately terminate and the Client shall immediately cease all use of the Services, it is understood the New Content and/or the Documentation; b) each party shall return and agreed make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; c) XXXX may destroy or otherwise dispose of any of the Client Data in its possession in accordance with clause 11.4(c), unless XXXX receives, no later than ten days after the date of this Agreement of the termination of this agreement, a written request for the delivery to the Client of the then most recent back-up of the Client Data. XXXX shall use reasonable commercial endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the right of Group to occupy the Clinics Client has, at that time, paid all fees and to use charges outstanding at and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in resulting from termination (whether or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy due at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination). The Client shall pay all reasonable expenses incurred by XXXX in returning or disposing of Client Data, unless previously agreed between the parties in accordance with a service exit plan; and d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

Appears in 1 contract

Samples: Software as a Service Agreement

Term and Termination. a. Unless sooner 18.1 This Agreement shall commence on the Commencement Date and each Service Specification shall commence on the Services Commencement Date and shall remain in full force for the Initial Term unless otherwise agreed by the Parties in writing or earlier terminated in accordance with the term of this Agreement. Thereafter, this Agreement and each Service Specification shall continue to automatically renew for a Subsequent Term, unless a Party gives written notice to the other Party, not later than ninety (90) days before the end of the Initial Term or the relevant Subsequent Term, to terminate this Agreement. 18.2 Additional termination provisions relating to a Service may be set out in the applicable Service Specification and shall apply to that Service only. 18.3 Without prejudice to any rights that the Parties have accrued under this Agreement or any of their respective remedies, obligations or liabilities, a Party may terminate this Agreement with immediate effect by giving written notice to the other Party if: (a) the Customer breaches its obligations in Clauses 6.7 and 6.8; (b) the Supplier commits a material breach of any material term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of forty five (45) days after being notified to do so; (c) the other Party breaches any of the terms of Clause 12, Clause 17 or Clause 22; or (d) the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986. 18.4 The Supplier may terminate the Subscription Services immediately on giving written notice to the Customer if the Customer repeatedly or obviously reports (or instructs the Supplier to report) incorrect use of the Subscription Services to the Supplier. 18.5 Termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination. 18.6 On termination of this Agreement for any reason: (a) the Supplier shall remain in effect for an initial term immediately cease provision of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty the Services; (40b) years after the Effective Date. Following Customer shall pay any and all invoices and sums due and payable up to and including the initial term, this agreement shall be automatically renewed for successive ten date of termination including (101) year renewal terms unless more than 180 days prior all remaining amounts owing up to the end of the initial term or Term (as applicable); (2) any renewal term either party gives notice of termination. b. This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements Licence Fees as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue set out under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.Clause 14.1; and

Appears in 1 contract

Samples: Master Services Agreement

Term and Termination. a. Unless sooner ‌ 16.1. This Agreement shall, unless otherwise terminated as provided in this clause 16, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 1 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at the commencement of any Renewal Period, in which case this Agreement shall terminate upon the expiry of that Renewal Period; or (b) otherwise terminated in accordance with the provisions of this Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 16.2. Without affecting any other right or remedy available to it, either party may terminate this Agreement shall remain in with immediate effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior by giving written notice to the end of other party if:‌ (a) the initial term or other party fails to pay any renewal term either amount due under this Agreement on the due date for payment and remains in default not less than 10 Business Days after being notified in writing to make such payment; (b) the other party gives notice of termination. b. This Agreement may be terminated by any of the following: i. In the event of commits a material breach of any other term of this Agreement by either party, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 Business Days after being notified in writing to do so; (c) the other party shall have repeatedly breaches any of the right to cancel terms of this Agreement by service in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of written this Agreement; (d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Xxx 0000 ;‌ (e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (f) a petition is filed, a notice upon is given, a resolution is passed, or an order is made, for or in connection with the defaulting winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (g) an application is made to court, or an order is made, for the "Default Notice"). In appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the event other party; (h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; (i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; (j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such breach process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not cured discharged within thirty 10 Business Days;‌ (30k) days after service any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the Default Noticeevents mentioned in clause 16.2(d) to clause 16.2(j) (inclusive); or (l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 16.3. On termination of this Agreement for any reason: (a) all licences granted under this Agreement shall immediately terminate at the election and you shall immediately cease all use of the non-defaulting Services and/or the Documentation; (b) each party upon the giving shall return and make no further use of a written notice any equipment, property, Documentation and other items (and all copies of termination them) belonging to the defaulting party other party; (c) we may destroy or otherwise dispose of any of the Customer Data in our possession unless we receive, no later than sixty (60) ten days after the giving effective date of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that a written request for the right of Group delivery to occupy the Clinics and to use and possession you of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS then most recent back-up of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon Customer Data. We shall use reasonable commercial endeavours to deliver the premises back-up to you within 30 days of our receipt of such Clinics. The various rights a written request, provided that you have, at that time, paid all fees and remedies herein provided shall be cumulative charges outstanding at and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one resulting from termination (whether or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy due at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination). You shall pay all reasonable expenses incurred by us in returning or disposing of Customer Data; and (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

Appears in 1 contract

Samples: Terms of Service

Term and Termination. a. Unless sooner 16.1 This Agreement shall commence on the date of subscription for the Services by the Customer and shall continue for the initial subscription term of 12 months (”Initial Subscription Term”). Thereafter, this Agreement shall be automatically and without any further action renewed for additional successive periods of 12 months each (each a “Renewal Period”, and together with the Initial Subscription Term – the ”Term”). Notwithstanding the foregoing, this Agreement: (a) may be terminated by either party, with prior written notice to the other party of at least 60 days before the end of the Initial Subscription Term or the Renewal Period (as applicable), in which case this Agreement shall terminate upon the expiry of such applicable Initial Subscription Term or Renewal Period (as applicable); or (b) may otherwise be terminated in accordance with the provisions of this Agreement. 16.2 Notwithstanding the foregoing, and without prejudice to any other rights or remedies to which the parties may be entitled under this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systemsand/or any applicable law, Inc. - Support Services either party may immediately terminate this Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior without liability to the end of other if: (a) the initial term or any renewal term either other party gives notice of termination. b. This Agreement may be terminated by any of the following: i. In the event of commits a material breach of any of the terms of this Agreement by either party, and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing of the breach; and/or (b) if the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty i) becomes insolvent, (30ii) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any makes an assignment for the benefit of creditors, (iii) files or has filed against it a petition in bankruptcy or seeking reorganization, (v) has a receiver appointed, or (vi) institutes any proceedings for the liquidation or winding up. 16.3 Upon termination or expiration of this Agreement for any reason whatsoever: (a) all rights granted to Customer under this Agreement shall immediately terminate; (b) the Customer shall immediately cease any use of the Services; (c) all outstanding Services Fees will immediately become due and payable by Customer; (d) each party shall return and make no further use of any Confidential Information (and all copies of them) belonging to the other party may immediately terminate this Agreement on written notice to party; and (e) the party involved in such proceedings. c. Upon Company shall destroy any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furnitureCustomer Data in its possession (if any). For the avoidance of doubt, fixturesany provision expressly stated to survive or implicitly surviving termination or expiration, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release be affected or discharge either party from any obligation, debt prejudiced by such termination or liability which shall have previously accrued and remain to be performed upon the date of terminationexpiration.

Appears in 1 contract

Samples: Software as a Service (Saas) Agreement

Term and Termination. a. Unless sooner 14.1. This Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Commencement Date specified in the Contract Order Form and shall continue until the expiration, or earlier termination, of the Subscription Terms of all Subscriptions. 14.2. Each Subscription shall commence on the date set out on the Contract Order Form or Schedule and shall continue for the Initial Subscription Term. Thereafter, the Subscription shall automatically renew for successive periods of 12 months (or such other period as specified in the applicable Contract Order Form or Schedule) (each a “Renewal Period”), unless either party terminates with not less than thirty (30) days’ written notice prior to the end of the Initial Subscription Term or relevant Renewal Term or otherwise terminates in accordance with the provisions of this Agreement. The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”. Without a Renewal Period in place, Customer’s access and use of the Service shall automatically terminate. 14.3. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support and/or the Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior without liability to the end of other at any time with immediate effect upon written notice if the initial term or any renewal term either party gives notice of termination. b. This Agreement may be terminated by any of the followingother party: i. In the event of a a) is in material breach of any of its obligations under this Agreement by either partyand/or Schedule or Contract Order Form and, in the other party shall have the right case of a breach which is capable of remedy, fails to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event remedy such breach is not cured within thirty (30) days after service following notice of the Default Noticebreach; or b) voluntarily files a petition under bankruptcy or insolvency law; shall have a receiver or administrative receiver appointed over it or any of its assets; or if the other party shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction; or c) Customer objects with reasonable grounds to the appointment of a sub- processor pursuant to clause 8.8. 14.4. After the initial period as defined in the Contract Order Form, Customer may terminate a Subscription with three (3) months’ written notice, provided that Customer shall pay an early termination fee in an amount equal to the number of months remaining in the then current Initial Subscription Term or Renewal Period multiplied by the monthly Subscription Fees as set out in such Contract Order Form, Schedule or price list. 14.5. SmarterPay may, at its discretion, give Customer no less than six (6) months’ notice or such notice as will expire at the end of the then current Subscription Term that it intends to discontinue the Service or Application. In that event, Customer will be entitled to receive a reimbursement of monies that have been paid to SmarterPay pro rata in relation to the remaining part of the Subscription Period if any extends beyond the expiry of such notice. 14.6. On termination of this Agreement and/or the Services for any reason: a) Customer’s rights of use granted under this Agreement for the relevant Services shall immediately terminate at and Customer shall immediately cease the election use of the non-defaulting party upon Services, Documents and Applications; b) Customer shall: (i) in the giving of a written notice case of termination of the Agreement, promptly pay all monies due or to become due under this Agreement to the defaulting effective date of termination, including any fees in respect of early termination pursuant to clause 14.4; and (ii) in the case of termination of certain Services only where the Agreement and remaining valid Subscriptions will continue in full force and effect, promptly pay all monies due or to become due, including any fees in respect of early termination pursuant to clause 14.4; c) each party shall return and make no further use of any equipment, property, Software, Services and Documentation and other items (and all copies of them) belonging to the other party. d) Subject always to SmarterPay’s legal obligation to retain records, SmarterPay may destroy or otherwise dispose of any of Customer Data in accordance with its data retention policies. If SmarterPay receives, no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and after the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event effective date of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that a written request for the right of Group delivery to occupy the Clinics and to use and possession Customer of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS then most recent back-up of the ClinicsCustomer Data, furniture, fixtures, furnishings, equipment SmarterPay shall deliver the back-up to Customer. Customer shall pay all reasonable fees and leasehold improvements as well as all other materials and supplies then located expenses incurred by SmarterPay in or upon returning the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationCustomer Data.

Appears in 1 contract

Samples: Master Agreement

Term and Termination. a. Unless sooner terminated in accordance with 6.1. Following the provisions Initial Term (or any extension thereof), the term of this Agreement, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed extended for successive ten additional six (106) year renewal terms month periods unless more than 180 either party provides the other with written notice at least thirty (30) days prior to the end of the initial then-current term or that it does not intend to extend the current term. The Initial Term plus all extensions thereof may be referred to as the “Term.” Notwithstanding anything herein to the contrary, Client shall not provide to DebtResolve, and DebtResolve shall not be required to process, any renewal term either party gives Debtor Account Information first provided following any notice of terminationan intent not to renew pursuant to this Section 6.1 or a notice to terminate pursuant to Section 6.2. b. This Agreement may be terminated by any 6.2. Client acknowledges that DebtResolve has extended to Client special introductory pricing and other terms during the Initial Term. Each of the following: i. In parties acknowledges and agrees to negotiate in good faith during the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service day period immediately prior to the end of the Default NoticeInitial Term revised pricing and terms for the balance of the Term following the Initial Term. Notwithstanding anything herein to the contrary, in the event the parties cannot reach mutually agreeable pricing and terms for the period following the Initial Term, either party may terminate this Agreement shall immediately terminate at following the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty Initial Term by providing ten (6010) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely prior written notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionother. ii6.3. MHS Either Party may terminate this Agreement upon one (1) day's written notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate materially breaches any of the material terms of this Agreement on written notice Agreement. Prior to any termination, however, the non-breaching Party will notify the breaching party involved in such proceedings. c. Upon any termination writing of all outstanding deficiencies and/or complaints, and the breaching party will have (i) thirty (30) (or, in the event of a payment default under Section 5 of this Agreement, it is understood and agreed that five (5)) calendar days (the right of Group “Cure Period”), to occupy cure such deficiencies or complaints or begin to do so in good faith. If the Clinics and to use and possession of breaching Party cures all such deficiencies or complaints within the furnitureCure Period, fixtures, furnishings, equipment and leasehold improvements shall terminatethe material breach will be deemed corrected, and Group the non-breaching Party shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may not be entitled to pursue under terminate this Agreement. Immediately upon termination or expiration of the law. The exercise of one or more of Term, (a) Client agrees to: (i) stop using the Customized Solution and any and all related documentation (not including reports provided to Client hereunder) and to return all such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party documentation to exercise DebtResolve; (ii) return to DebtResolve any other right Intellectual Property or remedy at law Confidential Information of DebtResolve, and (iii) if so requested, certify in writing that it has complied with the foregoing; and (b) DebtResolve agrees to: (i) stop using the Client Trademarks and Client Copyrightable Materials; (ii) return to Client any other Intellectual Property or Confidential Information of Client, and (iii) if so requested, certify in equitywriting that it has complied with the foregoing. Termination or expiration of the this Agreement shall not release effect Client’s obligation to make payment of all Fees or discharge either party from any obligation, debt or liability which shall have previously accrued and remain other costs related to be performed upon a period prior to the effective date of terminationsuch termination or expiration or otherwise in accordance with their terms to the extent any Fee obligation may arise following any such termination or expiration.

Appears in 1 contract

Samples: License Agreement (Debt Resolve Inc)

Term and Termination. a. 14.1 Unless sooner previously terminated in accordance with its terms, after the provisions Effective Date, this License Agreement shall remain in place until the 10th anniversary date. Upon expiration of this Agreement, the Licensee may use the license granted under this Agreement in respect of the Licensed Facility and gasification capacity under this Agreement.. 14.2 Any of the following rights and obligations of Licensee or Licensor shall remain in effect for an initial term survive the termination of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty this License Agreement: (40i) years after the Effective Date. Following the initial term, this agreement such termination shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days not relieve either Party of any obligation or liability accrued hereunder prior to the end termination; (ii) such termination shall not affect in any way the then existing licenses, rights and powers granted or agreed to be granted by, or obligations of the initial term or any renewal term either party gives notice Parties under Section 7 (Improvement and Development); (iii) such termination shall not affect the obligations of terminationthe Parties under Section 4 (Price), Section 8 (Confidential Information and Non-Disclosure), Section 12 (Confidential Information Enforcement), Section 15 (Allocation of Risk of Loss; Limitation of Liability), Section 17 (Publicity) and Section 21 (Dispute Resolution). b. This Agreement may be terminated by any of 14.3 If there are unreasonable delays in the following: i. In the event fulfilment or substantial incorrect fulfilment of a material breach of Party's obligations pursuant to this Agreement by either partyLicense Agreement, the other party Party shall have the right to cancel terminate this License Agreement by service of written notice upon giving the defaulting party (the "Default Notice"). In the event such breach is not cured within Party at least thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a prior written notice of termination the intent to terminate. Said prior written notice shall specify the default in performance. The defaulting party no later than sixty Party shall (60i) notify the other Party within fifteen (15) days after receiving the giving of written notice that it can either cure the Default Notice, unless such breach cannot be cured default in performance within the thirty (30) days and or if such default is not capable of cure within said period then (ii) promptly arrange a meeting between the defaulting party gives timely notice Parties to discuss extension of the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. iidate. MHS may terminate this Agreement upon one (1) day's notice in In the event the Parties cannot agree to extend the cure date or the default is not cured by the mutually agreed extended due date, then the non-defaulting Party can terminate the License Agreement on the extended cure due date or seventy-five (75) days after the first notice of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice intent to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationwhichever occurs last.

Appears in 1 contract

Samples: Joint Venture Agreement (Synthesis Energy Systems Inc)

Term and Termination. a. Unless sooner 8.1 This Contract. This Contract is formed (and becomes legally binding) when the parties complete and sign the Order Form. This Contract shall commence on the Effective Date and shall continue unless and until terminated by either party in accordance with the provisions of this Agreement, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty Clause 8. (40i) years after the Effective Date. Following the initial term, this agreement Either party shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior entitled to terminate this Contract on expiry of the Minimum Term specified in the Order Form and each subsequent anniversary of the First Payment Date by giving to the end of the initial term or any renewal term either other party gives notice of terminationnot less than ninety (90) days’ prior written notice. b. This Agreement may (ii) Either party shall be terminated entitled to terminate this Contract immediately by giving written notice to the other party if the other party commits any of the following: i. In the event of a material breach of this Agreement by either party, the other party shall have the right Contract and fails to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such remedy that breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination that breach, provided that: (a) the thirty (30) day period only applies where a breach is capable of remedy - if it is incapable of remedy, the Contract may be terminated by written notice immediately; and (b) the parties agree that any failure to pay sums due under this Contract within the agreed payment terms shall constitute a material breach of this Contract. 8.2 SOW(s). The SOW(s) shall commence in accordance with Clause 4.2 and shall terminate on completion of the Services or in accordance with this Clause 8.2.‌‌ (i) Either party shall be entitled to terminate any SOW(s) immediately by giving to the defaulting other party no later not less than sixty ninety (6090) days after days’ prior written notice, save in respect of any SOW(s) that vary the giving scope of the Default Notice, unless such Hosted Services. (ii) Either party shall be entitled to terminate any SOW(s) immediately by giving written notice to the other party if the other party commits any material breach cannot be cured of this SOW and fails to remedy that breach within thirty (30) days of written notice of that breach, provided that: (a) the thirty (30) day period only applies where a breach is capable of remedy - if it is incapable of remedy, the SOW may be terminated by written notice immediately; and (b) the defaulting party gives timely notice parties agree that any failure to pay sums due under any SOW within the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event agreed payment terms shall constitute a material breach of the dissolution or liquidation of the GroupSOW. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.

Appears in 1 contract

Samples: Contract

Term and Termination. a. Unless sooner terminated in accordance with the provisions 18.1 The initial term of this Agreement, this Agreement shall remain in effect expire after two (2) Contract Years, unless sooner terminated as provided herein. Thereafter this Agreement shall renew automatically for an initial term additional terms of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty one (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (101) year renewal terms each unless more terminated by notice as set forth herein not less than 180 one hundred eighty (180) days prior to the end expiration date of the initial or any additional term or any renewal term either party gives notice of terminationunless otherwise terminated as provided herein. b. This 18.2 Either party may terminate this Agreement may be terminated by written notice to the other party upon the occurrence of any of the following:following events: (i) the other party files a voluntary petition in bankruptcy or for similar relief; (ii) an involuntary petition in bankruptcy is filed against the other party and is not dismissed within sixty (60) days of filing; (iii) a receiver is appointed for the other party, and if involuntarily appointed is not dismissed within sixty (60) days; or (iv) the other party makes an assignment for the benefit of creditors. i. In 18.3 Either party may terminate this Agreement by written notice if the event of a other party fails to substantially comply with any material breach terms or conditions of this Agreement by either party, the other party shall have the right and fails to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event cure such breach is not cured default within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after receipt of written notice from the giving non-defaulting party specifying the nature of the Default Notice, unless such breach candefault and stating an intent to terminate if the default is not be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. iitime period. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the This right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided termination shall be cumulative and in addition without prejudice to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law available to the non-defaulting party. 18.4 Neither party shall be liable to the other or in equity. Termination to any third party by reason of the rightful termination or expiration of this Agreement as provided herein. 18.5 In the event Connected Systems accepts any order for Products after the termination or expiration of this Agreement, the terms and conditions of this Agreement will apply to such order as if it were still in effect. 18.6 Upon termination or expiration of this Agreement, Buyer shall have the right to dispose of any inventory of Products then in Buyer's possession and to license any associated Software for use in connection therewith as provided herein. 18.7 Termination or expiration of this Agreement shall not release or discharge relieve either party from of such obligations as are intended to survive termination or expiration, including but not limited to Sections 9.2, 10.9, 11, 13, 14, 15, 16, 17, 18.5, 18.6, 21, and 22, which will survive termination or expiration for any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationreason.

Appears in 1 contract

Samples: Oem Purchase Agreement (Vodavi Technology Inc)

Term and Termination. a. Unless sooner terminated in accordance with the provisions of this Agreement, this Agreement shall remain in effect for an initial 8.1 The term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. b. This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement will commence upon the date of signature and will remain in full force and effect until December 31, 2017 unless terminated earlier as provided for in this Clause 8. 8.2 Either party may terminate this Agreement at any time on the material or persistent breach by either party, the other party shall have the right to cancel of any obligation on its part under this Agreement by service of serving a written notice upon on the defaulting party (other identifying the "Default Notice")nature of the breach. In The termination will become effective thirty days after receipt of the event such breach is not cured within written notice unless during the relevant period of thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after remedies the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely forthwith by written notice to the other party party. 8.3 Notwithstanding anything to the contrary herein, this Agreement will automatically terminate if the Agreement between PUBLISHER and THE LIBRARY terminates for any reason. THE LIBRARY shall make reasonable endeavours not to cause the Agreement between PUBLISHER and THE LIBRARY to terminate. 8.4 Further notwithstanding anything to the contrary herein, upon a material or persistent breach by the Sub-Licensee, on-line access to the RSC DATABASE shall be terminated. All other rights will be automatically terminated, except for such rights of action as will have accrued prior to such effect termination and promptly undertakes appropriate steps to effect any obligation which expressly or impliedly continue in force after such cure and pursues such action to conclusiontermination. ii. MHS may terminate 8.5 Upon termination of this Agreement upon one (1) day's notice in by the event Sub-Licensee due to a material or persistent breach by THE LIBRARY, THE LIBRARY will reimburse the Sub-Licensee a pro rata proportion of the dissolution or liquidation then remaining Fee for the unexpired period of the GroupAgreement. iii. 8.6 Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination expiry of this Agreement, it is understood THE LIBRARY will use all reasonable efforts to procure that PUBLISHER provides the Sub-Licensee and agreed that its Authorised Users with access to the right of Group to occupy the Clinics and to use and possession PDF forms of the furnitureJournals which were published for the first time and paid for during the term of this Agreement, fixtureseither by continuing online access free of charge to the same material on the PUBLISHER’s server, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession or access to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon Inhouse Journals on the premises of such ClinicsScientific Electronic Library server. The various rights Sub-Licensee and remedies herein provided Authorised Users shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under exercise the lawnon-exclusive rights granted herein in relation to such RSC DATABASE in accordance with the terms and conditions set forth herein. The exercise rights granted in this clause will terminate immediately in respect of one or more any RSC DATABASE which the PUBLISHER ceases to have the right to publish. For avoidance of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair doubt access to the rights of either party to exercise any other right or remedy at law or in equity. Termination HTML forms of the Agreement Journals or the Databases shall not release be provided by PUBLISHER or discharge either via the third party from any obligation, debt secure server on expiry or liability which shall have previously accrued and remain to be performed upon the date of termination.

Appears in 1 contract

Samples: Sub Licence Agreement

Term and Termination. a. Unless sooner 8.1 This Agreement will be effective as of the Effective Date, and shall thereafter continue to be in full force and effect: (a) In case of a Perpetual License - unless earlier terminated in accordance with the provisions of this Agreement; (b) In case of a Recurring On-Premises License - until the expiration of the then- current term of the Recurring On-Premises License, unless earlier terminated in accordance with the provisions of this Agreement; or (c) In case of a SaaS License - until the expiration of the then-current Subscription Term, unless earlier terminated in accordance with the provisions of this Agreement. 8.2 Either party may terminate this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systemsthe event the other party materially breaches this Agreement, Inc. - Support Services Agreement 15 forty (40) years after by sending the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end other party a written notice of the initial term or any renewal term either alleged material breach and intention to terminate if the breach is not cured. If the breaching party gives notice fails to cure such breach within fourteen (14) days of terminationreceipt of such notice, the other party may, by written notice, terminate this Agreement. b. 8.3 This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement either party by either partywritten notice, if the other party shall have becomes insolvent, ceases to do business as a going concern, makes an assignment, composition or arrangement for the right benefit of its creditors, or admits in writing its inability to cancel pay debts, or if proceedings are instituted by or against it in bankruptcy under applicable insolvency laws, or for receivership, administration, winding-up or dissolution (other than in the course of a solvent reorganization or restructuring approved by the other party to this Agreement by service of written notice upon Agreement), provided such proceedings are not dismissed within sixty (60) days from the defaulting party initiation thereof. (a) Notwithstanding anything to the "Default Notice"). In contrary herein contained, End User's failure to pay, for any reason, the event such breach is not cured applicable fees for the Recurring On-Premises License or for the SaaS License (as the case may be) within thirty (30) days after service from the due date for payment, shall entitle Priority Software to forthwith suspend End User's right to use the Software under the applicable License or (at Priority Software's sole discretion) until payment has been made in full, without thereby derogating from other rights and remedies afforded to Priority Software under this Agreement and/or under any applicable law. (b) End User shall be entitled to terminate the term of the Default NoticeRecurring On- Premises License or of the Subscription Term (as the case may be) for any reason (or for no reason) by written notice to Priority Software to that effect, to be received by Priority Software not later than the end of the then-current Quarter, in which event the effective date of termination shall be the end of the following Quarter (e.g., written termination notice is received by Priority Software by December 31st, whereby the effective date of termination shall be March 31st). 8.5 Upon expiration or termination for any reason of this Agreement, the following will apply: (a) The License granted to End User hereunder shall terminate on the effective date of expiration or termination; (b) Each party shall return to the other party any Confidential Information in tangible form obtained in connection with this Agreement shall immediately terminate at from the election other party, as set out in Section 7.7 above; (c) In case of the non-defaulting party upon the giving of a written notice of termination SaaS License, End User will lose all access to the defaulting party no later than sixty (60) days after Content. Notwithstanding the giving foregoing, for a period of the Default Notice, unless such breach cannot be cured within thirty (30) days from the effective date of termination of the License, Priority Software will provide End User, upon End User’s written request, with a reasonable opportunity to download its Content (at End User's cost and expense). Priority Software reserves the defaulting party gives timely notice right to permanently delete any Content that may be obtained by, or contained in, the Software at any time following said thirty (30) day period, and End User agrees to waive any legal or equitable rights or remedies it may have against Priority Software with respect to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionContent that is deleted in connection thereto. ii. MHS may terminate this Agreement upon one (1d) day's notice in the event of the dissolution Expiration or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge derogate from rights and obligations accrued prior to the effective date of expiration of termination, and shall not relieve End User from its obligation to pay fees that remain unpaid and shall not limit either party from pursuing other available remedies, provided that Priority Software's total liability shall be limited as set out in Section 5 above. 8.6 The provisions of Sections 1, 2.4, 3, 4.3, 4.4, 5, 6, 7, 8.5, 8.6 and 10 through and including 13, shall survive the expiration or termination of this Agreement for any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationreason.

Appears in 1 contract

Samples: End User License Agreement

Term and Termination. a. Unless sooner terminated This Agreement will be in accordance with full force and effect beginning on the provisions earlier of this Agreementthe start date of the first Order Form entered into hereunder and the date you first access or otherwise use the Software, this Agreement shall and will remain in effect for until this Agreement is terminated pursuant to this Section. Termination of a specific Order Form will not affect the effectiveness of this Agreement or any other Order Form. Unless indicated otherwise in an initial term of -------------------------------------------------------------------------------- Mutual Health SystemsOrder Form, Inc. - Support Services Agreement 15 forty (40) years after each Order Form shall be valid from the Effective Date. Following earliest start date therein through the initial termend date therein (the “Initial Term”), this agreement and shall be automatically renewed renew for additional successive ten twelve (1012) year month terms (each, a “Renewal Term”), unless either party provides notice of non-renewal terms unless more no less than 180 thirty (30) days prior to the end of the initial term then-current Initial Term or any renewal term Renewal Term, as applicable. If either party gives notice of termination. b. This Agreement may be terminated by any of the following: i. In the event of commits a material breach of this Agreement by either partyAgreement, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event and such breach is has not been cured within thirty (30) days after service receipt of the Default Noticewritten notice thereof, this Agreement shall immediately terminate at the election of the non-defaulting breaching party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcyAgreement, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party except that Harness may immediately terminate this Agreement and/or terminate or suspend Customer’s use of and access to the Software associated with Customer’s account upon Customer’s breach of Section 1.2 (Restrictions on Use) or Section 2.1 (Payment). Additionally, Harness may temporarily suspend access to the Software if Customer’s use poses a security risk or adversely impacts Harness’s business. Either party may also terminate this Agreement upon written notice if (a) the other party suspends payment of its debts or experiences any other insolvency or bankruptcy-type event or (b) there are no Order Forms or SOWs then in effect. Upon expiration or termination of an Order Form, for any reason, all rights granted to Customer with respect to such Order Form shall terminate and Customer shall destroy any copies of the party involved in Software and Documentation provided under such proceedings. c. Order Form within Customer’s possession and control. Upon any termination of this Agreement, it is understood and agreed each Receiving Party will return or destroy, at the Disclosing Party’s option, the Disclosing Party’s Confidential Information in the Receiving Party’s possession or control. All payment obligations that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements have accrued as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to expiration or termination, any other rights or obligations that by their nature should survive, and remedies the parties may be entitled to pursue under the law. The exercise of one Sections 1.2, 1.3, 1.4, 1.6, 2, 3, 4, 5, 6.2 and 7 through 11, will survive any expiration or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationtermination hereof.

Appears in 1 contract

Samples: Harness Subscription Terms

Term and Termination. a. Unless sooner terminated in accordance with The initial term of this Agreement will begin on the provisions of “Effective Date,” which is the date on which your Membership Services begin pursuant to this Agreement, as confirmed by the Company following its receipt of a copy of the Agreement executed by you and your Membership Fee; provided that upon the Company’s receipt of the executed Agreement and the Membership Fee, the Company retains the option, in its sole discretion, not to confirm the effectiveness of this Agreement shall remain in effect for an (e.g., due to limitations on the number of Members) and to return your Membership Fee payment to you. Unless this Agreement is otherwise terminated as provided herein, the initial term of -------------------------------------------------------------------------------- Mutual Health Systemsthis Agreement will be for one (1) year, Inc. - Support Services Agreement 15 forty (40) years after commencing on the Effective Date. Following Date (the initial term“Initial Year”), this agreement shall be and the Agreement will automatically renewed renew for successive ten one (101) year renewal terms periods (each, a “Renewal Year”), unless more either party notifies the other party in writing, not less than 180 days thirty (30) days’ prior to the end expiration of the initial term Initial Year or any renewal term either party gives notice a Renewal Year (as applicable) of termination. b. This that party’s desire not to renew this Agreement. Unless the Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement by either partyis sooner terminated, the other party shall have Company will bill you, or charge your credit card on file, for any Renewal Year before the right beginning of that year. You agree to cancel this Agreement by service of written notice upon pay the defaulting party Membership Fee for each Renewal Year (or pay the "Default Notice"). In the event such breach is not cured initial installment for that year, as applicable) within thirty (30) days after service following invoicing. Failure to pay the invoiced amount in a timely manner may result in termination of the Default Notice, this Agreement. Either party may also terminate this Agreement shall immediately terminate at the election of the non-defaulting party any time for any reason upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely days’ prior written notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. iiparty, delivered in the manner set forth in Section 4 of the Additional Terms section of the Handbook. MHS may If you terminate this Agreement, you will be refunded the pro-rata portion of any paid portion of your annual Membership Fee, minus an administrative fee of two hundred dollars ($200) (“Administrative Fee”). Except as provided below, if the Company terminates this Agreement, you will be refunded the pro-rata portion of any paid portion of your annual Membership Fee, and no Administrative Fee will be due. Any pro-rated refund will be based on the number of days remaining in your Membership term (or payment period, as applicable). In the event of your death, this Agreement upon one (1) day's notice will immediately terminate. However, in the event that your Physician becomes unavailable for an extended period of time, the dissolution Company may seek to identify a replacement Physician as your Physician (at least temporarily) and not terminate this Agreement, in which case you will be entitled to terminate the Agreement and obtain a pro-rated refund as provided above, or liquidation continue the Agreement if the Company finds a replacement physician or practice team. The Company will not be considered to be in breach of the Group. iii. Upon institution of this Agreement for any voluntary failure or involuntary bankruptcyany delay in fulfilling its obligations hereunder caused, reorganizationin whole or in part, insolvency directly or receivership proceedingsindirectly, by fires, natural disasters, strikes, government orders or directives, terrorist activities, health care emergencies or pandemics, or any assignment other circumstance beyond the reasonable control of the Company. In no event will the Company be liable for consequential, incidental or special damages, or any other direct or indirect damages whatsoever regardless of the benefit form of creditorsaction, even if the Company has been advised or should have been aware of the possibility of such damages. In no event will the Company’s liability to you for any claim, whether in contract, tort or any other party may immediately terminate theory of liability, exceed the Membership Fees paid by you. Each Party agrees that electronic signatures obtained through a standard click-through process, whether digital or encrypted, of the Parties included in this Agreement on written notice are intended to authenticate this writing and shall have the party involved in such proceedings. c. Upon any termination of same force and effect as manual signatures. I have read and understand this Agreement, it is understood including the Handbook, and agreed that the right of Group agree to occupy the Clinics and to use and possession all of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinicsterms. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.Member Signature: Xxxxxxxx CCPHP LLC Printed Name: By: Date: Its:

Appears in 1 contract

Samples: Membership Agreement

Term and Termination. a. Unless sooner 14.1 This agreement shall, unless otherwise terminated as provided in accordance with the provisions of this Agreementclause 14, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after commence on the Effective Date. Following Date and shall continue for the initial termInitial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive ten periods of 12 months (10each a Renewal Period), unless: (a) year renewal terms unless more than 180 either party notifies the other party of termination, in writing, at least 60 days prior to before the end of the initial term Initial Subscription Term or any renewal term Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (b) otherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 14.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party gives notice of termination. b. This Agreement may be terminated by any of terminate this agreement without liability to the followingother if: i. In (a) the event of other party commits a material breach of any of the terms of this Agreement by either agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or (b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or (c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party shall have or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the right to cancel this Agreement by service Insolvency Act 1986); or (d) a receiver is appointed of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service any of the Default Noticeother party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or (e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or (f) the other party ceases, or threatens to cease, to trade; or (g) there is a change of control of the other party within the meaning of section 840 of the Income and Corporation Taxes Xxx 0000; or (h) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. 14.3 On termination of this Agreement agreement for any reason: (a) all licences granted under this agreement shall immediately terminate at terminate; (b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the election other party; (c) the Supplier may destroy or otherwise dispose of any of the non-defaulting party upon Customer Data in its possession unless the giving of a written notice of termination to the defaulting party Supplier receives, no later than sixty (60) ten days after the giving effective date of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreementagreement, it is understood and agreed a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the right of Group to occupy the Clinics Customer has, at that time, paid all fees and to use charges outstanding at and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in resulting from termination (whether or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy due at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and (d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

Appears in 1 contract

Samples: Software as a Service (Saas) Subscription Agreement

Term and Termination. a. Unless sooner terminated in accordance with the provisions of this Agreement, this Agreement shall remain in effect for an initial 8.1 The term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. b. This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement will commence upon the date of signature and will remain in full force and effect until December 31, 2017 unless terminated earlier as provided for in this Clause 8. 8.2 Either party may terminate this Agreement at any time on the material or persistent breach by either party, the other party shall have the right to cancel of any obligation on its part under this Agreement by service of serving a written notice upon on the defaulting party (other identifying the "Default Notice")nature of the breach. In The termination will become effective thirty days after receipt of the event such breach is not cured within written notice unless during the relevant period of thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after remedies the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely forthwith by written notice to the other party party. 8.3 Notwithstanding anything to the contrary herein, this Agreement will automatically terminate if the Licence Agreement between Xxxxx Xxxxxx Verlag KG and the Library terminates for any reason, the Library shall make reasonable endeavours not to cause the Licence Agreement between Xxxxx Xxxxxx Verlag KG and the Library to terminate. 8.4 Further notwithstanding anything to the contrary herein, upon a material or persistent breach by the Sub-Licensee, on-line access to the THIEME Chemistry Package Database shall be terminated. All other rights will be automatically terminated, except for such rights of action as will have accrued prior to such effect termination and promptly undertakes appropriate steps to effect any obligation which expressly or impliedly continue in force after such cure and pursues such action to conclusiontermination. ii. MHS may terminate 8.5 Upon termination of this Agreement upon one (1) day's notice in by the event Sub-Licensee due to a material or persistent breach by the Library, the Library will reimburse the Sub-Licensee a pro rata proportion of the dissolution or liquidation then remaining Fee for the unexpired period of the GroupAgreement. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any 8.6 On termination of this Agreement, it is understood the Library will use all reasonable efforts to procure that Xxxxx Xxxxxx Verlag KG provides the Sub-Licensee and agreed that its Authorised Users with access to the right of Group to occupy the Clinics and to use and possession full text of the furnitureTHIEME Chemistry Package Database which was published and paid for during the term of this Agreement, fixtures, furnishings, equipment either by continuing online access via the publisher’s server or by supplying the electronic files in a medium and leasehold improvements shall terminate, format agreed between the the Library and Group shall immediately vacate Xxxxx Xxxxxx Verlag KG to the Sub-Licensee without charge. Continuing archival access is subject to the terms and surrender possession to MHS conditions of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises use of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationthis Licence.

Appears in 1 contract

Samples: Sub Licence Agreement

Term and Termination. a. Unless sooner 15.1 The right for the Customer’s Authorised Users to access the Software granted by this agreement shall, unless otherwise terminated as provided in this clause 15, commence on the creation of the first iplicit environment which is typically the Sandbox or such other date as identified in the Order Form, and shall continue for the Initial Subscription Term and, thereafter, this agreement can be renewed for successive periods of 12 months (each a Renewal Period), unless: Order Form stipulates an expiry date of the Initial Subscription Term and no right to renew; or either party notifies the other party, in writing, at least 90 days before the end of the Initial Subscription Term or at any time during any Renewal Period, that automatic renewal will not apply, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or upon the expiration of the 90 days’ notice if such expiration occurs during a Renewal Period; or otherwise terminated in accordance with the provisions of this Agreementagreement 15.2 Without prejudice to any other rights or remedies to which the parties may be entitled, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, either party may terminate this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior with immediate effect without liability to the end of other if: the initial term or any renewal term either other party gives notice of termination. b. This Agreement may be terminated by any of the following: i. In the event of commits a material breach of any of the terms of this Agreement by either agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party shall have or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the right to cancel this Agreement by service Insolvency Act 1986); or a receiver is appointed of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service any of the Default Noticeother party’s assets or undertaking, this Agreement shall immediately terminate at the election or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the non-defaulting party upon other party, or if any other person takes possession of or sells the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to other party’s assets; or the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution makes any arrangement or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedingscomposition with its creditors, or any assignment makes an application to a court of competent jurisdiction for the benefit protection of creditors, its creditors in any way; or the other party ceases, or threatens to cease, to trade; or the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. 15.3 Subject to clause 15.4, the Customer may immediately terminate this Agreement on written notice at any time during the Implementation Period and prior to the party involved in such proceedings. c. Upon any termination Go Live Sign Off Date serve on iplicit a notice of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.less than ten

Appears in 1 contract

Samples: Software as a Service Agreement

Term and Termination. a. Unless sooner terminated in accordance with the provisions of this AgreementExcept as set forth herein, this Agreement shall remain in effect will become effective on the Effective Date below. Customer authorizes and agrees to use ACUTRAQ as its exclusive provider of screening services and related products and services for an initial a minimum term of -------------------------------------------------------------------------------- Mutual Health Systemsthirty-six (36) months, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement which it shall be automatically renewed renew for successive one (1) year terms automatically. Customer may terminate the renewal upon a thirty (30) day written notice via certified mail, fax, or email before the renewal effective date. The Customer is responsible for paying any outstanding invoices upon termination date. ACUTRAQ may terminate this Agreement for cause upon ten (10) year renewal terms unless more than 180 days prior written notice to the Customer. ACUTRAQ may immediately terminate this Agreement for misuse of the Services or information provided thereunder. Either party may terminate this Agreement if the other party materially breaches this Agreement and such breaching party fails to cure the breach or implement a plan of action that is mutually acceptable to the parties to cure such breach, within ten (10) days after receipt of written notice from the non-breaching party specifying in reasonable detail the nature of the breach. If this agreement is terminated by the Customer before the end of the initial term or any renewal term either party gives notice of termination. b. This Agreement may be terminated by any agreement, Customer agrees to pay ACUTRAQ an early termination penalty in the amount equal to 50% of the following: i. In average prior invoices times the event of a material breach of this Agreement by either party, months remaining on the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice")agreement. In the event such breach is not cured Termination penalty must be paid within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iiilast invoice. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood the following shall apply: (a) the parties shall cooperate to effect an orderly, efficient, effective and agreed that the right of Group to occupy the Clinics and to use and possession expeditious termination of the furniture, fixtures, furnishings, equipment activities hereunder; (b) ACUTRAQ shall return to Customer any and leasehold improvements all Customer furnished items delivered by Customer to ACUTRAQ hereunder; (c) ACUTRAQ shall terminatehave no obligation to perform any services hereunder after the effective date of the termination; (d) Customer shall pay to ACUTRAQ any service fees or other amounts payable for the services performed hereunder prior to the effective date of the termination; and (e) the parties' respective rights and obligations under this paragraph, and Group shall immediately vacate and surrender possession to MHS of the Clinicscovenants contained in this Agreement which, furnitureby their terms, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies require performance by the parties may be entitled to pursue under after the law. The exercise expiration or termination of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the this Agreement shall not release survive and be enforceable notwithstanding the expiration or discharge either party from termination of this Agreement for any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationreason whatsoever.

Appears in 1 contract

Samples: Service Agreement

Term and Termination. a. Unless 7.1 This Agreement shall be effective on the Execution Date and shall expire at 11:59 p.m. the last day of Contract Year 4 (the “Term”), unless sooner terminated as provided herein. (a) Either party may terminate this Agreement, immediately upon written notice to the other party (i) if such other party is in accordance material breach of any of its obligations under the Agreement and fails to cure such breach within thirty (30) business days (twenty (20) business days for any breach relating to the nonpayment of money) after written notice thereof to such other party, or (ii) if such other party is insolvent or makes any arrangement with its creditors generally, or has a receiver appointed for all or a substantial part of its business of properties, or an insolvency, bankruptcy or similar proceeding is brought by or against such other party and involving such other party which is not dismissed within sixty (60) business days of its institution, or if such other party goes into liquidation or otherwise ceases to function as a going concern. (b) Notwithstanding Section 7.2(a), in the event that Smart Sand fails to provide the Commencement Notice on or before March 15, 2018, or such Commencement Notice states that (i) the Van Hook Basin Facility will not be operational on or before April 1, 2018, or (ii) Smart Sand will not have on or before April 1, 2018 sufficient railcars available for the shipment of Products from its Oakdale facility to the Van Hook Basin Facility, Buyer may terminate this Agreement effective ***after providing written notice of such termination to Smart Sand; provided, however, that if Smart Sand provides written notice (the “Cure Notice”) to Buyer during such *** notice period that the Van Hook Basin is operational and/or Smart Sand has obtained sufficient railcars, as the case may be, such termination shall be deemed null and void and this Agreement shall continue in full force and effect, and the Commencement Date shall be automatically (and without further notice or consent of Smart Sand or Buyer) adjusted from April 1, 2018 to the date that the Cure Notice is sent to Buyer. The termination right set forth in this Section 7.2(b) shall be Buyer’s sole and exclusive remedy in the event that (1) Smart Sand fails to provide the Commencement Notice on or before March 15, 2018, or (2) on or before April 1, 2018, the Van Hook Basin Facility is not operational or Smart Sand does not have sufficient railcars available for the shipment of Products from its Oakdale facility to the Van Hook Basin Facility, in each case subject to cure as set forth in this Section 7.2(b). Except as set forth in Section 7.4(b), neither Smart Sand nor Buyer shall incur any penalty or have any liability whatsoever for termination pursuant to this Section 7.2(b). (c) If an excusable delay set forth in Section 9 continues for a period of at least ***, then the party not claiming excusable delay may, at its option, immediately upon written notice to the other party, elect to terminate this Agreement. (d) Either party may terminate this Agreement at any time and for any reason upon providing at least 90 days prior written notice to the other party. (e) Notwithstanding Section7.2(a), if Buyer purchases in excess of *** of Replacement Products under Section 4.2 during the first half or the second half of any given Contract Year due solely to shipment delays caused by Smart Sand’s willful misconduct or gross negligence, then Buyer may, at its option, immediately upon written notice to Smart Sand, elect to terminate this Agreement. The termination right set forth in this Section 7.2(e) shall be Buyer’s sole and exclusive remedy with respect to the foregoing shipment delays. Except as set forth in Section 7.4(b), neither Smart Sand nor Buyer shall incur any penalty or have any liability whatsoever for termination pursuant to this Section 7.2(e). (f) After Buyer has purchased (and paid for in full) at least *** under this Agreement, Buyer may terminate this Agreement at any time upon providing at least 30 days prior written notice to Smart Sand. 7.3 Subject to Section 7.4 below, in the event of termination of this Agreement as provided in Section 7.2, this Agreement shall immediately become void and there shall be no liability or obligation on the part of any party hereto; provided, that (i) any such termination shall not relieve any party from liability for any willful breach of this Agreement or any fraud, (ii) the provisions of this AgreementSection 7.3 (Effect of Termination) and Sections 1.4 (Deferrals), 2.3 (Payments), 2.4 (Credit/Collections), 7.3 (Survival), 7.4 (Termination Payments), 7.5 (Damages),, 8 (Confidentiality), 10 (Limitation of Liability), 12 (Notices), 13 (Resolution of Disputes), 15 (Taxes) and 16 (Miscellaneous) of this Agreement shall remain in full force and effect and survive any termination of this Agreement. Upon termination, Smart Sand shall have no further obligations to pay any costs for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior any Replacement Products. 7.4 Notwithstanding anything to the end of the initial term or any renewal term either party gives notice of termination. b. This Agreement may be terminated by any of the followingcontrary in Section 7.3: i. (a) In the event of a material breach of Buyer terminates this Agreement by either partypursuant to Section 7.2(a) or Section 7.2(f), the other party Buyer shall have the right pay to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured Smart Sand, within thirty (30) days after service of the Default Noticeeffective date of termination, all amounts due and owing to Smart Sand for Products delivered by Smart Sand prior to the effective date of termination, all other amounts due and owing to Smart Sand under this Agreement shall immediately terminate (including without limitation all railcar usage and storage costs, taxes, transportation costs, rail charges, fuel surcharges, collection costs (including court costs and expenses related thereto), attorneys’ fees and expenses, and interest) and all other amounts payable by Buyer that have accrued but remain unpaid at the election effective date of termination, net of any Quarterly Prepayments and other prepayments invoiced and paid during all Contract Years of the non-defaulting party upon Term that have not been applied towards reducing the giving of a written notice of termination amount payable by Buyer for any Products; (b) In the event Buyer terminates this Agreement pursuant to the defaulting party no later than sixty (60Section 7.2(b) days after the giving of the Default Noticeor Section 7.2(e), unless such breach cannot be cured Buyer shall pay to Smart Sand, within thirty (30) days of the effective date of termination, all amounts due and the defaulting party gives timely notice owing to Smart Sand for Products delivered by Smart Sand prior to the effective date of termination, all other party amounts due and owing to such effect Smart Sand under this Agreement (including without limitation all railcar usage and promptly undertakes appropriate steps to effect such cure storage costs, taxes, transportation costs, rail charges, fuel surcharges, collection costs (including court costs and pursues such action to conclusionexpenses related thereto), attorneys’ fees and expenses, and interest) and all other amounts payable by Buyer that have accrued but remain unpaid at the effective date of termination. ii. MHS may terminate (c) In the event Buyer terminates this Agreement pursuant to Section 7.2(d), then Buyer shall pay to Smart Sand, within thirty (30) days of the effective date of termination, an amount equal to: (i) all amounts due and owing to Smart Sand, including without limitation, amounts due for Products delivered by Smart Sand prior to the effective date of termination, railcar usage and storage costs, taxes, transportation costs, rail charges, fuel surcharges, collection costs (including court costs and expenses related thereto), attorneys’ fees and expenses, interest, and all other amounts payable by Buyer that have accrued but remain unpaid at the effective date of termination; plus (ii) an amount equal to: *** In the event Buyer has purchased an amount of Products under this Agreement during the period commencing on the Commencement Date and ending on the last day of the quarter in which the effective date of termination occurs (the “Purchase Period”) in excess of the aggregate amount of Products required to be purchased under this Agreement during the Purchase Period, then the amount set forth in Section 7.4(c)(ii)(D) shall be automatically reduced by an amount equal to $*** multiplied by the positive difference between the amount of Products purchased during the Purchase Period and *** . (d) In the event Smart Sand terminates this Agreement pursuant to Section 7.2(a), Buyer shall pay to Smart Sand, within thirty (30) days of the effective date of termination, an amount equal to: (i) all amounts due and owing to Smart Sand, including without limitation, amounts due for Products delivered by Smart Sand prior to the effective date of termination, railcar usage and storage costs, taxes, transportation costs, rail charges, fuel surcharges, collection costs (including court costs and expenses related thereto), attorneys’ fees and expenses, interest, and all other amounts payable by Buyer that have accrued but remain unpaid at the effective date of termination; plus (ii) an amount equal to: *** In the event Buyer has purchased an amount of Products under this Agreement during the Purchase Period in excess of the aggregate amount of Products required to be purchased under this Agreement during the Purchase Period, then the amount set forth in Section 7.4(d)(ii)(D) shall be automatically reduced by an amount equal to $*** multiplied by the positive difference between the amount of Products purchased during the Purchase Period and *** (e) In the event that either party terminates this Agreement pursuant to Section 7.2(c), Buyer shall pay to Smart Sand, within thirty (30) days of the effective date of termination, all amounts due and owing to Smart Sand, including without limitation, amounts due for Products delivered by Smart Sand prior to the effective date of termination, railcar usage and storage costs, taxes, transportation costs, rail charges, fuel surcharges, collection costs (including court costs and expenses related thereto), attorneys’ fees and expenses, interest, and all other amounts payable by Buyer that have accrued but remain unpaid at the effective date of termination. (f) In the event Smart Sand terminates this Agreement pursuant to Section 7.2(d), Smart Sand shall pay to Buyer, within thirty (30) days of the effective date of termination, an amount equal to the difference between (i) *** and (ii) all amounts due and owing to Smart Sand under this Agreement (including without limitation all railcar usage and storage costs, taxes, transportation costs, rail charges, fuel surcharges, collection costs (including court costs and expenses related thereto), attorneys’ fees and expenses, and interest) and all other amounts payable by Buyer that have accrued but remain unpaid at the effective date of termination, net of any Quarterly Prepayments and other prepayments invoiced and paid during all Contract Years of the Term that have not been applied towards reducing the amount payable by Buyer for any Products; provided, however, that to the extent that the amount of Quarterly Prepayments and other prepayments invoiced and paid during all Contract Years of the Term that have not been applied towards reducing the amount payable by Buyer for any Products exceeds all other amounts due and owing to Smart Sand under this Section 7.4(f)(ii) (the “Excess Prepayment), then, in addition to paying the amount set forth in Section 7.4(f)(i), Smart Sand shall pay to Buyer the Excess Prepayment. In the event Buyer has purchased an amount of Products under this Agreement during the Purchase Period in excess of the aggregate amount of Products required to be purchased under this Agreement during the Purchase Period, then the amount set forth in Section 7.4(f)(i)(D) shall be automatically reduced by an amount equal to $*** multiplied by the positive difference between the amount of Products purchased during the Purchase Period and *** 7.5 The parties agree that quantifying losses arising from termination of this Agreement are inherently difficult to measure and have therefore negotiated the provisions set forth above for the express purpose of avoiding any later disagreement regarding the quantum of damages. The parties further stipulate that the agreed mechanism for calculating damages is not a penalty, but rather a reasonable measure or forecast of damages based upon one (1) day's notice the parties’ experience in the event frac sand industry and given the nature of the dissolution losses that may result from a breach or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.

Appears in 1 contract

Samples: Master Product Purchase Agreement (Smart Sand, Inc.)

Term and Termination. a. Unless sooner terminated The Service is pre-paid and all fees associated with the Service are non refundable. HSPS DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL MONTHS OF USE OF THE SERVICE. You may cancel your subscription to the Service at anytime, which will be effective immediately upon notice to HSPS. If you wish to cancel your subscription to the Service, you may do so by contacting HSPS, or otherwise as instructed. Should you elect to cancel your subscription to the Service, please note that You will not be issued a refund for any charged and paid fees. It is your responsibility to keep your contact and payment information current. You explicitly authorize HSPS to continue billing your credit card on file unless and until you cancel your subscription to the Service, and in the event that HSPS is unable to collect fees from your credit card for any reason, You remain responsible for any uncollected amounts in accordance with Section 2 above. Notwithstanding anything to the provisions of this Agreementcontrary contained herein, HSPS may terminate this Agreement and the Service at any time and for any reason. This Agreement shall commence on the date of availability of the Services and will remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty contract as stipulated on the Registration Form (40) years after the Effective Date“Initial Term”). Following Upon the initial termexpiration of the Initial Term, this agreement shall be Agreement will automatically renewed renew for successive ten (10) year renewal terms unless more than 180 days prior equal in duration to the end of Initial Term at the initial term or any renewal term then current fees, unless Customer specifically terminates the Service. If either party gives notice of termination. b. This Agreement may be terminated by any of the following: i. In the event of a is in material breach of this Agreement by either partyAgreement, the other party shall have the right is entitled to cancel terminate this Agreement by service of for cause after having given the breaching party a written notice upon of no less than thirty (30) days, if the defaulting breaching party has not remedied the breach to the satisfaction of the other party. The rights and obligations in Sections 2, 3, 8, 10-12 and 18-19 shall stay in full force and effect after termination of this Agreement. You agree and acknowledge that HSPS has no obligation to retain the Uploaded Data, and may delete such Uploaded Data in accordance with HIPAA data retention policies, without prior notice (the "Default Notice"). In the event i) if You have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach is has not been cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written days’ notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty or (30ii) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this AgreementAgreement for any reason. If You and/or User request HSPS to assist in restoring Uploaded Data that has been deleted in accordance with this paragraph, it HSPS will determine whether such recovery is understood possible and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of payment, at HSPS’s standard rates, for such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationwork.

Appears in 1 contract

Samples: Terms and Conditions

Term and Termination. a. Unless sooner terminated in accordance with the provisions of this Agreement, this Agreement 22.1 This agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after commence on the Effective Date. Following the initial termUnless terminated earlier in accordance with this clause 22, this agreement shall be continue in force for the Initial Term and thereafter shall automatically renewed renew for successive ten and consecutive twelve (1012) year renewal terms unless more than 180 days prior to month periods (each an “Extended Term”). The agreement will automatically renew at the end of each Extended Term, unless the initial term Customer gives written notice to Altinet, not later than ninety (90) calendar days before expiry of the Initial Term or the relevant Extended Term, to terminate this agreement. Altinet may decline to renew this Agreement or any renewal term either part of the Services for any additional Extended Term and shall endeavour to give the Customer at least 60 calendar days’ notice of such cancellation in advance of the commencement of any affected Extended Term. 22.2 Without prejudice to any rights that have accrued under this agreement or any of its rights or remedies and subject to clause 23, the Customer may terminate this agreement immediately on written notice to Altinet within the first 20 Business Days of the Initial Term. In the event of termination by the Customer under this sub-clause 2, Altinet will use commercial endeavours to return any pre-paid and unearned fees including where possible any fees for third party gives notice software which Altinet may be able to recover. Unless otherwise agreed, Altinet shall hold on trust for the Customer any such refunds or reimbursements from third parties that it is able to acquire; provided that on any such termination the Customer shall, without prejudice to any accrued rights or obligations as at that time, be obliged to pay the remainder of any and all outstanding Charges up until the date of termination. b. This Agreement 22.3 Without prejudice to any other right or remedy available to it, and subject to clause 23, either party may be terminated terminate this agreement with immediate effect by any of the following: i. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of giving written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion.if: ii. MHS may terminate this Agreement upon one (1a) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate fails to pay any amount due under this Agreement agreement on written notice the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment; (b) the other party involved in such proceedings. c. Upon commits a material breach of any termination term of this Agreement, it agreement and (if such breach is understood and agreed remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; (c) the right of Group to occupy the Clinics and to use and possession other party breaches any of the furnitureterms of clause 20; (d) the other party suspends, fixturesor threatens to suspend, furnishingspayment of its debts, equipment and leasehold improvements shall terminateor is unable to pay its debts as they fall due or admits inability to pay its debts, and Group shall immediately vacate and surrender possession or is deemed unable to MHS pay its debts within the meaning of section 123 of the ClinicsInsolvency Act 1986; (e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all or makes a proposal for or enters into any compromise or arrangement with its creditors other materials and supplies then located in or upon than for the premises sole purpose of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any a scheme for a solvent amalgamation of that other rights and remedies the parties may be entitled to pursue under the law. The exercise of party with one or more other companies or the solvent reconstruction of that other party; (f) a petition is filed, a notice is given, a resolution is passed, or an order is made for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (g) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given, or an administrator is appointed, over the other party; (h) the holder of a qualifying floating charge over any of the assets of that other party has become entitled to appoint or has appointed an administrative receiver; (i) a person becomes entitled to appoint a receiver over any of the assets of the other party or a receiver is appointed over any of the assets of the other party; (j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such rights process is levied or remedies shall -------------------------------------------------------------------------------- Mutual Health Systemsenforced on or sued against, Inc. - Support Services Agreement 16 the whole or any part of the other party's assets and such attachment or process is not impair discharged within 14 days; (k) any event occurs, or proceeding is taken, with respect to the rights other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of either the events mentioned in clause 3(d) to clause 22.3(i) (inclusive); (l) the other party suspends or ceases, or threatens to exercise suspend or cease, carrying on all or a substantial part of its business; or (m) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 22.4 Without prejudice to any other right or remedy available to it, and subject to clause 23: (a) the Customer may terminate this agreement with immediate effect by giving written notice to Xxxxxxx if: (i) Altinet commits a series of breaches of this agreement which are each individually not material but which occur sufficiently often within a sufficiently short period to have, in aggregate, the effect of being a material breach; or (ii) Altinet breaches any of the terms of clause 11 or clause 13; or 22.5 The party not affected by a continuing Force Majeure Event may terminate this agreement in accordance with clause 1. 22.6 Either party may terminate this agreement in accordance with clause 4. 22.7 Any provision of this agreement which expressly or by implication is intended to come into or continue in force on or after expiry or termination of this agreement shall remain in full force and effect. 22.8 Expiry or termination of this agreement for any reason shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at law expiry or termination. 22.9 On expiry or termination of this agreement for any reason: (a) Altinet shall immediately cease provision of the Set-Up Services, Managed Services and Maintenance Services but may provide Transition Services for a further period in accordance with clause 2; (b) (subject to clause 11) each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party and the Customer shall cease to use any IP address licensed to the Customer by Altinet; and (c) if Altinet receives, no later than ten days before the effective date of the expiry or termination of this agreement for any reason, a written request for the delivery to the Customer of the most recent backup of the Customer Data, Altinet shall use reasonable commercial endeavours to deliver the backup to the Customer within 30 days, or such longer time period as may be reasonable in the circumstances, of its receipt of such a written request in the format stored, or in equity. Termination a format as otherwise reasonably requested by the Customer at the cost of the Agreement shall Customer, provided that the Customer has at that time paid all fees and charges outstanding at (and including any resulting from) expiry or termination (whether or not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon due at the date of expiry or termination). Once the agreement has expired or Altinet has, at the Customer's request, delivered to the Customer the most recent backup of the Customer Data (as applicable), Altinet shall (subject to clause 11) promptly expunge from Xxxxxxx's System and otherwise destroy or dispose of all of the Customer Data in its possession or control. The Customer shall pay all reasonable costs and expenses incurred by Altinet in returning and disposing of Customer Data and expunging it from Altinet's System. 22.10 Without prejudice to any of its other rights, Altinet shall be entitled to suspend the supply of the Managed Services or any service under this agreement where Altinet has a right to terminate the agreement or any particular service. Such suspension shall be without waiver of any rights, nor shall Altinet be liable for any losses suffered by the Customer in relation to such suspension so long as that suspension is in accordance with any other right of Altinet to terminate the agreement or any part thereof. 22.11 If a party is required by any law, regulation, or government or regulatory body (Regulatory Requirement) to retain any documents or materials which it would otherwise be obliged to return or destroy under clause 9(c), it shall notify the other party in writing of such retention, giving details of the documents or materials that it must retain. Clause 21 shall continue to apply to any such retained documents and materials for as long as any such requirement continues in force, subject to any disclosure mandated by any Regulatory Requirement.

Appears in 1 contract

Samples: Terms and Conditions

Term and Termination. a. Unless sooner 14.1 This Licence shall begin when you register for an Instructor Account and shall continue unless terminated in accordance with the provisions of this Agreement, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of terminationLicence. b. This Agreement 14.2 Either party may be terminated by any of the following: i. In the event of a material breach of terminate this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice Licence upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a days' written notice of termination to the defaulting other party. 14.3 Without limiting its other rights or remedies, either party no later than sixty (60) days after the may terminate this Licence with immediate effect by giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely written notice to the other party if the other party: (a) commits any continuing or material breach of any of the provisions of this Licence and, if the breach is capable of remedy, fails to remedy the same within 30 days of receipt of written notice giving full particulars of the breach and the action required to remedy such breach; (b) repeatedly breaches any of the terms of this Licence in a manner inconsistent with an intention or ability to give effect and promptly undertakes appropriate steps to effect such cure and pursues such action the terms of this Licence; (c) makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, scheme of arrangement, receivership, administration, liquidation or winding up, is unable to conclusionpay its debts when due or otherwise becomes or suffers or is the subject of a distraint, writ of control or warrant of control, event of insolvency or event of bankruptcy or any similar process or event, whether in the United Kingdom or otherwise (an "Insolvency Event"); or (d) the other party ceases or threatens to cease to carry on all or substantially the whole of its business. ii. MHS 14.4 Without limiting our other rights or remedies, we may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on Licence with immediate effect by giving written notice to you if you fail to pay any amount due under this Licence on the party involved due date for payment and remains in default not less than 14 days after being notified in writing to make such proceedingspayment. c. Upon any termination of this Agreement14.5 Without limiting our other rights or remedies, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession we may suspend provision of the furniture, fixtures, furnishings, equipment MuveLive Service under this Licence if: (a) we reasonably believe that you are about to become subject to an Insolvency Event; (b) you fail to pay any amount due to us on the due date for payment; (c) we are dealing with a technical problem or making technical changes; or (d) updating the MuveLive Service to reflect changes in relevant laws and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationregulatory requirements.

Appears in 1 contract

Samples: Instructor Licence Agreement

Term and Termination. a. Unless sooner terminated in accordance with This Agreement shall come into farce from the provisions date of this Agreement, this Agreement its signatures by the Parties and shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Datefarce until it is terminated as described below. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. b. This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement either Party by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within giving thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a calendar days' prior written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party Party. The PROVIDER agrees to such effect have the COMPOUNDS analyzed, bioprofiled and promptly undertakes screened, as described before, for a minimum time of twelve (12) months to secure the continuity of the appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice research in the event EU- OPENSCREEN NETWORK. lf the termination should occur for any reason, the RECIPIENT will discontinue its use of the dissolution or liquidation COMPOUNDS and will, 'upbn direction of the Group. iiiPROVIDER, destroy any remaining material. Upon institution However, aliquots sent to SCREENING PARTNER SITES as part of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession copies of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession EU-OPENSCREEN COMPOUND COLLECTION will not be destroyed due to MHS practical limitations. Use of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon COMPOUNDS by the premises of such ClinicsSCREENING PARTNER SITE will !hus terminate when the remaining aliquots have been used. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination termination of the Agreement shall not release or discharge affect the rights of either party from any obligation, debt or liability Party which shall have previously been accrued and remain prior to be performed upon the date of terminationtermination and shall not relieve either Party from its obligations which may have arisen during the term thereof. Default termination takes place upon depletion of the COMPOUNDS submitted by the PROVIDER and U'rci. tq é l such COMPOUNDS as requested by the RECIPIENT is not feasible, however, the paragraphs pertaining to Lia Jli!ie;· and Warranties and Choice of Law and Venue shall notwithstanding survive the termination of this Agreement. ·'fk• paragraph pertaining to Confidentiality will survive the termination of this Agreement as stated herein. Nothing contained in this Agreement shall be interpreted as conferring any right to use in advertising, publicity, or other promotional aclivilies any name, trade name, trademark, or other designation by either Party (including any contraction, abbreviation or simulation thereof), without prior written approval.

Appears in 1 contract

Samples: Material Transfer Agreement

Term and Termination. a. Unless sooner terminated in accordance with the provisions of this Agreement, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days --------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 prior to the end of the initial term or any renewal term either party gives notice of termination. b. This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty thirty (6030) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. --------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.

Appears in 1 contract

Samples: Support Services Agreement (Mutual Health Systems Inc)

Term and Termination. a. Unless sooner terminated This Agreement shall be effective for the term January 6, 2017 through January 6, 2020 (the “Term”), and may be extended thereafter by mutual agreement of the parties in accordance with writing; provided, however, that the provisions termination of this Agreement, this Agreement shall remain in effect for an initial term not relieve either party of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days any obligation of such party accrued prior to such termination hereunder. In particular, the end provisions hereof relating to rights in patents and ownership of the initial term or any renewal term either party gives notice of property shall survive such termination. b. This Notwithstanding the foregoing, this Agreement may be terminated by either party at any time upon 180 days advance written notice to the other party; provided, however, that Sponsor may also terminate this Agreement pursuant to Section 2(a). Upon receipt of notice of early termination by Sponsor, the University shall use reasonable efforts promptly to limit or terminate any outstanding commitments prior to the effective termination date. All allowable costs associated with such termination and up through the date of termination, shall be reimbursed by Sponsor, including non-cancelable commitments, such as, where applicable, committed salary and benefits [**] for personnel shall be non-cancelable commitments. In case of such termination, such amounts for such non-cancellable obligations shall be the limits of the following:Sponsor’s liability for payments to the University hereunder. i. In the event c. If Sponsor breaches its obligation of a material breach of this Agreement by either party, the other party shall have the right payment and fails to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event remedy such breach is not cured within thirty (30) days after service receipt of notice in writing of such breach, then if such payment breach is not remedied in such thirty (30) day period, the Default NoticeUniversity may, in addition to any other remedies that the University may have at law or in equity, terminate this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a by sending written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equitySponsor. Termination of the Agreement shall not release or discharge either party for material breaches will be effective from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationnotice to Sponsor and does not affect any of University’s other rights under this Agreement.

Appears in 1 contract

Samples: Corporate Sponsored Research Agreement (Inozyme Pharma, Inc.)

Term and Termination. a. Unless sooner 15.1 This Agreement shall become effective as set forth in the preamble to this Agreement and shall, unless terminated in accordance with Section 15.2 below, remain in force until six (6) months after all Car Model Assignment and License Agreements entered into between the provisions Parties have expired or been terminated. 15.2 Either Party shall be entitled to terminate this Agreement with immediate effect in the event; (a) the other Party commits a material breach of the terms of this Agreement, this Agreement shall remain which has not been remedied within sixty (60) days from written notice from the other Party to remedy such breach (if capable of being remedied); (b) the other Party should become insolvent or enter into negotiations on composition with its creditors or a petition in effect bankruptcy should be filed by it or it should make an assignment for an initial term the benefit of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty its creditors; or (40c) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end other Party commits a material breach of the initial term or any renewal term either party gives notice terms of termination. b. This an executed Car Model Assignment and License Agreement may being of such nature that it also has to be terminated by any of the following: i. In the event of considered a material breach of this Agreement by either partyAgreeement, which has not been remedied within sixty (60) days from written notice from the other party Party to remedy such breach (if capable of being remedied). 15.3 For avoidance of doubt, either Party not paying the Fee, without legitimate reasons for withholding payment, shall have be considered a material breach for the right purpose of this Agreement. 15.4 Each executed Car Model Assignment and License Agreement shall become effective as set forth therein and shall, unless terminated in accordance with Sections 15.5-15.6 below or as set out in each such Car Model Assignment and License Agreement, or partly cancelled in accordance with Sections 15.7-15.8 below, remain in force during the validity of the license period of the license granted to Polestar under such Car Model Assignment and License Agreement or as set out in each such Car Model Assignment and License Agreement. 15.5 Either Party shall be entitled to terminate each executed Car Model Assignment and License Agreement with immediate effect in the event; (a) the other Party commits a material breach of the terms of such Car Model Assignment and License Agreement, which has not been remedied within sixty (60) days from written notice from the other Party to remedy such breach (if capable of being remedied); or (b) if the other Party should become insolvent or enter into negotiations on composition with its creditors or a petition in bankruptcy should be filed by it or it should make an assignment for the benefit of its creditors. 15.6 Polestar is entitled to terminate each executed Car Model Assignment and License Agreement with immediate effect in case Volvo Cars in relation to such Car Model Assignment and License Agreement acts in breach of what is set forth in Sections 9.1 and/or 9.2 and has not within sixty (60) days from written notice from Polestar to remedy such breach (if capable of being remedied), taken necessary measures and/or remedy such incompliance, delay, fault or defect and after such issue has been escalated in accordance with the escalation principles set out in Section 18.1. 15.7 Polestar shall in addition be entitled to cancel this any delivery of Volvo Technology and/or Polestar Technology by Volvo Cars under each executed Car Model Assignment and License Agreement by service of written notice for convenience upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to Volvo Cars. In such event, Volvo Cars shall, upon request from Polestar, promptly make available in the party involved in such proceedingsData Room (if applicable) any and all parts of the Volvo Technology and/or the Polestar Technology which have been finalised for delivery on the effective date of the cancellation. c. Upon 15.8 In the event Polestar cancels any delivery in accordance with Section 15.7 above, the Fee shall, instead of what is set out in each executed Car Model Assignment and License Agreement, correspond to the part of the Fee that relate to (i) Volvo Technology and Polestar Technology existing at the execution of this Car Model Assignment and License Agreement, (ii) Volvo Cars’ costs for the work performed under each such executed Car Model Assignment and License Agreement up, until and including the effective date of the cancellation, including the xxxx-up otherwise applied to calculate the Fee for the Volvo Technology and the Polestar Technology and (iii) any other proven costs Volvo Cars has incurred. 15.9 For avoidance of doubt, termination of this AgreementAgreement terminates all Car Model Assignment and License Agreements, it is understood whereas termination of one Car Model Assignment and agreed that License Agreement does not automatically affect the right validity of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to this Agreement nor any other rights Car Model Assignment and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationLicense Agreements.

Appears in 1 contract

Samples: Framework Assignment and License Agreement (Polestar Automotive Holding UK LTD)

Term and Termination. a. Unless sooner terminated 7.1 In SBC ILLINOIS, the Effective Date of this Agreement shall be May 1, 2005. 7.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and will remain in effect for three (3) years after the Effective Date and continue in full force and effect, thereafter until (i) superseded in accordance with the provisions requirements of this section or (ii) terminated pursuant to the requirements of this section. No earlier than one-hundred eighty (180) days before the expiration of the term, either Party may request that the Parties commence negotiations to replace this Agreement with a superseding agreement by providing the other Party with a written request to enter into negotiations 7.3 Notwithstanding any other provision of this Agreement either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or materially breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section shall take effect immediately upon delivery of written notice to the Party that failed to cure such material nonperformance or material breach within forty-five (45) days after written notice thereof. 7.4 If, upon termination of this Agreement other than pursuant herein, the Parties are negotiating a successor agreement, during such period each Party shall continue to perform its obligations and provide the services described herein that are to be included in the successor agreement until such time as a successor agreement becomes effective; provided, however, that if the Parties are unable to reach agreement prior to the termination of this Agreement, either Party has the right to submit this matter to the Commission for resolution. Until a successor agreement is reached or the Commission resolves the matter, whichever is sooner, the terms, conditions, rates and charges stated herein will continue to apply, subject to a true-up based on the Commission action or the new agreement, if any. 7.5 If MCIm requests renegotiations pursuant to Section 7.2, MCIm shall provide a written request to commence negotiations with SBC ILLINOIS under Sections 251/252 of the Act. If SBC ILLINOIS requests renegotiations pursuant to Section 7.2, MCIm shall have ten (10) calendar after its receipt of such notice to provide SBC ILLINOIS with written confirmation of MCIm’s intent to pursue a successor agreement and shall provide a written request to commence negotiations with SBC ILLINOIS under Sections 251/252 of the Act. Upon receipt of MCIm’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement 7.6 If neither Party requests renegotiations pursuant to Section 7.2, this Agreement shall continue in full force and effect for one year after the expiration of the original three (3) year term set forth in Section 7.2. 7.7 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), MCIm withdraws its Section 252(a)(1) request, MCIm must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that MCIm does not wish to pursue a successor agreement with SBC ILLINOIS for a given state. If MCIm requests adoption of an agreement under Section 252(i), this Agreement shall remain in full force and effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Dateuntil such adoption becomes effective. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior If MCIm affirmatively states that it does not wish to the end of the initial term or any renewal term either party gives notice of termination. b. This Agreement may be terminated by any of the following: i. In the event of pursue a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Noticesuccessor agreement, this Agreement shall immediately terminate at continue in full force and effect until the election later of: 1) the date one year after the expiration of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty original three (603) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination year term of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon 2) ninety (90) calendar days after the date MCIm provides notice of terminationwithdrawal of its Section 252(a)(1) request. 7.8 Upon termination of this Agreement in accordance with this Section 7: a. each Party shall continue to comply with its Confidential Information obligations,

Appears in 1 contract

Samples: Interconnection Agreement

Term and Termination. a. Unless sooner terminated in accordance with the provisions of this Agreement, this 5.1 This Agreement shall remain in effect force for four (4) years from the effective date unless terminated by either party in accordance with this Section 5. The parties shall have the option to extend the term of this Agreement at the end of the this four (4) year period for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty additional two (402) years after the Effective Date. Following the initial term, this upon mutual agreement shall be automatically renewed for successive ten of both parties by providing written notice of such intention at least ninety (1090) year renewal terms unless more than 180 days prior to the end expiration of the initial term or any renewal term either four (4) year term. 5.2 Either party gives may terminate this Agreement upon thirty (30) days notice in writing to the other party if the other party has breached a material provision of this Agreement. The party breaching a material provision of this Agreement shall have thirty (30) days to cure the breach, in which case the notifying party shall withdraw its notice of termination. In the event that the breach is not capable of being remedied within the thirty (30) day period to cure, the party in breach shall receive a reasonable extension of the cure period, not to exceed thirty (30) days. b. This 5.3 A party may terminate this Agreement immediately by written notice to the other party if the other party enters into liquidation, whether voluntary or compulsory, or enters into a settlement with its creditors or applies for suspension of payment or admits its inability to pay its debts when due or is declared bankrupt or takes or suffers any similar action in consequence of debt. 5.4 Either party may be terminated terminate the Agreement immediately by any notice in writing in the event the other party sells or disposes of substantially all its assets or in the event that the control, management or ownership of the following:other party's business passes into other hands other than those now exercising or entitled to the same, either voluntarily or by law. i. 5.5 In the event of a material breach pending acquisition of Paragon or investment into Paragon of more than twenty percent (20%) of Paragon's market value, Paragon shall immediately notify QAD. Paragon agrees to notify QAD of Paragon's intention to be acquired by a competitor of QAD ninety (90) days prior to such acquisition. QAD agrees to notify Paragon of QAD's intention to be acquired by a competitor of Paragon ninety (90) days prior to such acquisition. In the event QAD is purchased by a direct competitor of Paragon, Paragon may terminate this Agreement upon written notice to QAD. 5.6 Should controlling interest in Paragon be acquired by a third party during the term of this Agreement by either partyAgreement, the other party QAD shall have the right to cancel this Agreement by service continue to license Paragon Applications and receive all new release of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service Paragon Applications for a period of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any year following termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.

Appears in 1 contract

Samples: Value Added Reseller Agreement (Qad Inc)

Term and Termination. a. Unless sooner terminated 8.1. The Initial Term of each order will commence on the Effective Date and will continue for the Initial Term, as specified in accordance with the provisions of this Agreement, this Agreement shall remain in effect for an initial Order Form. The term of -------------------------------------------------------------------------------- Mutual Health Systemsthe order shall automatically renew for consecutive one (1) year periods (each, Inc. - Support Services Agreement 15 forty a “Renewal Term”) unless either Party provides not less than sixty (4060) years after days’ prior written notice of its desire not to renew in which event the Effective Date. Following Term shall expire at the initial conclusion of the Initial Term or Renewal term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to as the end of the initial term or any renewal term either party gives notice of terminationcase may be. b. This 8.2. Either Party ("Initiating Party") may terminate the Agreement may be terminated at any time forthwith by any of the followingnotice in writing if: i. In a) the event of a material breach other Party (the "Breaching Party") materially breaches the terms of this Agreement by either party, and (if the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured capable of remedy) fails to remedy the breach within thirty (30) days Business Days after service receipt of notice in writing from the Initiating Party giving particulars of the Default Notice, this Agreement shall immediately terminate at breach and requiring the election Breaching Party to do so; b) the other Party suffers an Insolvency Event; or c) the other Party commits any material breach of the non-defaulting party Agreement that is not capable of remedy. 8.3. If any Force Majeure event relied upon the giving of a written notice of termination to the defaulting party no later by either Party shall have been continually relied upon for more than sixty (60) consec- utive days after by such Party, and is continuing, the giving of other Party shall be entitled to terminate the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely Agreement immediately upon written notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionParty. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii8.4. Upon institution of any voluntary and after the termination or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination expiration of the Agreement for any or no reason: a) the Client’s rights granted hereunder will immediately terminate and the Parties shall not release or discharge either party from any obligation, debt or liability which cease all activities hereunder; b) the Client shall have previously accrued and remain to be performed pay all amounts due upon the such effective date of expiration or termination of the Agreement; c) Supplier shall, on the Client’s written request and, at the Client’s reasonable cost, provide reasonable assistance with the migration of any Client Data to the Client’s IT systems; d) Supplier shall, within three (3) months of termination of the Agreement, delete all Client Data from its IT systems (except that Supplier may retain copies of the Client Data in accordance with its internal record keeping policies, and at all times subject to the confidentiality provisions in this Agreement); and e) Sections 6, 9, 11, 12, 13, 14 and 15 shall survive termination.

Appears in 1 contract

Samples: Subscription Agreement

Term and Termination. a. Unless sooner The Term of this Agreement shall run for two (2) years from the Effective Date, unless terminated earlier in accordance with this section 11. After the provisions Initial Term, unless either party has provided the other with not less than ninety (90) days prior notice of its intention not to renew this Agreement, this Agreement shall remain automatically renew for additional one­ year terms ("Renewal Term"). Either party may terminate this Agreement for cause if the other party is in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. b. This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement by either partyAgreement, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event and such breach is not cured remedied within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election receipt of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionnotice. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. b. Upon any termination of this Agreement, it is understood and agreed that except termination for breach of this Agreement: Reseller may have access to the right of Group Service (including its accompanying documentation), for up to occupy one (1) month after the Clinics termination date, to fulfill commitments made prior to termination and to use provide ongoing support and possession services to any existing Customers (hereafter "Post Termination Support/Maintenance"). Immediately upon Termination of this Agreement, Reseller shall cease selling and providing demo access to the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminateService, and Group no new Customers may gain access to the Service. Post termination, ActiveHire shall immediately vacate and surrender possession continue to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition provide second level support to any other rights and remedies the parties may be entitled to pursue Reseller under the lawterms and conditions of this Agreement, for up to one (1) month after the termination date. The exercise No termination of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the this Agreement shall not release affect any Customer access to the Service, except termination for Reseller non-payment of fees required under this Agreement, for up to one (1) month after the termination date, granted in accordance with this Agreement nor any payment obligations accrued through (or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon after if applicable) the date of termination. Notwithstanding the termination of this Agreement, the provisions of sections, 3b, 4b, 4c, 4d, 4e, 0x, 0, 0, 0x, 0, 00, 11, 12 and 13 of ·this Agreement (and any other sections of this Agreement expressly stated to survive such termination) shall remain in full force and effect after such termination. In addition, termination shall not affect the rights and obligations of the parties that have accrued prior to such termination, even though the section under which said obligations arose is not expressly stated as surviving. In the event of expiration or termination, Reseller must deliver all materials (related to the Service) to ActiveHire, and Reseller shall retain no copies in any form whatsoever, except as authorized herein. c. If this Agreement is terminated by ActiveHire due to Reseller's failure to make timely payments to ActiveHire as required under this Agreement, then ActiveHire may suspend or terminate Reseller and Customer access to the Service until such accrued payments have been made by Reseller, as long as Reseller has been given written notice of Reseller's failure to pay, and Reseller has five (5) days to make all payments accrued to date.

Appears in 1 contract

Samples: Service Reseller Agreement (Bright Mountain Holdings, Inc./Fl)

Term and Termination. a. Unless sooner 6.1 The term of this Agreement (“Term”) shall commence upon the Billing Start Date of the initial Sales Order Form and shall remain in effect perpetually unless terminated in accordance with under the provisions terms of this Agreement, this Agreement . The term of each Sales Order Form shall commence upon the Billing Start Date for services under that specific form and shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services the period set forth in that Form. 6.2 Customer may terminate this Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives Sales Order Form hereunder for convenience by providing written notice to Internap at least one hundred twenty (120) days before the requested termination date; provided, however, that such termination shall not affect Customer’s or Internap’s obligations through the termination date. 6.3 Either Party may terminate this Agreement or any Sales Order Form for “Cause” upon written notice if: (a) the other Party materially breaches this Agreement or the applicable Sales Order Form and fails to cure such breach within thirty (30) days following receipt of notice of termination. b. This Agreement may be terminated such breach; (b) the other Party fails to function as a going concern or operate in the ordinary course; (c) there is an assignment by any the other Party for the benefit of creditors; (d) there is a voluntary or involuntary (which is not dismissed within sixty days), bankruptcy filing by or against the following: i. In other Party; or (e) the event other Party breaches the confidentiality restrictions in Section 7. The Parties agree that Customer’s sole remedy in respect of obligations to which the applicable SLA apply, unless breach of such obligations shall constitute a material breach of this Agreement or the applicable Sales Order Form, is the provision of credits or termination of the applicable Sales Order Form as described in the SLA for Services covered thereby and such remedy may be provided in the period and manner stated in the applicable SLA. 6.4 Except where early termination occurs due to force majeure or termination by either partyCustomer for Cause, if Customer terminates this Agreement or a particular Sales Order Form after the Billing Start Date but before the end of the Term (as set forth in the particular Sales Order Form), Customer shall pay all third party charges incurred by Internap through the lease of equipment and/or the management of Internap or Customer provided equipment in addition to all amounts (provided that Internap shall use reasonable efforts to mitigate such third party costs) then due and unpaid plus fifty percent (50%) of the amount Customer would otherwise have had to pay to Internap over the remainder of the Term of the terminated Sales Order Form, or over the remainder of the Term for each current Sales Order Form if Customer is terminating this Agreement (collectively, less third party costs avoided, the other party shall have “Termination Fee”), calculated based on the right remaining number of months of the Term, at a monthly rate based on the minimum monthly billing tier amount or, in the case of content delivery services, seventy-five percent (75%) of the Committed Rate. Customer agrees to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured pay any Termination Fee within thirty (30) days after service of the Default Noticetermination date. Customer acknowledges that such Termination Fee is not a penalty but is in the nature of liquidated damages, and Internap acknowledges that payment of such Termination Fee shall be its exclusive remedy and Customer’s sole liability for early termination by Customer. 6.5 If Customer terminates or cancels this Agreement shall immediately terminate at or a Sales Order Form prior to the election Billing Start Date, as Internap’s exclusive remedy and Customer’s sole liability, Customer will be liable for all unrecoverable out of pocket costs reasonably incurred by Internap through the non-defaulting party upon the giving date of a Internap’s receipt of Customer’s written notice of termination cancellation plus two months of Fees, with no credit provided for any otherwise available free months of Service (the “Cancellation Fee”). Customer agrees to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured pay any Cancellation Fee within thirty (30) days of the cancellation date. 6.6 Except as otherwise specifically provided in this Agreement, Termination of this Agreement or any Sales Order Form shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Customer of its obligation to pay all fees that have accrued or are otherwise owed by Customer, including the Termination Fee and Cancellation Fee. Upon expiration or termination of this Agreement or any Sales Order Form: (i) the defaulting rights granted to Customer under this Agreement or the particular Sales Order Form will cease immediately upon the effective date of such expiration or termination and be of no further force or effect; (ii) each party gives timely notice will promptly destroy or return to the other party all Confidential Information belonging to such effect party and promptly undertakes appropriate steps certify in writing to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice that all such Confidential Information has been so destroyed or returned; and (iii) Customer shall within five business days surrender to the party involved Internap, in such proceedings. c. Upon any termination its original condition, all equipment or other property owned or leased by Internap that has been provided to Customer. Termination or expiration of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligationaffect those clauses within this Agreement that by their nature, debt or liability which shall have previously accrued and remain are intended to be performed upon the date of survive termination.

Appears in 1 contract

Samples: Master Services Agreement (Carbonite Inc)

Term and Termination. a. Unless sooner terminated 15.1 This Agreement will be in accordance with effect from the provisions Effective Date for a period of this Agreementthirty three (33) months (the "Original Term"). Thereafter, this Agreement shall remain in effect automatically renew for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty one (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (101) year renewal terms (each, a "Renewal Period" and collectively and together with the Original Term, the "Term"), unless more than 180 either party provides the other party with written notice of its intent not to renew at least sixty (60) days prior to the end of the initial term Original Term or any Renewal Period. Unless the parties agree in writing to the contrary, there shall be no minimum commitment associated with any renewal term either party gives notice of terminationterm. b. This 15.2 Either party may delay performance under this Agreement may be terminated by any of the following: i. In or terminate this Agreement, in whole or in part, in the event of a material breach of this Agreement default by either partythe other, provided that the other non-defaulting party shall have the right to cancel this Agreement by service of written notice upon so advises the defaulting party (the "Default Notice"). In in writing of the event such breach is of alleged default and the defaulting party does not cured remedy the alleged default within thirty (30) days after service written notice thereof. If the alleged default is not capable of being remedied within thirty (30) days, the Default Notice, this Agreement shall immediately terminate at defaulting party must commence to remedy the election of alleged default within such thirty (30) day period and provide to the non-defaulting party upon a plan for timely remedying the giving of alleged default in order to avoid termination. A default shall include: (i) a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) dayparty's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or initiation of bankruptcy or receivership proceedings, proceedings by or any against a party or the execution of an assignment for the benefit of creditors, ; or (ii) either party's material breach of any of the other party may immediately terminate this Agreement on written notice terms or conditions hereof including the failure to the party involved in such proceedingsmake any payment when due. c. Upon any (iii) a default of Company under the Financing Agreement and such default has not been cured within the applicable cure period provided therein. 15.3 The expiration or termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to Agreement for any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement cause shall not release or discharge either party from: (i) any obligations and duties remaining under any Order accepted by Nortel Networks prior to such expiration or termination; (ii) any liability which at the time of expiration or termination has already accrued to the other party, or, which thereafter may accrue in respect to any event prior to expiration or termination; or (iii) any liability from any obligation, debt obligation specified in Section 17.18 below to survive expiration or liability which shall have previously accrued and remain to be performed upon the date of termination.

Appears in 1 contract

Samples: Global Purchase Agreement (Cais Internet Inc)

Term and Termination. a. Unless sooner terminated in accordance with the provisions of this Agreement6.1 Except as otherwise provided herein, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after terminate when the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end last of the initial term or any renewal term either party gives notice of terminationPatent Rights has expired. b. This Agreement may be terminated by 6.2 Failure of Schering or MBI to comply with any of the following: i. In respective material obligations and conditions contained in this Agreement shall entitle the other party to give the party in default notice requiring it to cure such default. If such default is not cured within ninety (90) days after receipt of such notice, the notifying party shall be entitled (without prejudice to any of its other rights conferred on it by this Agreement) to terminate this Agreement by giving a notice to take effect immediately. Notwithstanding the foregoing, in the event of a material breach non-monetary default, if the default is not reasonably capable of being cured within the ninety (90) day cure period by the defaulting party and such defaulting party is making a good faith effort to cure such default, the notifying party may not terminate this Agreement, provided however, that the notifying party may terminate this Agreement if such default is not cured within one hundred eighty (180) days of such original notice of default. The right of either party to terminate this Agreement as hereinabove provided shall not be affected in any way by either its waiver of, or failure to take action with respect to, any previous default. 6.3 In the event that one of the parties hereto shall go into liquidation, a receiver or a trustee be appointed for the property or estate of that party and said receiver or trustee is not removed within *** , or the party makes an assignment for the benefit of creditors (collectively, a "Bankruptcy Event"), and whether any of the aforesaid Bankruptcy Events be the outcome of the voluntary act of that party, or otherwise, the other party shall have the right be entitled to cancel terminate this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionthat party. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.

Appears in 1 contract

Samples: License Agreement (Molecular Biosystems Inc)

Term and Termination. a. Unless sooner 15.1 This Contract shall commence on the Commencement Date and, unless terminated earlier in accordance with the provisions terms of this AgreementContract or the general law, this Agreement shall remain in effect for an initial term continue until the end of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement Term. 15.2 The Authority shall be automatically renewed for successive entitled to extend the Term on one or more occasions by giving the Supplier written notice no less than three (3) months prior to the date on which this Contract would otherwise have expired, provided that the duration of this Contract shall be no longer than the total term specified in the Key Provisions. 15.3 In the case of a breach of any of the terms of this Contract by either Party that is capable of remedy (including, without limitation any breach of any KPI and any failure to pay any sums due under this Contract), the non-breaching Party shall, without prejudice to its other rights and remedies under this Contract, issue notice of the breach and allow the Party in breach the opportunity to remedy such breach in the first instance via a remedial proposal put forward by the Party in breach (“Remedial Proposal”) before exercising any right to terminate this Contract in accordance with Clause 15.4.1(ii) of this Schedule 2. Such Remedial Proposal must be agreed with the non-breaching Party (such agreement not to be unreasonably withheld or delayed) and must be implemented by the Party in breach in accordance with the timescales referred to in the agreed Remedial Proposal. Once agreed, any changes to a Remedial Proposal must be approved by the Parties in writing. Any failure by the Party in breach to: 15.3.1 put forward and agree a Remedial Proposal with the non-breaching Party in relation to the relevant default or breach within a period of ten (10) year renewal terms unless more than 180 days prior to Business Days (or such other period as the end non-breaching Party may agree in writing) from written notification of the initial term relevant default or any renewal term either party gives notice breach from the non-breaching Party; 15.3.2 comply with such Remedial Proposal (including, without limitation, as to its timescales for implementation, which shall be thirty (30) days unless otherwise agreed between the Parties); and/or 15.3.3 remedy the default or breach notwithstanding the implementation of termination. b. This Agreement may such Remedial Proposal in accordance with the agreed timescales for implementation, shall be terminated by any deemed, for the purposes of the following: i. In the event Clause 15.4.1(ii) of this Schedule 2, a material breach of this Agreement Contract by either partythe Party in breach not remedied in accordance with an agreed Remedial Proposal. 15.4 Either Party may terminate this Contract forthwith by notice in writing to the other Party if such other Party: 15.4.1 commits a material breach of any of the terms of this Contract which is: (i) not capable of remedy; or (ii) in the case of a breach capable of remedy, which is not remedied in accordance with a Remedial Proposal; or 15.4.2 has been served with at least two (2) previous breach notices as a result of any material breaches which are capable of remedy within any twelve (12) month rolling period whether or not the Party in breach has remedied the breach in accordance with a Remedial Proposal. The twelve (12) months rolling period is the twelve (12) months immediately preceding the date of the third breach notice. 15.5 The Authority may terminate this Contract forthwith by notice in writing to the Supplier if: 15.5.1 the Supplier does not commence delivery of the Services by any Long Stop Date; 15.5.2 the Supplier, or any third party guaranteeing the obligations of the Supplier under this Contract, ceases or threatens to cease carrying on its business; suspends making payments on any of its debts or announces an intention to do so; is, or is deemed for the purposes of any Law to be, unable to pay its debts as they fall due or insolvent; enters into or proposes any composition, assignment or arrangement with its creditors generally; takes any step or suffers any step to be taken in relation to its winding-up, dissolution, administration (whether out of court or otherwise) or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) otherwise than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation; has a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer appointed (in each case, whether out of court or otherwise) in respect of it or any of its assets; has any security over any of its assets enforced; or any analogous procedure or step is taken in any jurisdiction; 15.5.3 the Supplier undergoes a change of control within the meaning of sections 450 and 451 of the Corporation Tax Act 2010 (other than for an intra-group change of control) without the prior written consent of the Authority and the Authority shall be entitled to withhold such consent if, in the reasonable opinion of the Authority, the other party shall proposed change of control will have a material impact on the right to cancel performance of this Agreement by service of written notice upon Contract or the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service reputation of the Default NoticeAuthority; 15.5.4 the Supplier purports to assign, subcontract, novate, create a trust in or otherwise transfer or dispose of this Agreement shall immediately terminate at Contract in breach of Clause 28.1 of this Schedule 2; or 15.5.5 pursuant to and in accordance with the election Key Provisions and Clauses 15.6, 23.8; 25.2; 25.4 and 29.2 of this Schedule 2. 15.6 If the Authority, acting reasonably, has good cause to believe that there has been a material deterioration in the financial circumstances of the non-defaulting Supplier and/or any third party upon guaranteeing the giving obligations of a written notice the Supplier under this Contract and/or any material subcontractor of termination the Supplier when compared to any information provided to and/or assessed by the Authority as part of any procurement process or other due diligence leading to the defaulting party no later than sixty award of this Contract to the Supplier or the entering into a subcontract by the Supplier, the following process shall apply: 15.6.1 the Authority may (60) days after the giving of the Default Notice, unless such breach canbut shall not be cured within thirty (30obliged to) days and the defaulting party gives timely give notice to the Supplier requesting adequate financial or other security and/or assurances for due performance of its material obligations under this Contract on such reasonable and proportionate terms as the Authority may require within a reasonable time period as specified in such notice; 15.6.2 a failure or refusal by the Supplier to provide the financial or other security and/or assurances requested in accordance with Clause 15.6 of this Schedule 2 in accordance with any reasonable timescales specified in any such notice issued by the Authority shall be deemed a breach of this Contract by the Supplier and shall be referred to and resolved in accordance with the Dispute Resolution Procedure; and 15.6.3 a failure to resolve such breach in accordance with such Dispute Resolution Procedure by the end of the escalation stage of such process (as set out in Clause 22.3 of this Schedule 2) shall entitle, but shall not compel, the Authority to terminate this Contract in accordance with Clause 15.4.1(i) of this Schedule 2. In order that the Authority may act reasonably in exercising its discretion in accordance with Clause 15.6 of this Schedule 2, the Supplier shall provide the Authority with such reasonable and proportionate up-to-date financial or other information relating to the Supplier or any relevant third party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionentity upon request. ii. MHS 15.7 If the Authority novates this Contract to any body that is not a Contracting Authority, from the effective date of such novation, the rights of the Authority to terminate this Contract in accordance with Clause 15.5.2 to Clause 15.5.4 of this Schedule 2 shall be deemed mutual termination rights and the Supplier may terminate this Agreement upon one (1) day's Contract forthwith by notice in writing to the event entity assuming the position of the dissolution or liquidation Authority if any of the Groupcircumstances referred to in such Clauses apply to the entity assuming the position of the Authority. iii. Upon institution 15.8 Within six (6) months of any voluntary the Commencement Date the Parties shall develop and agree an exit plan which shall ensure continuity of the services on expiry or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any earlier termination of this Agreement, it is understood and agreed that Contract. The Supplier shall provide the right Authority with the first draft of Group to occupy the Clinics and to use and possession an exit plan within four (4) months of the furnitureCommencement Date. The Parties shall review and, fixturesas appropriate, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS update the exit plan on each anniversary of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises Commencement Date of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationthis Contract.

Appears in 1 contract

Samples: NHS Terms and Conditions for the Provision of Services

Term and Termination. a. Unless sooner terminated 15.1 This Agreement shall start or be deemed to have started on the Commencement Date and shall continue, subject to earlier termination in accordance with its terms, until terminated by the provisions of Customer or Yapily pursuant to this clause 15 unless otherwise stated in the Pricing Agreement (where applicable). 15.2 This clause shall not be applicable where the parties have entered into a Pricing Agreement. The Customer recognises that, where it has not entered into a Pricing Agreement, it receives the Service from Yapily for free. Yapily may, at any time, inform the Customer that, in order for the Customer to continue to receive the Service, it shall be required to enter into a Pricing Agreement with Yapily whereby the Fees shall be payable. From the date on which Yapily informs the Customer in accordance with this clause 15.2, Yapily reserves the right at any time from that date to terminate this Agreement shall remain in effect immediately on written notice. 15.3 Notwithstanding clause 15.2, either party may terminate this Agreement for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more convenience at any time on giving not less than 180 days 1 month’s prior written notice to the end of the initial term or any renewal term either party gives notice of terminationother party. b. This 15.4 Either party may terminate this Agreement may be terminated with immediate effect by any of giving notice to the followingother party if the other party: i. In the event of 15.4.1 commits a material breach of this Agreement (save for payment obligations which shall be governed by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event clause 15.5) if such breach is not cured capable of remedy or, where such breach is capable of remedy, where that party fails to remedy the breach within thirty ten (3010) days after service Business Days of being notified of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination breach in writing; or 15.4.2 is subject to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionan Insolvency Event. ii. MHS 15.5 Yapily may terminate this Agreement upon one (1) day's immediately by notice in writing to the event of Customer: 15.5.1 where the dissolution Customer fails to pay to Yapily any invoice (or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, part thereof) or any assignment for the benefit of creditors, the other party may immediately terminate amount due and payable to Yapily under this Agreement on or before the due date for payment if Yapily has sent a fifteen (15) day written notice to the party involved Customer requiring such payment and such payment is not made in cleared funds on or before the expiry of such proceedingsfifteen (15) day written notice; 15.5.2 if, in Yapily's reasonable opinion, it is required to prevent any imminent threat to the security of the Service, including the Yapily API and/or the Tool; 15.5.3 if Yapily has reasonable suspicions that the Customer is misusing any Account Information or is in breach of any Applicable Law; or 15.5.4 the Customer notifies Yapily that it will have, or has had, its Regulatory Consents revoked or adversely altered, or otherwise faces any investigatory or enforcement action, by a Regulator, such that it is unable to give or repeat the warranty at clause 12.3. c. Upon 15.6 Yapily reserves the right to suspend all or part of its Service for any one or more of the reasons which give Yapily a right to terminate this Agreement set out in clauses 15.4 and 15.5. 15.7 On termination of this Agreement, it is understood the Customer's rights under this Agreement will immediately terminate and agreed that Yapily shall, as soon a reasonably practicable, remove the right of Group to occupy Tool and/or prohibit End-Clients from accessing the Clinics Tool and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group Customer shall immediately vacate remove the interface to the Tool and surrender possession the Yapily Xxxx from the Customer Interface. 15.8 Termination of this Agreement shall be without prejudice to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various any rights and remedies herein provided shall be cumulative and in addition which may have accrued up to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of such termination.

Appears in 1 contract

Samples: Terms of Business

Term and Termination. a. Unless sooner 7.1 This Agreement shall take effect as of the date of execution hereof and be valid for two years. 7.2 This Agreement is made in duplicate, with each Party holding one copy respectively, both of which shall be equally authentic. 7.3 Any amendment hereto shall be subject to consent by both Parties and the execution of a supplementary agreement. 7.4 Early termination hereof shall not affect the non-breaching Party’s right of requesting the breaching Party to compensate it for its losses. a) In case of bankruptcy, liquidation or change of actual controller of either Party, the other Party may terminate this Agreement by giving a prior written notice. b) Where it has been impossible for the Game to operate normally for more than 15 days due to any flaw in any of Party A’s rights to or qualifications for the Game or any violation of any laws, regulations or policies of the People’s Republic of China, Party B shall have the right to terminate the cooperation hereunder by notifying Party A in writing. 7.5 In case of early termination or dissolution hereof due to whatever reasons, Party A shall provide Party B with a buffer period of at least two months (60 days) as of the date of shutdown of the payment channels for the handling of relevant matters after the termination of the operation of the Game. Party B shall release a public announcement to its users on the user login page of the Game at least 60 days in advance, specifying that Party B will shut down the payment channels 60 days prior to and will terminate the operation of the Game on Party B’s platforms on the date of expiry of the aforesaid term of joint operation. Party A shall cooperate with Party B in handling relevant matters after the termination of the operation. 7.6 Where after this Agreement is terminated upon expiry of the term hereof or due to any reason not attributable to the fault of either Party, any funds shall be returned and/or any compensation shall be paid to any users, such funds shall be returned and/or such compensation shall be paid by Party B to the users in accordance with the provisions of this Agreementlaws currently in force, and after that both Parties shall share the amount of such return and/or compensation according to the sharing ratio determined in accordance hereof in the month preceding the termination hereof. The return of funds and/or other compensations to users of the Game shall be borne by Party B if this Agreement shall remain in effect is terminated for an initial term any reason on the part of -------------------------------------------------------------------------------- Mutual Health SystemsParty B without any breach of contract by Party A, Inc. - Support Services Agreement 15 forty (40) years or by Party A after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior advance payment of such funds or compensation by Party B to the end users if this Agreement is terminated for any reason on the part of the initial term or Party A without any renewal term either party gives notice of termination. b. This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement contract by either partyParty B or, the other party shall if both Parties have the right faults, be shared by both Parties in proportion to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusiontheir faults. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.

Appears in 1 contract

Samples: Joint Game Operation Agreement (JUMP WORLD HOLDINGS LTD)

Term and Termination. a. Unless sooner 15.1 Subject to Clauses 15.2 to 15.5, this Licence shall commence upon the Start Date of the Order, and shall continue, unless terminated earlier in accordance with this Clause 15, until the provisions of this Agreement, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end expiry of the initial term or any renewal term either party gives notice of terminationSubscription Period. b. This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement by either party, the other party 15.2 The Institution shall have the right to cancel terminate this Agreement Licence during the Subscription Period, by service of giving not less than 60 (sixty) days’ written notice upon to the defaulting Publisher, such notice to expire on at the end of the relevant Subscription Year. 15.3 Without affecting any other right or remedy available to it, either party (may terminate this Licence with immediate effect by giving written notice to the "Default Notice"). In other party if: 15.3.1 the event other party becomes insolvent, admits insolvency or a general inability to pay its debts as they become due, has appointed a receiver or administrative receiver over it or over any part of its undertaking or assets, passes a resolution for winding up other than a bona fide plan of solvent amalgamation or reconstruction, files a petition for protection under any applicable bankruptcy code, or has filed against it or becomes subject to an insolvency petition in bankruptcy or an order to that effect; 15.3.2 the other party commits a material or persistent breach of any term of this Licence which breach is irremediable or, if such breach is not cured remediable, fails to remedy that breach within thirty a period of sixty (3060) days after service of being notified in writing to do so. 15.4 Without affecting any other right or remedy available to it, the Default Notice, Institution may terminate this Agreement shall immediately terminate at the election of the non-defaulting party upon the Licence with immediate effect by giving of a written notice of termination to the defaulting party Publisher if the Publisher: 15.4.1 has committed a breach of Clause 5 and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so; or 15.4.2 is no later longer entitled to make the Licensed Material available for access and Permitted Use by the Institution and Authorised Users. 15.5 Without affecting any other right or remedy available to it, the Publisher may terminate this Licence with immediate effect by giving written notice to the Institution if the Institution: 15.5.1 fails to pay any undisputed amount due under this Licence on the due date for payment and remains in default for not less than sixty (60) days after being notified in writing to make such payment; 15.5.2 wilfully and repeatedly infringes, or wilfully permits Authorised Users repeatedly to infringe, the giving copyright in the Licensed Material; or 15.5.3 has committed a breach of Clause 4 (Restrictions) or Clause 8.1 (Responsibility of Institution) and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so. 15.6 For the Default Notice, unless such breach canavoidance of doubt the Institution shall not be cured within thirty (30) days and deemed to be in breach of this Licence on the defaulting party gives timely notice grounds that an act of an Authorised User, if carried out by the Institution, would have been a breach of this Licence, without prejudice to any express obligations applicable to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionInstitution under this Licence. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.

Appears in 1 contract

Samples: Journals Licence Agreement

Term and Termination. a. Unless sooner terminated in accordance with This Subscription shall commence as of the provisions date of the last signature hereto and shall continue until the earlier of (i) the Subscription End Date set forth on the cover page of this AgreementSubscription, (ii) the date specified in the Proposal and (iii) the one (1) year anniversary of the date of the last signature hereto. Thereafter, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be Subscription will automatically renewed renew for successive ten one (101) year renewal terms unless more than 180 earlier terminated pursuant to this Section 27 or a Party gives the other Party written notice of non- renewal at least thirty (30) days prior to the end expiration of the initial then-current term or (each a “Renewal Term”). IMT may adjust the fees associated with this Subscription for any renewal term either party gives Renewal Term and notify Customer of such adjustment by providing Customer with an invoice for such amount. Either Party may terminate this Subscription, effective upon written notice of termination. b. This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement by either party, to the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party Party (the "Default Notice"“Non-Terminating Party”). In , if the event Non-Terminating Party (i) fails to pay any amount when due under this Subscription; (ii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors; or (iii) otherwise breaches this Subscription or the License Agreement, and such breach is either incapable of cure or is not cured within thirty (30) days after service of receipt of notice of such breach. This Subscription will automatically terminate, effective immediately, on expiration or termination of the Default Notice, License Agreement. IMT may terminate this Agreement shall immediately terminate Subscription at the election of the non-defaulting party any time upon the giving of a thirty (30) days’ written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured Customer. Customer may terminate this Subscription by written notice to IMT within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of receipt of the dissolution or liquidation of the Groupfirst invoice for a Renewal Term. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.

Appears in 1 contract

Samples: Subscription Agreement

Term and Termination. a. Unless sooner terminated in accordance with the provisions of this Agreement, this 23.1 This Agreement shall remain in effect commence on the Commencement Date and individual Orders shall commence on the Order Commencement Date and shall subject to earlier termination pursuant to this clause 22 and save where the Customer has opted for an initial term of -------------------------------------------------------------------------------- Mutual Health Systemsa perpetual Licence, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end upon expiry of the initial term or any renewal term Initial Licence Period of thirty six months, the Licence shall automatically be extended on an annual basis for further periods of one year unless either party gives notice of termination. b. This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a three month’s prior written notice of termination non-renewal, such notice to expire on the defaulting party no later than sixty (60) days after the giving last day of the Default NoticeInitial Term or on an anniversary thereof 23.2 Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, unless such breach cannot be cured within thirty either party may at any time terminate this Agreement (30or at their option an individual Order or Orders) days and the defaulting party gives timely with immediate effect by giving written notice to the other party if: (a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; (b) the other party commits any material breach of its obligations under this Agreement which (if remediable) is not remedied within 30 days after the service of written notice specifying the breach and requiring it to be remedied; (c) the other party: (i) ceases to trade (either in whole, or as to any part or division involved in the performance of this agreement); or (ii) becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party; or (iii) a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of the business or assets of that party, or notice of an intention to appoint such a person is given or documents relating to such effect and promptly undertakes appropriate steps an appointment are filed with any court; or (iv) the ability of that party’s creditors to effect such cure and pursues such take any action to conclusionenforce their debts is suspended, restricted or prevented or some or all of that party’s creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or (v) any process is instituted which could lead to that party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction). ii. MHS 23.3 Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, the Supplier may at any time terminate this Agreement upon one (1or at its option an individual Order or Orders) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on with immediate effect by giving written notice to the party involved Customer if the Customer is in such proceedingsbreach of any of its obligations under Clause 6,7 or 8 of Schedule 1, Clause 7 of Schedule 2 or otherwise infringes or threatens to infringe any of the Supplier’s Intellectual Property Rights in the Software Product and/or the Customer Solution. c. Upon any termination of this Agreement23.4 Termination by either party in accordance with the rights contained in clause 22 shall not affect the accrued rights, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession remedies, obligations or liabilities of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy existing at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.

Appears in 1 contract

Samples: Master Customer Solution Agreement

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Term and Termination. a. 22.1 Unless terminated sooner terminated as provided below, this Agreement will continue in accordance with full force and effect until the provisions later of (i) such time after the First Commercial Sale when no Sales of any Product(s) for the Field have been made anywhere in the Territory for a period of one (1) year by either party or by any licensees, sublicensees and/or assignees of one or both of the parties, (ii) one (1) year after the termination of all licenses and sublicenses, or (iii) fifty (50) years from the Effective Date. 22.2 The parties may at any time terminate this Agreement, in part or in its entirety, by mutual written agreement. 22.3 If the cash payments provided for in Subsections 6.3-6.9 are not received on or before the dates specified in those subsections, DMI shall give COGENCO notice in writing of the default. If the payment is not made within five (5) days after receipt of this written notice by COGENCO, DMI shall have the right to immediately terminate this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior by giving a second written notice to the end COGENCO of the initial term or any renewal term either party gives notice of termination. b. This Agreement may be terminated by any of the following: i. In 22.4 Other than as provided in Section 22.3, in the event of a material breach or default in respect of any of the terms of this Agreement by either party, the other party shall give notice in writing, specifying in detail the nature of the breach or default. If the alleged breach or default is not cured within sixty (60) days after receipt of this notice, the party giving notice shall have the right to cancel immediately terminate this Agreement by service of giving a second written notice upon to the defaulting party (the "Default Notice"). breaching party. 22.5 In the event such breach is not cured of either party experiencing financial difficulties, that party shall immediately notify the other party to that effect. The party so notified shall have the right to terminate this Agreement within thirty (30) days after service of said notification. If the party having the right to terminate decides not to do so, then the parties agree to renegotiate in good faith a reduction in the share of the Default Notice, this Agreement Revenues to be paid to the party experiencing financial difficulties if that party is unable to fully perform its obligations hereunder. A party shall immediately terminate at the election of the non-defaulting party upon the giving be considered as having financial difficulties by: (a) that party's commencement of a written notice voluntary case under any applicable bankruptcy code or statute, or by its authorizing, by appropriate proceedings, the commencement of termination such a voluntary case; (b) that party's failing to receive dismissal of any involuntary case under any applicable bankruptcy code or statute (wherein the other party is not a party to the defaulting party no later than case) within sixty (60) days after initiation of such action or petition; (c) that party's seeking relief as a debtor under any applicable law of any jurisdiction relating to the giving liquidation or reorganization of debtors or to the modification or alteration of the Default Noticerights of creditors, unless or by consenting to or acquiescing in such breach cannot relief; (d) the entry of an order by a court of competent jurisdiction finding it to be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution bankrupt or liquidation of the Group. iii. Upon institution of any voluntary insolvent, or involuntary bankruptcyordering or approving its liquidation, reorganization, insolvency or receivership proceedingsany modification or alteration of the rights of its creditors, or any assuming custody of, or appointing a receiver or other custodian for, all or a substantial part of its property or assets; or (e) that party's making an assignment for the benefit of of, or entering into a composition with, its creditors, the other party may immediately terminate this Agreement on written notice or appointing or consenting to the party involved in such proceedingsappointment of a receiver or other custodian for all or a substantial part of its property. c. 22.6 Upon any termination of this AgreementAgreement for any reason: (a) All rights and licenses granted to COGENCO hereunder shall revert to DMI, it is understood and agreed except that COGENCO shall have the right to sell any Product(s) in inventory as provided in Subsection (b) of Group this Section 22.6. (b) COGENCO shall cease all activities with respect to occupy the Clinics Product(s), including all making (by COGENCO and/or by Third Parties for COGENCO), using, selling, offering for sale, marketing, commercializing, importing and exporting of Product(s). Notwithstanding the foregoing, COGENCO shall have the right to use sell any Product(s) in inventory at prices of its choosing, provided COGENCO makes the payments and possession reports required by Article 8. (c) If requested by DMI, COGENCO shall make its personnel and other resources reasonably available to DMI as necessary for a reasonable period of time, not to exceed six (6) months from the furnituredate of termination, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS effect an orderly transition of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinicsresponsibilities. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination If termination of the Agreement occurred because of a breach by COGENCO, then COGENCO will be responsible for all of the costs of performing these obligations. If termination of the Agreement occurred because of a breach by DMI, then DMI will be responsible for all of the costs of performing these obligations. Otherwise, the parties will share the costs. (d) COGENCO's sublicense(s) of its rights pursuant to Section 13.4 above (referred to herein as "Article 13 Sublicense(s)") shall not be transferred to DMI. The Article 13 Sublicense(s) will remain in full force and effect so long as the sublicensee(s) perform(s) the obligations of the Article 13 Sublicense(s), and DMI shall have all of the rights and benefits of the Article 13 Sublicense(s) (including the right to receive 100% of all payments due under the Article 13 Sublicense(s)) and shall be responsible for performing all of the obligations required of COGENCO by the Article 13 Sublicense(s). COGENCO will execute such documents as may be requested by DMI to attest to the transfer to DMI of all of its Article 13 Sublicense(s). 22.7 Upon termination of this Agreement for any reason, nothing herein shall be construed to release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain obligation matured prior to be performed upon the effective date of such termination, and neither party waives any rights it may have to remedies arising out of the termination or breach of surviving obligations.

Appears in 1 contract

Samples: Co Development Agreement (Cogenco International Inc)

Term and Termination. a. Unless sooner terminated in accordance with the provisions 7.1 The initial term of this AgreementAgreement shall commence on March 25, 2004, and shall expire on the first anniversary of such date. Thereafter, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed renew for successive ten (10) one-year renewal terms unless more either party provides written notice of non-renewal and termination of this Agreement not less than 180 ninety (90) days prior to the end of the initial term or any renewal term either party gives notice of terminationthen-current term. b. This Agreement may be terminated by any of the following: i. 7.2 In the event of that the parties are unable to agree on a material breach of this Agreement by either partyproposed modification to the Program Guidelines as provided in Section 6, above, the other party proposing the modification shall have the right to cancel option of terminating this Agreement by service of effective immediately upon written notice upon of termination to the defaulting other party, provided that the party (the "Default Notice"). In the event such breach is not cured desiring to exercise this option to terminate does so within thirty (30) days after service of the Default Noticeend of the thirty (30) day period provided in Section 6 for the resolution of any differences. 7.3 To the extent permitted by applicable law, if either party should become subject to bankruptcy, receivership, or other proceedings affecting the rights of its creditors generally, the party becoming subject to such proceedings will promptly notify the other party thereof, and this Agreement will be deemed terminated immediately upon the initiation of such proceedings without the need of notice to the other party. 7.4 Termination shall immediately terminate at be prospective only and shall not affect the election obligations of the non-defaulting party upon the giving of a written notice of parties hereto which were incurred prior to such termination to the defaulting party no later than sixty (60) days after the giving or any of the Default Notice, unless such breach cannot be cured within warranties and indemnities contained herein or the provisions of Section 8 below (regarding confidentiality). Not less than thirty (30) days and prior to the defaulting party gives timely effective date of termination, TXXX may, by additional notice to the other party Lender, terminate its obligation to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in assume the event guaranty of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, all or any assignment for subset of otherwise qualifying Loans as to which a commitment to lend is made after the benefit Lender's receipt of creditorssuch additional notice. In the absence of such additional notice TXXX will, the other party may immediately terminate this Agreement on written notice subject to the party involved in such proceedings. c. Upon any termination terms and conditions of this Agreement, it assume the guaranty of all Loans as to which a commitment to lend is understood and agreed that made prior to the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the effective date of termination. In the event this Agreement terminates or expires and only one disbursement of a multi-disbursement loan has been made prior to that date, the other disbursement will also be guaranteed pursuant to the terms of this Agreement.

Appears in 1 contract

Samples: Guaranty Agreement (National Collegiate Student Loan Trust 2006-3)

Term and Termination. a. Unless sooner This Agreement begins as of the date: (i) you first accept a Card after receipt of this Agreement or otherwise indicate your intention to be bound by this Agreement by submitting Charges to us under this Agreement; or (ii) we approve your application to accept the Cards, whichever occurs first, and shall continue unless and until terminated by either party by giving the other party not less than one hundred and eighty (180) days’ written notice, or otherwise in accordance with the provisions terms of this Agreement, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. b. This Agreement If you have not submitted a Charge within any period of twelve (12) consecutive months, we may be terminated (i) deem this an offer by you to terminate this Agreement, which we may accept by technically blocking your access to our services under this Agreement, or (ii) suspend your access to our services. We reserve the right to notify your point of sale terminal provider of termination of this Agreement. An offer to terminate hereunder does not preclude you from exercising any other rights of termination you may have under this Agreement. If you have not submitted a Charge for a period of twelve (12) consecutive months and wish to continue accepting the following: i. In Card, you must contact us to determine the status of your account and (i) in the event that we have terminated the Agreement, enter into a new agreement with us, or (ii) in the event that we suspended your access to our services, request that we reactivate your access to our services. Failure to do so may result in delay of a material payments to you by us. c. Without prejudice to our rights of immediate termination in Section 7, this Section 13 or Section 15 or our rights of termination otherwise, if either party materially breaches its obligations and fails to remedy such breach of this Agreement by either party, within fourteen (14) days after written notice from the other party shall have specifying the right to cancel breach and requiring such remedy, then the party not in breach may terminate this Agreement immediately upon notice to the other party. d. If this Agreement is terminated, without prejudice to any other rights or remedies which we may have, we may withhold from you any payments until we have fully recovered all amounts owing to us and our Affiliates by service of written notice upon the defaulting party (the "Default Notice")you and your Affiliates. In the event If any amounts remain unpaid, you and your successors and permitted assigns will remain liable for such breach is not cured amounts and will pay us within thirty (30) days after service of the Default Noticerequest. You must also remove all displays of our Marks, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination return our materials and equipment immediately, and submit to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days us any Charges and the defaulting party gives timely notice Credits incurred prior to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusiontermination. ii. MHS may terminate this Agreement upon one (e. The terms of Sections 1) day's notice in the event , 6, 7, 10, 11, 12, 13, 14, and 15 and paragraphs 1.i, 3.e, 5 and 6 of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any Schedule A will survive termination of this Agreement, it together with any other term which by its nature is understood and agreed that the intended to do so. Our right of Group direct access to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well your Account will also survive until such time as all other materials credits and supplies then located debits relating to transactions in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of accordance with the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationbeen made.

Appears in 1 contract

Samples: Terms and Conditions for Card Acceptance

Term and Termination. a. Unless sooner terminated in accordance with This Agreement shall commence on the provisions of this AgreementEffective Date, this Agreement and shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systemstwo (2) years, Inc. - Support Services unless earlier terminated as set forth in this Agreement 15 forty (40) years after the Effective Date. Following the initial term"Term" In addition to any other right or remedy available to a party under this Agreement or otherwise, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. b. This may terminate this Agreement may be terminated by if the other party breaches any of the following: i. In the event of a material breach provision of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is and has not cured the breach within thirty (30) days after service receipt of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty breach from the nonbreaching party, which notice shall describe, with as much particularity as possible, the alleged material breach. DLMSI, may alter, modify, or suspend the SkyMiles Program at any time without notice. DLMSI may terminate the SkyMiles Program upon giving six (606) months advance written notice. DLMSI or Company may terminate this Agreement, without cause and for the terminating party's convenience, effective forty-five (45) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely following written notice to the other party. Except for payments specifically set forth in Section 9(f), neither party shall be liable to the other for any damages, including lost anticipated profits or benefits, on account of such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. iia termination. MHS may terminate this Agreement upon one (1) day's notice in In the event of termination of Company's participation in the dissolution SkyMiles Program for any reason, including the termination or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination expiration of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession parties shall jointly notify affected Members of the furniturepending discontinuation. At no time during the Term or thereafter shall Company make targeted solicitations to Company customers who were acquired via SkyMiles Program acquisitions channels to join any program or service provided by Company, fixtureswhich program or service is co-branded, furnishingscross-marketed, equipment or associated in any way with any other airline. Mass mailings, media marketing and leasehold improvements advertising shall terminatenot be considered a targeted solicitation pursuant to this provision. For a period of six (6) months from the time of such notice of discontinuation to Members, Delta shall continue to award Delta Miles to Members who were participants in the Incentive Program at the time of such discontinuation and who earned Delta Miles under the Incentive Program before the effective date of termination, and Group Company shall immediately vacate pay with respect to such Delta Miles, in accordance with the terms of this Agreement. In the event of termination of Company's participation in the SkyMiles Program for any reason, including the termination or expiration of this Agreement, Company shall pay DLMSI the total amount owing for Delta Miles earned or awarded prior to the effective date of termination in accordance with the formula set forth in Exhibit B. Any shortfall in Company's Promotional Materials and surrender possession Advertising commitment in Exhibit E shall be invoiced by DLMSI to MHS Company. Company shall pay such revenue guarantee shortfall and recalculated invoices, if any, within thirty days of the Clinicseffective date of termination. During any period after which notice of termination has been given by either party, furnitureand prior to termination of Company's participation in the SkyMiles Program, fixturesexcept as otherwise provided in this Agreement, furnishingseach party shall continue to fulfill its respective obligations under this Agreement, equipment unless otherwise prohibited by law, and leasehold improvements as well as all other materials shall cooperate in the orderly wind-down of Company's participation in the SkyMiles Program. Articles 1, 6, 7, 8, 11, and supplies then located in 14 through 19 shall survive termination or upon the premises expiration of such Clinics. The various rights and remedies herein provided shall be cumulative and this Agreement, in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise provisions which by their nature should, or by their express terms do, survive or extend beyond termination or expiration of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationthis Agreement.

Appears in 1 contract

Samples: Skymiles Program Participation Agreement (E Loan Inc)

Term and Termination. a. Unless sooner terminated in accordance with the provisions The term of this Agreement, this Agreement MTSA shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after commence on the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end Start Date of the initial term and end 12 months thereafter (the "Initial Term"). Thereafter, this MTSA shall automatically renew for succeeding 12-month annual term(s), hereinafter known as the "renewal period(s)" (collectively "Term"); unless either party provides written notice on or before 30 days preceding an anniversary of the Start Date of its intent not to renew for the next annual period. The amount of charges for any renewal term either party gives notice period for Services shall be at PTI's then current prices in effect at the time of termination. b. This Agreement may be terminated by any of the following: i. such renewal. In the event of the termination of the underlying end user software agreement for the Product, it is the intent of the parties that this MTSA shall concurrently terminate. If Customer fails to pay any invoice in full within a material breach period of 30 days after the same is due, PTI may terminate this Agreement by MTSA upon 5 business days' notice to Customer without any liability to Customer whatsoever. Except for Customer's failure to make payments, as invoiced, either party, party may terminate this MTSA on notice if the other party has defaulted in the performance of its obligations under this MTSA, has breached any material provision of this MTSA, or becomes insolvent, invokes as a debtor any laws relating to the relief of debtors' or creditors' rights, or has such laws invoked against it as a debtor. Such termination shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) be effective 30 days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Noticenotice, unless such default or breach cannot be has been cured or the terminating party is satisfied with other party's solvency within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. iithat time. MHS may terminate this Agreement upon one (1) day's notice in the event Upon termination of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcyMTSA due to Customer's breach, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements PTI shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under accelerate all remaining payments for the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise Term and any other right or remedy at law or in equity. Termination of the Agreement prepaid fees shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationrefunded.

Appears in 1 contract

Samples: Maintenance & Technical Support Agreement

Term and Termination. a. Unless sooner terminated in accordance with the provisions 7.1 The initial term of this AgreementAgreement shall commence on[______], and shall continue until the first anniversary of such date. Thereafter, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed renew for successive ten (10) one-year renewal terms unless more either party provides written notice of non-renewal and termination not less than 180 ninety (90) days prior to the end of the initial term or any renewal term either party gives notice of terminationthen-current term. b. This Agreement may be terminated by any of the following: i. 7.2 In the event of that the parties are unable to agree on a material breach of this Agreement by either partyproposed modification to the Program Guidelines as provided in Section 6, above, the other party proposing the modification shall have the right to cancel option of terminating this Agreement by service of effective immediately upon written notice upon of termination to the defaulting other party, provided that the party (the "Default Notice"). In the event such breach is not cured desiring to exercise this option to terminate does so within thirty (30) days after service of the Default Noticeend of the thirty (30) day period provided in Section 6 for the resolution of any differences. 7.3 To the extent permitted by applicable law, if either party should become subject to bankruptcy, receivership, or other proceedings affecting the rights of its creditors generally, the party becoming subject to such proceedings will promptly notify the other party thereof, and this Agreement will be deemed terminated immediately upon the initiation of such proceedings without the need of notice to the other party. 7.4 Termination shall immediately terminate at be prospective only and shall not affect the election obligations of the non-defaulting party upon the giving of a written notice of parties hereto which were incurred prior to such termination to the defaulting party no later than sixty (60) days after the giving or any of the Default Notice, unless such breach cannot be cured within warranties and indemnities contained herein or the provisions of Section 8 below (regarding confidentiality). Not less than thirty (30) days and prior to the defaulting party gives timely effective date of termination, XXXX may, by additional notice to the other party Lender, terminate its obligation to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in assume the event guaranty of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, all or any assignment for subset of otherwise qualifying Loans as to which a commitment to lend is made after the benefit Lender's receipt of creditorssuch additional notice. In the absence of such additional notice XXXX will, the other party may immediately terminate this Agreement on written notice subject to the party involved in such proceedings. c. Upon any termination terms and conditions of this Agreement, it assume the guaranty of all Loans as to which a commitment to lend is understood and agreed that made prior to the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the effective date of termination. In the event this Agreement terminates or expires and only one disbursement of a multi-disbursement loan has been made prior to that date, the other disbursement will also be guaranteed pursuant to the terms of this Agreement.

Appears in 1 contract

Samples: Guaranty Agreement (National Collegiate Funding LLC)

Term and Termination. a. Unless sooner 14.1 The On-boarding Services shall commence on the Effective Date and shall continue until the Go Live Date. On or around the Go Live Date, the Customer shall confirm to the Supplier, whether or not the Customer intends to subscribe to the Software. The Customer retains the right not to subscribe to the Software and in this case this Agreement shall terminate on the date that such notification is given by the Customer to the Supplier. On confirmation of the Customer’s intention to subscribe to the Software, this Agreement shall continue, unless otherwise terminated as provided in this clause 14, for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, during the period of 7 Business Days prior to the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (b) otherwise terminated in accordance with the provisions of this Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the 14.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement shall remain in with immediate effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. b. This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of giving written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion.if: ii. MHS may terminate this Agreement upon one (1a) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; (b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; (c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; (d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; (h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; (i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; (j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; (k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(d) to clause 14.2(j) (inclusive); (l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 14.3 On termination of this Agreement on written notice for any reason: (a) all licences granted under this Agreement shall immediately terminate; (b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the party involved other party; (c) the Supplier will promptly permanently and irretrievably delete all electronic copies of the Customer Data from its computer systems (including without limitation servers, hardware and mobile devices) and from digital media in such proceedings. c. Upon any its possession or control; promptly destroy or deliver up to the Customer all hard copies of the Customer Data; and within 10 Business Days after termination of this Agreement, it is understood and agreed certify in writing to the Customer that the right of Group to occupy the Clinics and to use and possession this has been done and; (d) any rights, remedies, obligations or liabilities of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession parties that have accrued up to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

Appears in 1 contract

Samples: Software Service Agreement

Term and Termination. a. Unless sooner 14.1. This agreement shall, unless otherwise terminated as provided in accordance this clause 14, commence on the Effective Date and shall continue for the Licence Period, after which it shall automatically renew for successive periods of equal duration to the Licence Period (each a “Renewal Term”). Any Additional Products purchased by the customer during the Licence Period will also automatically renew for the full Renewal Term. 14.2. Either party may serve notice to terminate this agreement at any time, such notice to expire at the end of the current Licence Period or Renewal Term as the case may be. Notice in relation to the terminate right detailed in this clause 14.1 shall be served via the subscription options on the Third Party Marketplace, or the Supplier’s website. 14.3. The Customer shall ensure that all Customer Data is extracted from the Services prior to termination. 14.4. If the Customer fails to comply with the provisions of this Agreementclause 14.3, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following Customer agrees and instructs that Customer Data will be deleted on the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice date of termination. b. This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice")14.5. In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise Without affecting any other right or remedy at law available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if: (a) the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; (b) the Customer commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; (c) the Customer repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; (d) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; (e) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in equity. Termination connection with the winding up of the Agreement Customer other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; (g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Customer; (h) the holder of a qualifying floating charge over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver; (i) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer; (j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Customer’s assets and such attachment or process is not discharged within 14 days; (k) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.5(d) to clause 14.5(j) (inclusive); or (l) the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 14.6. On termination of this agreement for any reason: (a) all licences granted under this agreement shall not release immediately terminate and the Customer shall immediately cease all use of the Products and/or the Documentation; (b) each party shall return and make no further use of any Products, equipment, property, Documentation and other items (and all copies of them) belonging to the other party; and (c) any rights, remedies, obligations or discharge either party from any obligation, debt or liability which shall liabilities of the parties that have previously accrued and remain up to be performed upon the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

Appears in 1 contract

Samples: Software License Agreement

Term and Termination. a. Unless sooner 14.1 This agreement shall commence on the Effective Date and shall continue for the Initial Subscription Term unless terminated either in accordance with this clause 13 or by either party giving not less than 30 days’ written notice to the provisions of other party. Where written notice to terminate is given in accordance with this Agreement, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial termclause 14.1, this agreement shall be terminate on the calendar month anniversary of the Activation Date which falls at least 30 days from the date the written notice was served. g. if the Activation Date is 1 March and notice to terminate this agreement is given on 20 March, this agreement would terminate on 30 April. 14.2 If not terminated during the Initial Subscription Term, this agreement shall automatically renewed renew for successive ten periods of 1 month (10) year renewal terms each a Renewal Period), unless more terminated by either party giving not less than 180 days prior 3 months’ written notice to the end of other party. The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the initial term or any renewal term either party gives notice of terminationSubscription Term. b. This Agreement 14.3 Without affecting any other right or remedy available to it, Perceiv may be terminated terminate this agreement with immediate effect by any of giving written notice to the followingCustomer if: i. In 14.3.1 the event of Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; 14.3.2 the Customer commits a material breach of any other term of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party agreement which is irremediable or (the "Default Notice"). In the event if such breach is not cured remediable) fails to remedy that breach within thirty (30) a period of 30 days after service being notified in writing to do so; 14.3.3 the Customer repeatedly breaches any of the Default Notice, terms of this Agreement shall immediately terminate at agreement in such a manner as to reasonably justify the election of opinion that its conduct is inconsistent with it having the non-defaulting party upon the giving of a written notice of termination intention or ability to give effect to the defaulting terms of this agreement; or 14.3.4 the Customer reduces the number of User Subscriptions to zero. 14.4 Without affecting any other right or remedy available to it, either party no later than sixty (60) days after the may terminate this agreement with immediate effect by giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely written notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion.if: ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, 14.4.1 the other party may immediately terminate this Agreement suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Xxx 0000; 14.4.2 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 14.4.3 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 14.4.4 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; 14.4.5 the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; 14.4.6 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; 14.4.7 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on written notice or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; 14.4.8 any event occurs, or proceeding is taken, with respect to the other party involved in such proceedingsany jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.4.1 to 14.4.7(inclusive); or 14.4.9 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. c. Upon any 14.5 On termination of this Agreementagreement for any reason: 14.5.1 all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation; 14.5.2 each party shall return and make no further use of any equipment, it is understood property, Documentation and agreed other items (and all copies of them) belonging to the other party; 14.5.3 Perceiv may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with good industry practice unless Perceiv receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Perceiv shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the right of Group to occupy the Clinics Customer has, at that time, paid all fees and to use charges outstanding at and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in resulting from termination (whether or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy due at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination). The Customer shall pay all reasonable expenses incurred by Perceiv in returning or disposing of Customer Data; and 14.5.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

Appears in 1 contract

Samples: Software Supply Agreement

Term and Termination. a. Unless sooner 9.1. This Agreement shall, unless otherwise terminated as provided in accordance with this clause 9, commence on the provisions Commencement Date and shall continue for a period of this Agreement[ 1 ] year(s) (“Initial Term”) and, thereafter, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten periods of 12 months (10) year each a “Renewal Period” unless notice of non-renewal terms unless more is received by either Party from the other not less than 180 60 days prior to the end of the initial term Initial Term or Renewal Period in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period. Upon termination the Company will charge reasonable professional fees for the professional time taken to return Customer Data to the Customer. 9.2. This Agreement shall be terminated: 9.2.1. forthwith by either Party giving notice if the other commits any material breach of any terms of this Agreement and in the case of a breach capable of remedy has not remedied it with 30 days after receipt of notice in writing requiring it to do so; 9.2.2. forthwith by either Party giving notice if the other shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if the trustee receiver or Administrative Receiver or similar officer is appointed in respect of all or any renewal term part of the business or assets of the other Party or analogous action in any jurisdiction in consequence of debt; 9.2.3. forthwith by either party gives Party without cause upon not less than ninety (90) days’ written notice to the other Party. 9.3. Any termination of this Agreement pursuant to this clause 9 shall be without prejudice to any other rights or remedies a Party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either Party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after termination. b. This Agreement may be terminated 9.4. Waiver by either Party of a breach or default of any of the following: i. In the event of a material breach provisions of this Agreement by either party, the other party Party shall have the right to cancel this Agreement by service not be construed as a waiver of written notice upon the defaulting party (the "Default Notice"). In the event such any succeeding breach is not cured within thirty (30) days after service of the Default Notice, this Agreement same or other provisions nor shall immediately terminate at any delay or omission on the election part of the non-defaulting party upon the giving either Party to exercise or avail itself of any rights power or privilege that it has or may have hereunder operate as a written notice waiver of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such any breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to or default by the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionParty. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.

Appears in 1 contract

Samples: Service Agreement

Term and Termination. a. Unless sooner terminated in accordance with the provisions of this Agreement, this This Agreement shall remain is in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systemsas long as You have a valid License Term or Subscription Term (the “Term”), Inc. - Support Services unless sooner terminated as permitted in this Agreement. Either Party may terminate this Agreement 15 forty (40) years after before the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end expiration of the initial term or any renewal term either party gives notice of termination. b. This Agreement may be terminated by Term if the other Party materially breaches any of the following: i. In the event of a material breach terms of this Agreement by either party, and does not cure the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after breach. Either Party may also terminate the giving Agreement before the expiration of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to Term if the other party Party ceases to such effect and promptly undertakes appropriate steps operate, declares bankruptcy, seeks moratorium, composition or analogous settlement proceedings, or becomes insolvent or otherwise unable to effect such cure and pursues such action to conclusion. iimeet its financial obligations. MHS You may terminate this Agreement upon one at any time without cause (1for convenience) day's with notice to US, but You will not be entitled to any credits or refunds as a result of convenience termination for prepaid but unused Solutions, Hosted Services subscriptions, Support and Maintenance or Custom solutions. Except where an exclusive remedy may be specified in this Agreement, the event exercise by either Party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Once the Agreement terminates, You (and Your Authorized Users) will no longer have any right to use or access any Solutions, Hosted Services or any information or materials that We make available to You under this Agreement, including Our Confidential Information. You are required to delete any of the dissolution or liquidation of the Group. iiiforegoing from Your systems as applicable (including any third party systems operated on Your behalf) and provide written certification to Us that You have done so at Our request. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon The following provisions will survive any termination or expiration of this Agreement: Sections 7.7.3 (Indemnity for Your Data), it is understood 9.3 (Payment), 9.4 (Taxes), 10 (Restrictions), 11 (License Certifications and agreed that the right Audits), 12 (Intellectual Property - Ownership and Feedback), 13 (Confidentiality), 14 (Term and Termination), 15.2 (Warranty Disclaimer), 15.3 (Limitation of Group to occupy the Clinics Liability), 17 (Publicity Rights), 19 (Governing Law and to use Dispute Resolution) and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination21 (General Provisions).

Appears in 1 contract

Samples: Consulting Customer Agreement

Term and Termination. a. Unless sooner terminated in accordance with the provisions of this Agreement9.1 Notwithstanding earlier termination under clause 9.2, this Agreement shall remain in commence on the Commencement Date and continue: (a) Until the Consultancy is completed; and/or (b) In full force and effect for an initial term of -------------------------------------------------------------------------------- Mutual Health SystemsServices for the Initial Term (as set out in the Order Form, Inc. - Support Services Agreement and in all cases the Initial Term automatically starts 15 forty (40) years business days after the Effective Commencement Date. Following , notwithstanding whether the initial term, Customer has provided all prerequisite data) and thereafter this agreement Agreement shall be automatically renewed continue for successive ten (10) year renewal terms Services for succes sive 12 month periods unless more than 180 a party gives written notice to terminate this Agreement to the other party at least 60 days prior to before the end of the initial term Initial Term or any renewal term either party gives notice of terminationthereof. b. This Agreement may be terminated 9.2 Either party may, by any of written notice to the following: i. In the event of a material breach of other, terminate this Agreement by either party, immediately without prejudice to any other rights or remedies it may otherwise have if (a) the other party shall have is guilty of any material breach, non-observance or non-performance of any of its obligations and does not remedy the right to cancel this Agreement by service same within 28 days of written notice upon the defaulting party (the "Default Notice"). In the event of such breach is not cured within thirty (30being given; ( b) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution becomes insolvent or liquidation of the Group. iii. Upon institution of makes any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, special arrangement or any special assignment for the benefit of its creditors, or is the subject of a voluntary or involuntary filin g under the bankruptcy laws of any jurisdiction; (c) the other party may immediately terminate is adjudicated bankrupt; or (d) a receiver is appointed for the other party’s business. The effective date of termination shall be the date of receipt of such notice and if the Customer terminates this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of under this Agreement, clause 9.2 it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under a reimbursement of the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or Charges paid in equity. Termination advance on a pro rata basis. 9.3 Any termination of the Agreement shall not release or discharge either party SSL from any obligationliability for further performance and shall entitle SSL upon reasonable notice to the Customer to enter Customer’s premises and recover any Equipment, debt or liability Software and materials which are the property of SSL and, subject to the last sentence of clause 9.2, Customer shall have previously accrued upon request pay for any unpaid Charges and remain to be performed upon the date of terminationexpenses.

Appears in 1 contract

Samples: Terms and Conditions

Term and Termination. a. Unless sooner terminated in accordance with A. This Agreement shall be effective on the provisions date first written above and shall continue for a period of this Agreementthree (3) years (the "Initial Term"). B. Upon the expiration of the Initial Term, this Agreement shall remain in effect automatically renew for an initial term successive terms of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty three (403) years after ("Renewal Terms") each, unless the Effective DateCompany or Investor Services Group provides written notice to the other of its intent not to renew. Following the initial term, this agreement shall Such notice must be automatically renewed for successive ten received not less than ninety (1090) year renewal terms unless days and not more than 180 one-hundred eighty (180) days prior to the end expiration of the initial term Initial Term or any renewal term either party gives notice of terminationthe then current Renewal Term. b. This Agreement may be terminated by any of the following: i. C. In the event a termination notice is given by the Company, all expenses associated with movement of records and material sand conversation thereof to a successor service provider will be borne by the Company. D. If a party hereto is guilty of a material breach of this Agreement by either party, failure to perform its duties and obligations hereunder (a "Defaulting Party") the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default NoticeNon-Defaulting Party"). In ) may give written notice thereof to the event Defaulting Party, and if such material breach is shall not cured have been remedied within thirty (30) days after service of such written notice is given, then the Default Notice, Non-Defaulting Party may terminate this Agreement shall immediately terminate at the election of the non-defaulting party upon the by giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely written notice of such termination to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. iiDefaulting Party. MHS may terminate this Agreement upon one (1) day's notice in If Investor Services Group is the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcyNon-Defaulting Party, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any its termination of this Agreement, it is understood and agreed that Agreement shall not constitute a waiver of any the right rights or remedies of Investor Services Group with respect to services performed prior to such termination of rights of Investor Services Group to occupy be reimbursed for out-of-pocket expenses. In all cases, termination by the Clinics and to use and possession Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies it might have under this Agreement or otherwise against the parties may be entitled Defaulting Party. E. Notwithstanding anything contained in this Agreement to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systemscontrary, Inc. - Support Services Agreement 16 not impair should the rights of either party Company desire to exercise move any other right or remedy at law or in equity. Termination of the Agreement service provided by Investor Services Group hereunder to a successor service provider prior to the expiration of the then current Initial or Renewal Term, or should the Company or any of its affiliates take any action which would result in Investor Services Group ceasing to provide fund accounting services to the Company prior to the expiration of the Initial or any Renewal Term, Investor Services Group shall not release make a good faith effort to facilitate the conversion on such prior date, however, there can be no guarantee that Investor Services Group will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider or discharge either party from should the Company or any obligationof its affiliates take any action which would result in Investor Services Group ceasing to provide fund accounting services to the company prior to the expiration of the Initial or any Renewal Term, debt or liability which the Company shall have previously accrued and remain pay to be performed upon the date of terminationInvestor Services Group an amount equal to six month's fees.

Appears in 1 contract

Samples: Accounting Services Agreement (Torray Fund)

Term and Termination. a. Unless sooner terminated in accordance with 6.1 This Hosting Agreement shall commence on the provisions Service Start Date when accepted by Abtech. Regardless of this date of the execution of the Hosting Agreement, this Hosting Services and payment for such Hosting Services will continue for a) the higher of twelve (12) months from Service Start Date or b) any minimum term stated in Schedule C, after which time the Hosting Agreement shall remain in effect will automatically renew for an initial term additional twelve (12) month term. Client must notify Abtech in writing of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services its intent not to renew this Hosting Agreement 15 forty in full or in part no less than sixty (4060) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to days’ notice before the end of the initial term. 6.2 Notwithstanding the foregoing, either party may terminate this Hosting Agreement or any Addendum immediately if the other party: (a) experiences a Change of Control; (b) experiences a Bankruptcy Event unless it is succeeded by a permitted assignee under this Hosting Agreement; (c) fails to fulfill in any material respect its obligations or breaches any material term or any renewal term either party gives notice of termination. b. This condition under this Hosting Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event and does not cure such breach is not cured failure within thirty (30) days after service of receipt of written notice; (d) or is no longer in the commercial interest of Abtech to continue the Hosting Agreement or any Addendum. 6.3 Upon termination of this Hosting Agreement and any Addenda for any reason (including the expiration of this Hosting Agreement by its terms for the termination of the Default NoticeHosting Agreement for cause): 6.3.1 Abtech shall permit the removal of all Client property, this Agreement Client Environment, and supplies from Abtech within fifteen (15) days from date of termination. Failure to remove these items within the time allotted will result in further invoices until such time that the items are removed by Client. Client is responsible for any damage in transit from Abtech back to Client. 6.3.2 Client shall immediately terminate at the election pay to Abtech within ten (10) days of the nontermination date all charges due, including, if any, liquidated damages. 6.3.3 Abtech shall assist Client with the termination or transfer of Hosting Services, including assisting Client in the timely transfer of Hosting Services to another designated service provider. Client agrees to pay Abtech in advance for the rendering of such assistance as a Project. 6.4 If termination by either party results from any reason besides Abtech’s failure under 6.2(c) or 6.2(d), Client agrees that it would be difficult to ascertain the damages to Abtech of such termination, and that Client shall pay Abtech all MMC for the remainder of the term and any term-defaulting based discounts as liquidated damages, and not as a penalty. 6.5 If termination by either party upon results from Abtech’s failure under 6.2(c) or 6.2(d) within the giving of a written notice of termination cure period defined in 6.2(c), Abtech agrees to refund any pre-paid amount from Client for Hosting Services minus the charges to provide such Hosting Services to Client up to the defaulting party no later than sixty (60) days last date that Abtech provides Hosting Services to Client. 6.6 Client may decrease the amount of Hosting Services needed to support Client Environment at any time after the giving initial term of the Default Notice, unless such breach cannot be cured within Hosting Agreement ends by providing a thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on day written notice to Abtech prior to renewal Client may add Hosting Services at any time during the party involved in such proceedingsHosting Agreement term by providing notice to Abtech and signing a new Addendum. c. Upon 6.7 Sections 5.2, 5.4, 5.7, and any section stating an explicit duration will survive the termination of this Hosting Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.

Appears in 1 contract

Samples: Hosting Agreement

Term and Termination. a. Unless sooner 14.1 This Agreement commences on the Effective Date and, unless terminated earlier in accordance with this clause 14, shall continue in force for the Initial Term. 14.2 At the end of the Initial Term, this Agreement will automatically renew for successive periods of twelve months (each an “Extended Term”) unless and until: (a) it is terminated by either party giving written notice to the other not less than 90 days prior to the end of the Initial Term or the Extended Term, to terminate this Agreement, such termination to be effective from the last day of the Initial Term or of the applicable Extended Term (as the case may be); or (b) it is otherwise terminated in accordance with the provisions of this Agreement, clause 14. 14.3 Without prejudice to any rights that either party may have accrued under this Agreement shall remain in or any of their respective remedies, obligations or liabilities, either party may terminate this Agreement with immediate effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior by giving written notice to the end of the initial term or any renewal term either other party gives notice of termination. b. This Agreement may be terminated by any of the followingif: i. In (a) the event of other party commits a material breach of any term of this Agreement by either party, the other party shall have the right and fails to cancel this Agreement by service remedy that breach within a period of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service being notified in writing to do so; (b) the other party becomes subject to an Insolvency Event; (c) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to an Insolvency Event; 14.4 Without affecting any other right or remedy available to it, Nettitude may terminate this Agreement and any of the Default Notice, services provided under Schedule 1 or 2 immediately on written notice to the Customer if the Customer fails to pay any amount due under this Agreement shall immediately terminate at on the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later due date for payment and remains in default not less than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice after being notified in writing by Nettitude to the other party to make such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS payment; Nettitude may terminate this Agreement upon one (1) day's notice in with immediate effect if the event of the dissolution Customer suspends or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedingsceases, or any assignment for the benefit threatens to suspend or cease, carrying on all or a substantial part of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedingsits business. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.

Appears in 1 contract

Samples: Master Service Agreement

Term and Termination. a. Unless sooner terminated in accordance with the provisions 3.1. The term of this Agreement, this Agreement shall remain in effect commence on the Effective Date and shall continue for an initial a term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed [ *** ] with automatic renewal for successive ten (10) year renewal additional [ *** ] terms unless more than 180 days either Party gives written notice at least [ *** ] months prior to the end expiration of the initial term such year term, or any renewal term either party gives notice of terminationunless terminated sooner pursuant to Sections 3.2, 3.3 or 3.4 below (“Term”). b. 3.2. This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice Party in the event of the dissolution material breach or liquidation default by the other Party of the Groupterms and conditions hereof; provided however, that the other Party shall first give to the defaulting Party written notice of the proposed termination or cancellation of the Agreement, specifying the grounds therefor. Upon receipt of such notice, the defaulting party shall have [ *** ] days to cure such breach or default, except with respect to DIOSYNTH’S failure to meet the minimum gram guarantee or production of non-conforming Product, which shall be governed by Sections 8.1 and 8.4 of this Agreement. If the defaulting Party fails to cure such breach or default within the time set forth above, then the other Party may immediately terminate this Agreement. Termination of this Agreement pursuant to this Article 3.2 shall not affect any other rights or remedies which may be available to the non-defaulting Party subject to the limitations contained in Article 15. iii3.3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any This Agreement may be terminated by either Party if the other Party makes an assignment for the benefit of its creditors, or is placed in receivership, liquidation, or bankruptcy. 3.4. This Agreement may be terminated immediately at DIOSYNTH’S option if DENDREON fails to place an Order for at least a [ *** ] -month Campaign and purchase the other party may immediately Ancillary Component from that [ *** ] month Campaign in any [ *** ] month period following the first Order. 3.5. It is anticipated that approval of the current Ancillary Component manufacturing process will be sought by Biologics License Application (“BLA”) with the FDA in the third quarter of 2006. This Agreement assumes the BLA will be accepted for review, and approved by the FDA using the current Ancillary Component manufacturing process as defined in the batch records and deliverables from the BSA. Should the FDA require material changes to the process, the parties will negotiate appropriate amendments to this Agreement in good faith. 3.6. The right of either Party to terminate this Agreement on written notice as provided in Sections 3.2, 3.3 or 3.4 shall not be affected in any way by its waiver of, or failure to take action with respect to, any other default. [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION 3.7. Termination of this Agreement for any reason shall not relieve the party involved in other Party of any liability or from any obligations which have accrued under this Agreement prior to such proceedingstermination; provided that DENDREON may, at its option, cancel any outstanding orders for Ancillary Component without charge or other liability upon termination of this Agreement by DENDREON for DIOSYNTH’S material breach or default under Section 3.2. c. Upon any 3.8. The following Sections shall survive expiration or termination of this Agreement: Sections 3.7, it is understood 3.8 and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate5.2, and Group shall immediately vacate Articles 9 through 17 and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination21.

Appears in 1 contract

Samples: Supply Agreement (Dendreon Corp)

Term and Termination. a. Unless sooner 15.1 The Agreement shall, unless otherwise terminated as provided in accordance with the provisions of this Agreementclause 15, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after commence on the Effective Date. Following Date and shall continue for the initial termInitial Subscription Term. 15.2 After the Initial Subscription Term, this agreement the Agreement shall be automatically renewed for successive ten (10) year subsequent renewal terms of successive periods of 1 month (each a Renewal Period), unless more than 180 days prior to either party notifies the other party of termination, in writing, at least 1 month before the end of the initial term Initial Subscription Term or any renewal term Renewal Period, in which case the Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period. 15.3 The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 15.4 Without affecting any other right or remedy available to it, either party gives notice of termination. b. This may terminate the Agreement may be terminated with immediate effect by any of the following: i. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of giving written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion.if: ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, 15.4.1 the other party may immediately terminate this fails to pay any amount due under the Agreement on written notice the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; 15.4.2 the other party commits a material breach of any other term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; 15.4.3 the other party repeatedly breaches any of the terms of these Conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Conditions; 15.4.4 the other party involved in such proceedings. c. Upon any termination suspends, or threatens to suspend, payment of this Agreement, it its debts or is understood and agreed that unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the right meaning of Group to occupy the Clinics and to use and possession section 123 of the furnitureInsolvency Act 1986; 15.4.5 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all a scheme for a solvent amalgamation of that other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of party with one or more other companies or the solvent reconstruction of such rights that other party; 15.4.6 a petition is filed, a notice is given, a resolution is passed, or remedies shall -------------------------------------------------------------------------------- Mutual Health Systemsan order is made, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law for or in equity. Termination connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 15.4.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; 15.4.8 the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; 15.4.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; 15.4.10 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days; 15.4.11 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.5.4 to clause 15.5.10 (inclusive); or 15.4.12 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 15.5 On termination of the Agreement for any reason: 15.5.1 all licences granted under these Conditions shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation; 15.5.2 each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; 15.5.3 Acea may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with clause 6.7.3, unless Xxxx receives, no later than ten days after the effective date of the termination of the Agreement, a written request for the delivery to the Customer of the then most recent back- up of the Customer Data. Acea shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon due at the date of termination). The Customer shall pay all reasonable expenses incurred by Xxxx in returning or disposing of Customer Data; and 15.5.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

Appears in 1 contract

Samples: FTC Subscription Terms and Conditions

Term and Termination. a. Unless sooner 18.1 This Agreement shall commence on the Commencement Date and each Statement of Work shall commence on the Services Commencement Date and shall remain in full force for the Initial Term unless otherwise agreed by the Parties in writing or earlier terminated in accordance with the provisions term of this Agreement. Thereafter, this Agreement and each Statement of Work shall continue to automatically renew for a Subsequent Term, unless a Party gives written notice to the other Party, not later than ninety (90) days before the end of the Initial Term or the relevant Subsequent Term, to terminate this Agreement. 18.2 Without prejudice to any rights that the Parties have accrued under this Agreement or any of their respective remedies, obligations or liabilities, a Party may terminate this Agreement with immediate effect by giving written notice to the other Party if: (a) the Customer breaches its obligations in Clauses 5.6 and 5.7; (b) the Supplier commits a material breach of any material term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of forty five (45) days after being notified to do so; (c) the other Party breaches any of the terms of Clause 11, Clause 17 or Clause 23; or (d) the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986. 18.3 If for any reason a contract between a third party and the Supplier relating to the Supplier’s right to provide the Third Party Services which is the subject of the Agreement is terminated, then the Agreement shall automatically terminate, save that where the contract relates to other Deliverables other than that Third Party Service, termination of the Agreement shall operate only in so far as it relates to such Third Party Services. 18.4 The Supplier may terminate the Subscription Services immediately on giving written notice to the Customer if the Customer (i) repeatedly fails to timely report use of the Subscription Services to the Supplier in accordance with Clause Error! Reference source not found. or (ii) repeatedly or o bviously reports (or instructs the Supplier to report) incorrect use of the Subscription Services to the Supplier. 18.5 Termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination. 18.6 On termination of this Agreement for any reason: (a) the Supplier shall remain in effect for an initial term immediately cease provision of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty the Services; (40b) years after the Effective Date. Following Customer shall pay any and all invoices and sums due and payable up to and including the initial term, this agreement shall be automatically renewed for successive ten date of termination including (101) year renewal terms unless more than 180 days prior all remaining amounts owing up to the end of the initial term or Term (as applicable); (2) any renewal term either party gives notice of termination. b. This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements Licence Fees as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue set out under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.Clause 14; and

Appears in 1 contract

Samples: Master Services Agreement

Term and Termination. a. Unless sooner 14.1 This Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (b) otherwise terminated in accordance with the provisions of this Agreement, this Agreement ; and the Initial Subscription Term together with any subsequent Renewal Periods shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after constitute the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of terminationSubscription Term. b. This Agreement 14.2 Without affecting any other right or remedy available to it, TRL may be terminated by any of the following: i. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved Customer in such proceedingsthe event that: (a) there is a Change of Control of the Customer; or. c. Upon any termination (b) it chooses to transfer its intellectual property rights in the Software and the Documentation to a group company for the purposes of internal restructuring. In this Agreementevent, it is understood and agreed TRL shall procure that the right of Group new owner offers a replacement subscription agreement to occupy the Clinics and Customer on terms equivalent to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise this Subscription Agreement. 14.3 Without affecting any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge available to it, either party from may terminate this Agreement with immediate effect by giving written notice to the other party if: (a) the other party fails to pay any obligation, debt amount due under this Agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; (b) the other party commits a material breach of any other term of this Agreement or liability the XXXX which shall have previously accrued breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 Business Days after being notified in writing to do so. The parties acknowledge and remain to be performed upon the date agree that a breach of termination.clause

Appears in 1 contract

Samples: Subscription Agreement

Term and Termination. a. Unless sooner terminated in accordance with the provisions of this Agreement, this 22.1 This Agreement shall remain be effective as of the date first above written and continue in effect for an initial term until July 1, 1999, and thereafter the Agreement shall continue in force and effect unless and until terminated as provided herein. Upon the expiration of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. b. This Agreement Party may be terminated by any of the following: i. In the event of a material breach of terminate this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a providing written notice of termination to the defaulting party no later than other Party, such written notice to be provided at least ninety (90) days in advance of the date of termination. In the event of such termination, those service arrangements made available under this Agreement and existing at the time of termination shall continue without interruption under (a) a new agreement executed by the Parties, (b) standard Interconnection terms and conditions approved and made generally effective by the Commission, (c) Tariff terms and conditions generally available to CLEC, or (d) if none of the above is available, under the terms of this Agreement on a month-to month basis until such time as (a), (b), or (c) becomes available. 22.2 For service arrangements made available under this Agreement and existing at the time of termination, if the standard Interconnection terms and conditions or Tariff terms and conditions result in the non-terminating Party physically rearranging facilities or incurring programming expense, the non-terminating Party shall be entitled to recover such rearrangement or programming costs, from the terminating Party. By mutual agreement, the Parties may jointly petition the appropriate regulatory bodies for permission to have this Agreement supersede any future standardized agreements or rules as such regulators might adopt or approve. 22.3 If either Party defaults in the payment of any amount due hereunder, or if either Party violates any other provision of this Agreement, and such default or violation shall continue for sixty (60) days after the giving of the Default Noticewritten notice thereof, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS Party may terminate this Agreement upon one and services hereunder by written notice; provided the other Party has provided the defaulting Party and the appropriate federal and/or state regulatory bodies with written notice at least twenty five (125) day's notice in days' prior to terminating service. Notice shall be posted by certified mail, return receipt requested. If the event of defaulting Party cures the dissolution default or liquidation of violation within the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditorstwenty five (25) day period, the other party may immediately Party will not terminate service or this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements but shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under recover all costs, if any, incurred by it in connection with the law. The exercise default or violation, including, without limitation, costs incurred to prepare for termination of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationservice.

Appears in 1 contract

Samples: Interconnection Agreement (Focal Communications Corp)

Term and Termination. a. Unless sooner 15.1 This Contract shall commence on the Commencement Date and unless terminated earlier in accordance with the provisions terms of this AgreementContract or the general law, this Agreement shall remain in effect for an initial term continue until the end of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement Term. 15.2 The Authority shall be automatically renewed for successive entitled to extend the Term on one or more occasions by giving the Supplier written notice no less than three (3) months prior to the date on which this Contract would otherwise have expired, provided that the duration of this Contract shall be no longer than the total term referred to in the Key Provisions. 15.3 In the case of a breach of any of the terms of this Contract by either Party that is capable of remedy (including, without limitation any breach of any KPI and any failure to pay any sums due under this Contract), the non-breaching Party shall, without prejudice to its other rights and remedies under this Contract, issue notice of the breach and allow the Party in breach the opportunity to remedy such breach in the first instance via a remedial proposal put forward by the Party in breach ("Remedial Proposal") before exercising any right to terminate this Contract in accordance with Clause 15.4.1(ii) of this Schedule 2. Such Remedial Proposal must be agreed with the non-breaching Party (such agreement not to be unreasonably withheld or delayed) and must be implemented by the Party in breach in accordance with the timescales referred to in the agreed Remedial Proposal. Once agreed, any changes to a Remedial Proposal must be approved by the Parties in writing. Any failure by the Party in breach to: 15.3.1 put forward and agree a Remedial Proposal with the non-breaching Party in relation to the relevant default or breach within a period of ten (10) year renewal terms unless more than 180 days prior to Business Days (or such other period as the end non-breaching Party may agree in writing) from written notification of the initial term relevant default or any renewal term either party gives notice breach from the non-breaching Party; 15.3.2 comply with such Remedial Proposal (including, without limitation, as to its timescales for implementation, which shall be thirty (30) days unless otherwise agreed between the Parties); and/or 15.3.3 remedy the default or breach notwithstanding the implementation of termination. b. This Agreement may such Remedial Proposal in accordance with the agreed timescales for implementation, shall be terminated by any deemed, for the purposes of the following: i. In the event Clause 15.4.1(ii) of this Schedule 2, a material breach of this Agreement Contract by either partythe Party in breach not remedied in accordance with an agreed Remedial Proposal. 15.4 Either Party may terminate this Contract forthwith by notice in writing to the other Party if such other Party: 15.4.1 commits a material breach of any of the terms of this Contract which is: (i) not capable of remedy; or (ii) in the case of a breach capable of remedy, which is not remedied in accordance with a Remedial Proposal; or 15.4.2 has been served with at least two (2) previous breach notices as a result of any material breaches which are capable of remedy within any twelve (12) month rolling period whether or not the Party in breach has remedied the breach in accordance with a Remedial Proposal. The twelve (12) months rolling period is the twelve (12) months immediately preceding the date of the third breach notice. 15.5 The Authority may terminate this Contract forthwith by notice in writing to the Supplier if: 15.5.1 the Supplier, or any third party guaranteeing the obligations of the Supplier under this Contract, ceases or threatens to cease carrying on its business; suspends making payments on any of its debts or announces an intention to do so; is, or is deemed for the purposes of any Law to be, unable to pay its debts as they fall due or insolvent; enters into or proposes any composition, assignment or arrangement with its creditors generally; takes any step or suffers any step to be taken in relation to its winding-up, dissolution, administration (whether out of court or otherwise) or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) otherwise than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation; has a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer appointed (in each case, whether out of court or otherwise) in respect of it or any of its assets; has any security over any of its assets enforced; or any analogous procedure or step is taken in any jurisdiction; 15.5.2 the Supplier undergoes a change of control within the meaning of sections 450 and 451 of the Corporation Tax Act 2010 (other than for an intra-group change of control) without the prior written consent of the Authority and the Authority shall be entitled to withhold such consent if, in the reasonable opinion of the Authority, the other party shall proposed change of control will have a material impact on the right to cancel performance of this Agreement by service of written notice upon Contract or the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service reputation of the Default NoticeAuthority: 15.5.3 the Supplier purports to assign, subcontract, novate, create a trust in or otherwise transfer or dispose of this Agreement shall immediately terminate at Contract in breach of Clause 28.1 of this Schedule 2; or 15.5.4 pursuant to and in accordance with any termination rights set out in Clauses 15.6, 23.8; 25.2; 25.4 and 29.2 of this Schedule 2. 15.6 If the election Authority, acting reasonably, has good cause to believe that there has been a material deterioration in the financial circumstances of the non-defaulting Supplier and/or any third party upon guaranteeing the giving obligations of a written notice the Supplier under this Contract and/or any material subcontractor of termination the Supplier when compared to any information provided to and/or assessed by the Authority as part of any procurement process or other due diligence leading to the defaulting party no later than sixty award of this Contract to the Supplier or the entering into a subcontract by the Supplier, the following process shall apply: 15.6.1 the Authority may (60) days after the giving of the Default Notice, unless such breach canbut shall not be cured within thirty (30obliged to) days and the defaulting party gives timely give notice to the Supplier requesting adequate financial or other security and/or assurances for due performance of its material obligations under this Contract on such reasonable and proportionate terms as the Authority may require within a reasonable time period as specified in such notice; 15.6.2 a failure or refusal by the Supplier to provide the financial or other security and/or assurances requested in accordance with Clause 15.6 of this Schedule 2 in accordance with any reasonable timescales specified in any such notice issued by the Authority shall be deemed a breach of this Contract by the Supplier and shall be referred to and resolved in accordance with the Dispute Resolution Procedure; and 15.6.3 a failure to resolve such breach in accordance with such Dispute Resolution Procedure by the end of the escalation stage of such process (as set out in Clause 22.3 of this Schedule 2) shall entitle, but shall not compel, the Authority to terminate this Contract in accordance with Clause 15.4.1(i) of this Schedule 2. In order that the Authority may act reasonably in exercising its discretion in accordance with Clause 15.6 of this Schedule 2, the Supplier shall provide the Authority with such reasonable and proportionate up-to-date financial or other information relating to the Supplier or any relevant third party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionentity upon request. ii. MHS 15.7 If the Authority novates this Contract to any body that is not a Contracting Authority, from the effective date of such novation, the rights of the Authority to terminate this Contract in accordance with Clause 15.5.1 to Clause 15.5.3 of this Schedule 2 shall be deemed mutual termination rights and the Supplier may terminate this Agreement upon one (1) day's Contract forthwith by notice in writing to the event entity assuming the position of the dissolution or liquidation Authority if any of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice circumstances referred to in such Clauses apply to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that entity assuming the right of Group to occupy the Clinics and to use and possession position of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationAuthority.

Appears in 1 contract

Samples: Supply of Goods Agreement

Term and Termination. a. Unless sooner terminated in accordance with The initial term of this Agreement will begin on the provisions of “Effective Date,” which is the date on which your Membership Services begin pursuant to this Agreement, as confirmed by the Company following its receipt of a copy of the Agreement executed by you and your Membership Fee; provided that upon the Company’s receipt of the executed Agreement and the Membership Fee, the Company retains the option, in its sole discretion, not to confirm the effectiveness of this Agreement shall remain in effect for an (e.g., due to limitations on the number of Members) and to return your Membership Fee payment to you. Unless this Agreement is otherwise terminated as provided herein, the initial term of -------------------------------------------------------------------------------- Mutual Health Systemsthis Agreement will be for one (1) year, Inc. - Support Services Agreement 15 forty (40) years after commencing on the Effective Date. Following Date(the “Initial Year”), and the initial term, this agreement shall be Agreement will automatically renewed renew for successive ten one (101) year renewal terms periods (each, a “Renewal Year”), unless more either party notifies the other party in writing, not less than 180 days thirty (30) days’ prior to the end expiration of the initial term Initial Year or any renewal term either party gives notice a Renewal Year (as applicable) of termination. b. This that party’s desire not to renew this Agreement. Unless the Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement by either partyis sooner terminated, the other party shall have Company will bill you, or charge your credit card on file, for any Renewal Year before the right beginning of that year. You agree to cancel this Agreement by service of written notice upon pay the defaulting party Membership Fee for each Renewal Year (or pay the "Default Notice"). In the event such breach is not cured initial installment for that year, as applicable) within thirty (30) days after service following invoicing. Failure to pay the invoiced amount in a timely manner may result in termination of the Default Notice, this Agreement. Either party may also terminate this Agreement shall immediately terminate at the election of the non-defaulting party any time for any reason upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely days’ prior written notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. iiparty, delivered in the manner set forth in Section 4 of the Additional Terms section of the Handbook. MHS may If you terminate this Agreement, you will be refunded the pro-rata portion of any paid portion of your annual Membership Fee, minus an administrative fee of two hundred dollars ($200) (“Administrative Fee”). Except as provided below, if the Company terminates this Agreement, you will be refunded the pro-rata portion of any paid portion of your annual Membership Fee, and no Administrative Fee will be due. Any pro-rated refund will be based on the number of days remaining in your Membership term (or payment period, as applicable). In the event of your death, this Agreement upon one (1) day's notice will immediately terminate. However, in the event that your Practitioner becomes unavailable for an extended period of time, the dissolution Company may seek to identify a replacement Practitioner as your Practitioner (at least temporarily) and not terminate this Agreement, in which case you will be entitled to terminate the Agreement and obtain a pro-rated refund as provided above, or liquidation continue the Agreement if the Company finds a replacement physician or practice team. The Company will not be considered to be in breach of the Group. iii. Upon institution of this Agreement for any voluntary failure or involuntary bankruptcyany delay in fulfilling its obligations hereunder caused, reorganizationin whole or in part, insolvency directly or receivership proceedingsindirectly, by fires, natural disasters, strikes, government orders or directives, terrorist activities, health care emergencies or pandemics, or any assignment other circumstance beyond the reasonable control of the Company. In no event will the Company be liable for consequential, incidental or special damages, or any other direct or indirect damages whatsoever regardless of the benefit form of creditorsaction, even if the Company has been advised or should have been aware of the possibility of such damages. In no event will the Company’s liability to you for any claim, whether in contract, tort or any other party may immediately terminate theory of liability, exceed the Membership Fees paid by you. Each Party agrees that electronic signatures obtained through a standard click- through process, whether digital or encrypted, of the Parties included in this Agreement on written notice are intended to authenticate this writing and shall have the party involved in such proceedings. c. Upon any termination of same force and effect as manual signatures. I have read and understand this Agreement, it is understood including the Handbook, and agreed that the right of Group agree to occupy the Clinics and to use and possession all of the furnitureterms. Member Signature: Xxxxxxx CCPHP, fixturesLLC d/b/a Xxxxxxx Concierge Services Printed Name: By: Date: Its: Name: Date of Birth: Address 1: Address 0 (x.x., furnishingsxxx.): Xxxx, equipment and leasehold improvements shall terminateXxxxx, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.Xxx: Phone: Email:

Appears in 1 contract

Samples: Membership Agreement

Term and Termination. a. Unless sooner terminated in accordance with the provisions of this Agreement, this This Agreement shall remain is in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systemsas long as you have a valid License Term or Subscription Term (the “Term”), Inc. - Support Services unless sooner terminated as permitted in this Agreement. Either party may terminate this Agreement 15 forty (40) years after before the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end expiration of the initial term or any renewal term either Term if the other party gives notice of termination. b. This Agreement may be terminated by materially breaches any of the following: i. In the event of a material breach terms of this Agreement by either party, and does not cure the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting breach. Either party no later than sixty (60) days after may also terminate the giving Agreement before the expiration of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to Term if the other party ceases to such effect and promptly undertakes appropriate steps operate, declares bankruptcy, or becomes insolvent or otherwise unable to effect such cure and pursues such action to conclusion. iimeet its financial obligations. MHS You may terminate this Agreement upon one (1) day's at any time with notice to Simtronics, but you will not be entitled to any credits or refunds as a result of convenience termination for prepaid but unused Software, Hosted Services subscriptions, or support. Except where an exclusive remedy may be specified in this Agreement, the event of the dissolution or liquidation of the Group. iii. Upon institution exercise by either party of any voluntary remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or involuntary bankruptcyotherwise. Once the Agreement terminates, reorganization, insolvency you (and your Authorized Users) will no longer have any right to use or receivership proceedingsaccess any Products, or any assignment for information or materials that we make available to you under this Agreement, including Simtronics Confidential Information. You are required to delete any of the benefit of creditors, the other foregoing from your systems as applicable (including any third party may immediately terminate this Agreement systems operated on your behalf) and provide written notice certification to the party involved in such proceedings. c. Upon us that you have done so at our request. The following provisions will survive any termination or expiration of this Agreement: Sections 10.2 (Payment), it is understood 10.3 (Taxes), 11 (Restrictions), 12 (License Certifications and agreed that the right Audits), 13 (Ownership and Feedback), 14 (Confidentiality), 15 (Term and Termination), 16.2 (Warranty Disclaimer), 17 (Limitation of Group to occupy the Clinics and to use and possession of the furnitureLiability), fixtures21 (Dispute Resolution), furnishings, equipment and leasehold improvements shall terminate22 (Export Restrictions), and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination24 (General Provisions).

Appears in 1 contract

Samples: Customer Agreement

Term and Termination. a. Unless sooner 18.1 This Agreement shall come into force on the Effective Date and shall continue for the Agreement Term. Following the Initial Term or where no Initial Order is concluded, the following provisions shall apply: (a) The Agreement shall continue until the obligations agreed between the parties have been fulfilled (e.g. the provision of Hardware or Training Services); and (b) Any Subscription Services shall continue indefinitely on a rolling month-to-month basis at CoolCare’s standard rates for such Subscription Services then in force until terminated in accordance with these Conditions. 18.2 the Agreement may be terminated for convenience by the Customer in writing as follows: (a) with respect to Software Subscription Services, on 30 days’ notice, such notice to expire on or after the expiry of the Initial Term; and (b) with respect to Hardware Subscription Services, on 90 days’ notice, such notice to expire on or after the expiry of the Hardware Subscription Period. 18.3 CoolCare may terminate this Agreement on 6 months’ notice in writing in advance, such notice period to end no earlier than the date of expiry of the Initial Term or Hardware Subscription Period (whichever is later), where one has been agreed. 18.4 Without prejudice to any other rights or remedies to which the parties may be entitled, CoolCare may terminate this Agreement on 7 days’ notice without liability if any Fees are not paid when due. 18.5 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if: (a) the other party commits a material breach of any of the provisions of this AgreementAgreement and, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. b. This Agreement may be terminated by any of the following: i. In the event case of a material breach capable of this Agreement by either partyremedy, fails to remedy the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) 30 days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving receipt of a written notice of termination to the defaulting party no later than sixty (60) days after the giving full particulars of the Default Notice, unless such breach cannot and requiring it to be cured within thirty remedied; or (30b) days and the defaulting party gives timely notice to upon the other party passing a resolution for winding-up or having a petition to such effect and promptly undertakes appropriate steps wind up presented against it or going into liquidation, whether voluntary or compulsory (save for the purposes of amalgamation or reconstruction where the amalgamated or reconstructed company agrees to effect such cure and pursues such action adhere to conclusion.this Agreement) or suffering a winding-up order being made against it or going into administration; or ii. MHS may terminate this Agreement upon one (1c) day's notice in the event other party proposes a voluntary arrangement within the meaning of Section 1 or Section 253 of the dissolution Insolvency Xxx 0000, or liquidation an interim order is made in relation to the Supplier under Section 252 of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedingsInsolvency Xxx 0000, or any assignment for the benefit other steps are taken or negotiations commenced by that party or any of creditorsits creditors with a view to proposing any kind of composition, compromise or arrangement involving the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings.and any of its creditors; c. Upon any termination of this Agreement, it (d) a receiver or administrative receiver or administrator is understood and agreed that the right of Group to occupy the Clinics and to use and appointed or an encumbrancer takes possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS undertaking or assets (or any part thereof) of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon party; or (e) the premises other party is unable to pay its debts (within the meaning of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination Section 123 of the Agreement shall not release Insolvency Xxx 0000 or discharge either any statutory re-enactment or modification thereof) or ceases to or threatens to cease to carry on its business or enters into a composition with its creditors; or (f) the other party from takes or suffers any obligationaction similar or analogous to the events described in clauses 18.4 (b), debt (c), (d) or liability which shall have previously accrued and remain (e) in any jurisdiction in consequence of debt; or (g) the other party ceases, or threatens to be performed upon the date of terminationcease, to trade.

Appears in 1 contract

Samples: Terms and Conditions

Term and Termination. a. Unless sooner 15.1 Subject to Clauses 15.2 to 15.5, this Licence shall commence upon the Start Date of the Order, and shall continue, unless terminated earlier in accordance with this Clause 11, until the provisions of this Agreement, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end expiry of the initial term or any renewal term either party gives notice of terminationSubscription Period. b. This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement by either party, the other party 15.2 The Institution shall have the right to cancel terminate this Agreement Licence during the Subscription Period, by service of giving not less than 60 (sixty) days’ written notice upon to the defaulting Publisher, such notice to expire on at the end of the relevant Subscription Year. 15.3 Without affecting any other right or remedy available to it, either party (may terminate this Licence with immediate effect by giving written notice to the "Default Notice"). In other party if: 15.3.1 the event other party becomes insolvent, admits insolvency or a general inability to pay its debts as they become due, has appointed a receiver or administrative receiver over it or over any part of its undertaking or assets, passes a resolution for winding up other than a bona fide plan of solvent amalgamation or reconstruction, files a petition for protection under any applicable bankruptcy code, or has filed against it or becomes subject to an insolvency petition in bankruptcy or an order to that effect; 15.3.2 the other party commits a material or persistent breach of any term of this Licence which breach is irremediable or, if such breach is not cured remediable, fails to remedy that breach within thirty a period of sixty (3060) days after service of being notified in writing to do so. 15.4 Without affecting any other right or remedy available to it, the Default Notice, Institution may terminate this Agreement shall immediately terminate at the election of the non-defaulting party upon the Licence with immediate effect by giving of a written notice of termination to the defaulting party Publisher if the Publisher: 15.4.1 has committed a breach of Clause 5 and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so; or 15.4.2 is no later longer entitled to make the Licensed Material available for access and Permitted Use by the Institution and Authorised Users. 15.5 Without affecting any other right or remedy available to it, the Publisher may terminate this Licence with immediate effect by giving written notice to the Institution if the Institution: 15.5.1 fails to pay any undisputed amount due under this Licence on the due date for payment and remains in default for not less than sixty (60) days after being notified in writing to make such payment; 15.5.2 wilfully and repeatedly infringes, or wilfully permits Authorised Users repeatedly to infringe, the giving copyright in the Licensed Material; or 15.5.3 has committed a breach of Clause 4 (Restrictions) or Clause 8.1 (Responsibility of Institution) and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so. 15.6 For the Default Notice, unless such breach canavoidance of doubt the Institution shall not be cured within thirty (30) days and deemed to be in breach of this Licence on the defaulting party gives timely notice grounds that an act of an Authorised User, if carried out by the Institution, would have been a breach of this Licence, without prejudice to any express obligations applicable to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionInstitution under this Licence. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.

Appears in 1 contract

Samples: Journals Licence Agreement

Term and Termination. a. Unless sooner 5.1 The term of this Agreement (and Software Licenses and Services purchased hereunder) shall begin on the Effective Date and unless terminated earlier in accordance with the provisions of this Agreement, shall continue for the greater of (i) the period of one (1) year or (ii) the specific period indicated on Customer’s Purchase Order (“Initial Term”). Customer or Authorized Partner may extend the term of this Agreement by submitting a Purchase Order for the renewal of services prior to the expiration of the Initial Term. Each extension of the term as indicated on the Purchase Order shall be defined as a “Renewal Term.” The Initial Term and all subsequent Renewal Terms shall collectively be referred to as the “Term.” 5.2 If either party fails to perform any material obligation under this Agreement or otherwise materially breaches this Agreement, the non-breaching party may terminate this Agreement upon thirty (30) days written notice to the breaching party specifying the default (the “Default Notice”) unless (a) the default specified in the Default Notice has been cured within the thirty (30) day period, or (b) the default reasonably requires more than thirty (30) days to correct (excluding any failure to pay money) and the defaulting party has begun substantial corrective action to correct the default within such thirty (30) day period, in which case the termination shall not be effective unless the default has not been remedied and ninety (90) days have expired from the date of the Default Notice. 5.3 Except for: (i) Corero’s obligations pursuant to Section 11 (Indemnification), and (ii) willful wrongful conduct by or on behalf of Corero, termination of this Agreement shall remain in effect be Customer’s sole and exclusive remedy for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. b. This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionCorero. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.

Appears in 1 contract

Samples: Equipment and Service Purchase Agreement

Term and Termination. a. Unless sooner terminated 7.1 In AT&T INDIANA, the Effective Date of this Agreement shall be March 11, 2006. 7.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and will remain in effect for three (3) years after the Effective Date and continue in full force and effect, thereafter until (i) superseded in accordance with the provisions requirements of this section or (ii) terminated pursuant to the requirements of this section. No earlier than one-hundred eighty (180) days before the expiration of the term, either Party may request that the Parties commence negotiations to replace this Agreement with a superseding agreement by providing the other Party with a written request to enter into negotiations. 7.3 Notwithstanding any other provision of this Agreement either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or materially breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section shall take effect immediately upon delivery of written notice to the Party that failed to cure such material nonperformance or material breach within forty-five (45) days after written notice thereof. 7.4 If, upon termination of this Agreement other than pursuant herein, the Parties are negotiating a successor agreement, during such period each Party shall continue to perform its obligations and provide the services described herein that are to be included in the successor agreement until such time as a successor agreement becomes effective; provided, however, that if the Parties are unable to reach agreement prior to the termination of this Agreement, either Party has the right to submit this matter to the Commission for resolution. Until a successor agreement is reached or the Commission resolves the matter, whichever is sooner, the terms, conditions, rates and charges stated herein will continue to apply, subject to a true-up based on the Commission action or the new agreement, if any. 7.5 If MCIm requests renegotiations pursuant to Section 7.2, MCIm shall provide a written request to commence negotiations with AT&T INDIANA under Sections 251/252 of the Act. If AT&T INDIANA requests renegotiations pursuant to Section 7.2, MCIm shall have ten (10) calendar after its receipt of such notice to provide AT&T INDIANA with written confirmation of MCIm’s intent to pursue a successor agreement and shall provide a written request to commence negotiations with AT&T INDIANA under Sections 251/252 7.6 If neither Party requests renegotiations pursuant to Section 7.2, this Agreement shall continue in full force and effect for one year after the expiration of the original three (3) year term set forth in Section 7.2. 7.7 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), MCIm withdraws its Section 252(a)(1) request, MCIm must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that MCIm does not wish to pursue a successor agreement with AT&T INDIANA for a given state. If MCIm requests adoption of an agreement under Section 252(i), this Agreement shall remain in full force and effect for an initial until such adoption becomes effective. If MCIm affirmatively states that it does not wish to pursue a successor agreement, this Agreement shall continue in full force and effect until the later of: 1) the date one year after the expiration of the original three (3) year term of -------------------------------------------------------------------------------- Mutual Health Systemsthis Agreement, Inc. - Support Services Agreement 15 forty or 2) ninety (4090) years calendar days after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives date MCIm provides notice of terminationwithdrawal of its Section 252(a)(1) request. b. This 7.8 Upon termination of this Agreement may be terminated by any of the followingin accordance with this Section 7: i. a. each Party shall continue to comply with its Confidential Information obligations, b. each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement, and c. each Party's indemnification obligations shall survive. 7.9 In the event of a material breach termination of this Agreement by either partyherein, the other party AT&T INDIANA and MCIm shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps cooperate in good faith to effect such cure an orderly transition of service under this Agreement; provided that MCIm shall be solely responsible (from a financial, operational and pursues such action administrative standpoint) to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in ensure that its End Users have been transitioned to a new LEC by the event of the dissolution expiration date or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination date of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.

Appears in 1 contract

Samples: Interconnection Agreement

Term and Termination. a. Unless sooner terminated in accordance with the provisions of this Agreement16.1. Subject to clause 16.2, this Agreement agreement shall, unless otherwise terminated as provided in clause 16.3, commence on the Commencement Date and shall remain in effect continue for an initial term of -------------------------------------------------------------------------------- Mutual Health Systemsthe Initial Subscription Term and, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial termthereafter, this agreement shall be automatically renewed for successive ten periods of one calendar month (10each an “Initial Renewal Period”), unless: (a) year renewal terms unless more than 180 days prior to either party notifies the other party of termination, in writing, at least one calendar month before the end of the initial term Initial Subscription Term or any renewal term either party gives notice Initial Renewal Period, in which case this agreement shall terminate upon the expiry of terminationthe applicable Initial Subscription Term or the next Initial Renewal Period; (b) the Client purchases an increased Permitted Rate Limit in accordance with clause 4.4 or purchases private cloud or behind the firewall hosting during the Initial Subscription Term or any Initial Renewal Period, in which case the agreement shall be renewed in accordance with clause 16.2; or (c) otherwise terminated in accordance with the provisions of this agreement. b. This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice")16.2. In the event such breach is not cured within thirty (30) days after service that the Client purchases an increased Permitted Rate Limit in accordance with clause 4.4 or purchases private cloud or behind the firewall hosting during the Initial Subscription Term or any Initial Renewal Period, the term of this agreement shall be automatically renewed from the date of the Default Noticepurchase of the increased Permitted Rate Limit or purchases private cloud or behind the firewall hosting for a period of 12 months (the “Extended Term”) and thereafter, this Agreement agreement shall immediately terminate at automatically be renewed for a further period of 12 months (each an “Extended Renewal Period”) from the election expiry of the non-defaulting Extended Term or Extended Renewal Period, unless: (a) either party notifies the other party of termination in writing, at least 30 days before the end of the Extended Term or any Extended Renewal Period, in which case this agreement shall terminate upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving expiry of the Default NoticeExtended Term or the Extended Renewal Period; or (b) otherwise terminated in accordance with the provisions of this agreement. 16.3. Without affecting any other right or remedy available to it, unless such breach cannot be cured within thirty (30) days and the defaulting either party gives timely may terminate this agreement with immediate effect by giving written notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion.if: ii. MHS may terminate this Agreement upon one (1a) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate fails to pay any amount due under this Agreement agreement on written the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; (b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; (c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; (g) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; (h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; (i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days; (j) any event occurs, or proceeding is taken, with respect to the other party involved in such proceedingsany jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.3(c) to clause 16.3(i) (inclusive); (k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or (l) there is a change of Control of the other party. c. Upon any 16.4. On termination of this Agreementagreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (b) the Client shall no longer be permitted to access or use the Rainbird Platform, it is understood the Services or the Documentation; (c) the Client shall destroy or delete any source code relating to, and/or copies of, the Rainbird Platform on its systems and agreed remove the Rainbird Platform (and any reference to it) from any website or other platform; (d) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; (e) Rainbird may destroy or otherwise dispose of any of the Client Content in its possession unless Xxxxxxxx receives, no later than 30 days after the effective date of the termination of this agreement, a written request for the delivery to the Client of the then most recent back-up of the Client Content. Rainbird shall use reasonable commercial endeavours to deliver the back-up to the Client within 45 days of its receipt of such a written request, provided that the right of Group to occupy the Clinics Client has, at that time, paid all fees and to use charges outstanding at and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in resulting from termination (whether or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy due at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination). The Client shall pay all reasonable expenses incurred by Xxxxxxxx in returning or disposing of Client Content; and (f) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

Appears in 1 contract

Samples: General Terms and Conditions

Term and Termination. a. Unless sooner terminated in accordance with the provisions 3.1 The term of this Agreement, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after commence on the Effective Date and continue until December 31, 2014 (the “Term”), unless sooner terminated as provided herein; provided that, in the event ATC shall have entered into a credit agreement contemplated by that certain Commitment Letter dated May 4, 2010, among ATC, Xxxxxxx Xxxxx Lending Partners LLC, Xxxxx Fargo Bank, National Association and Xxxxx Fargo Securities, LLC (as such agreement may be amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), the Term shall automatically extend to and include the date (such date, the “Credit Agreement Pay-Off Date. Following ”) on which all principal of and any accrued interest on any loan extended under the initial termCredit Agreement (for the avoidance of doubt, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior without regard to the end any refinancing or replacement of the initial term Credit Agreement referred to in Section 6.7), and all fees and other amounts payable thereunder, shall have been repaid in full and all commitments to extend credit thereunder, and all letters of credit extended thereunder, shall have been terminated or any renewal term either party gives notice of terminationexpired. b. This 3.2 Either party may terminate this Agreement may be terminated by any of the following: i. In upon written notice in the event of a material breach of this Agreement by either party, that the other party shall have the right commits, and fails to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured cure within thirty (30) days after service following receipt of written notice, a material breach of a material provision of this Agreement. Notwithstanding the Default Noticeforegoing, CEI shall not terminate this Agreement unless it shall immediately terminate at the election of the non-defaulting party upon the giving of a have provided written notice of termination any such breach of this Agreement by ATC to the defaulting party no later than sixty administrative agent under the Credit Agreement (60or to any other person acting as an agent, trustee or other representative of lenders under the Credit Agreement) days after (the giving of “Administrative Agent”) and shall have provided an opportunity to the Default NoticeAdministrative Agent to effect, unless such breach cannot be cured within thirty (30) days and following receipt of such written notice, a cure of such breach (it being understood that the defaulting party gives timely notice Administrative Agent shall have the right, but not the obligation, to effect any such cure (including by paying any sums then due by ATC hereunder), but its election to effect any such cure shall not subject the Administrative Agent to any further liability to CEI on account of obligations of ATC under this Agreement). 3.3 ATC may, with the prior written consent of CEI (which will not be unreasonably withheld, conditioned or delayed), terminate any individual Service(s) upon reasonable prior written notice, after which CEI shall make a Base Fee Service Adjustment (subject to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionAdjustment Acknowledgement) in respect of the terminated Service(s). ii. MHS 3.4 CEI may terminate this Agreement upon one (1) day's giving written notice to ATC and, prior to the Credit Agreement Pay-Off Date, the Administrative Agent in the event that CEI no longer controls, or owns a majority of the dissolution or liquidation outstanding voting power of, ATC, such termination to become effective on the date specified in such notice (which shall not precede the date of the Groupdelivery of such notice). iii. Upon institution (a) In the event this Agreement terminates pursuant to this Section 3, CEI shall, and shall cause its affiliates to, unless otherwise agreed to by ATC and, prior to the Credit Agreement Pay-Off Date, the Administrative Agent, continue to provide to ATC and its subsidiaries, for a period of one hundred eighty (180) days (or such shorter period as may be agreed to by ATC and, prior to the Credit Agreement Pay-Off Date, the Administrative Agent) following the termination date, (i) the Services provided to ATC and its subsidiaries during the one hundred eighty (180) day period immediately preceding the termination date and (ii) such additional services as may be reasonably necessary to migrate responsibility for such Services to ATC or its designee, in each case to the extent that CEI and its affiliates have the right to do so without requiring the consent of any voluntary third party (e.g., a software licensor) (with CEI agreeing to use its commercially reasonable efforts, at the cost and expense of ATC, to obtain any such consent). During such period, ATC shall pay to CEI its Actual Costs (i.e., excluding any Discounted Allocation, but without any markup) to provide such Services. Notwithstanding the foregoing, in providing the Services described in Section 3.5(a)(i) and the services described in Section 3.5(a)(ii), CEI shall not be required to disclose to any third party any confidential information of CEI, except as may be required by law, rule or involuntary bankruptcyregulation. (b) If the Credit Agreement Pay-Off Date shall have occurred at a time when a default or an event of default shall have occurred and was continuing under the Credit Agreement, reorganizationthen, insolvency or receivership proceedingsunless otherwise agreed to by the Administrative Agent, or any assignment solely for the benefit purposes of creditorsSections 3.4 and 3.5, the other party may immediately terminate this Credit Agreement on written notice Pay-Off Date shall be deemed not to the party involved in such proceedingshave occurred. c. Upon any (c) The provisions of this Section 3.5 and Sections 4, 5 and 6 shall survive and continue in full force and effect notwithstanding the termination or expiration of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.

Appears in 1 contract

Samples: Intercompany Services Agreement (AutoTrader Group, Inc.)

Term and Termination. a. Unless sooner 16.1 This Agreement shall commence on the Commencement Date and each Statement of Work shall commence on the Services Commencement Date and shall remain in full force for the Initial Term unless otherwise agreed by the Parties or earlier terminated in accordance with the provisions of this AgreementAgreement or of any Statement of Work as applicable. Thereafter, this Agreement and, unless stated otherwise in the relevant Statement of Work, each Statement of Work shall remain in effect continue to automatically renew for an initial term of -------------------------------------------------------------------------------- Mutual Health Systemsa Subsequent Term, Inc. - Support Services Agreement 15 forty unless a Party gives written notice to the other Party, not later than ninety (4090) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to before the end of the initial term Initial Term or the relevant Subsequent Term, to terminate this Agreement or a Statement of Work (as the case may be). 16.2 Without prejudice to any rights that the Parties have accrued under this Agreement or any renewal term of their respective remedies, obligations or liabilities, either party gives Party may terminate this Agreement with immediate effect by giving written notice of termination. b. This Agreement may be terminated by any of to the followingother Party if: i. In (a) the event of other Party commits a material breach of any material term of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party and (the "Default Notice"). In the event if such breach is not cured remediable) fails to remedy that breach within a period of thirty (30) days after service being notified to do so; (b) the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Default NoticeInsolvency Act 1986; or (c) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 16.3 Without prejudice to any rights that the Supplier has accrued under this Agreement shall immediately terminate at or any of its respective remedies, obligations or liabilities, the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS Supplier may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on with immediate effect by giving written notice to the party involved Client if the Client does not pay or is late in such proceedingspaying any undisputed invoice, or undisputed amount of any disputed invoice, and fails to remedy that breach within a period of fourteen (14) days after being notified to do so. c. Upon 16.4 If for any reason a contract between a Third Party and the Supplier relating to the Supplier’s right to use, install, support or provide Third Party Services which is the subject of the Agreement is terminated, then the Agreement or applicable Statement of Work (as the case may be) shall automatically terminate, save that where the contract relates to other Deliverables other than that Third Party Service, termination of the Agreement or applicable Statement of Work shall operate only in so far as it relates to such Third Party Services. 16.5 Termination of this Agreement, it is understood and agreed that for any reason, shall not affect the right of Group to occupy the Clinics and to use and possession accrued rights, remedies, obligations or liabilities of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group Parties existing at termination. 16.6 On termination of this Agreement for any reason: (a) the Supplier shall immediately vacate and surrender possession to MHS cease provision of the Clinics, furniture, fixtures, furnishings, equipment Services; (b) the Client shall pay any and leasehold improvements as well as all other materials invoices and supplies then located in or upon the premises of such Clinics. The various rights sums due and remedies herein provided shall be cumulative payable up to and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon including the date of termination including (i) all remaining amounts owing up to the end of the Initial Term or the Subsequent Term (as applicable); (ii) any Licence Charges as set out under Clause 12.2; and (iii) any termination Charges that the Supplier incurs from any of its Third Parties as a consequence of such early termination.. The Supplier shall use reasonable endeavours to mitigate any loss but the Client acknowledges and agrees that any Third Party Charges may not be mitigated by the Supplier and the Client shall not hold the Supplier responsible if its incurs full termination Charges; (c) all licences granted under the Agreement will terminate immediately except for fully-paid, fixed term and perpetual licences; (d) for metered Products billed periodically based on usage, the Client must immediately pay for unpaid usage as of the termination date; and

Appears in 1 contract

Samples: Master Services Agreement

Term and Termination. a. Unless sooner terminated in accordance with the provisions of this AgreementSection 13, this Agreement shall become effective on the same date as the Investment Advisory Agreement between the Trust and the Investment Adviser becomes effective with respect to the applicable Fund (it being understood that the Investment Adviser shall notify the Sub-Adviser on the date of effectiveness of the Investment Advisory Agreement as soon as reasonably practical after effectiveness) provided that it has been approved in the manner required by the 1940 Act, and shall remain in effect for an initial term full force until the two year anniversary of -------------------------------------------------------------------------------- Mutual Health Systemsthe date of its effectiveness unless sooner terminated as hereinafter provided. It may thereafter be renewed from year to year with respect to any Fund by mutual consent, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement provided that such renewal shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to specifically approved at least annually by the end Board, or by vote of a majority of the initial term outstanding voting securities of such Fund. In either event, any such renewal must be approved by vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any renewal term either party gives notice such party, cast in person at a meeting called for the purpose of termination. b. voting on such approval. Notwithstanding the foregoing, each approval requirement set forth in this Section 13 shall be subject to any applicable rule, regulation, or exemptive order, no-action assurance or other relief. This Agreement may be terminated at any time with respect to any Fund, without payment of any penalty: a. by the Investment Adviser, the Board or vote of a majority of the outstanding voting securities of such Fund, on sixty (60) days’ written notice to the Sub-Adviser; b. by the Sub-Adviser on sixty (60) days’ written notice to the Investment Adviser and the Trust; c. by any party hereto upon written notice to each of the following: i. In the event other parties of a material breach of any provision of this Agreement by either party, the any other party shall have if the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of notice of the Default Noticebreach; d. immediately by Investment Adviser or the Trust upon any Key Personnel Departure; and e. immediately upon the termination of the Investment Advisory Agreement. This Agreement shall not be assignable by any party hereto. In the event of its assignment, this Agreement shall immediately automatically terminate at the election forthwith. The parties hereto agree to cooperate and give reasonable assistance to one another in effecting an orderly transition of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate services contemplated in this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.

Appears in 1 contract

Samples: Subadvisory Agreement (Innovator ETFs Trust)

Term and Termination. a. 17.1 This Agreement shall commence on the Commencement Date. Unless sooner terminated earlier in accordance with Clause 17.2, Clause 17.3 or this Clause 17.1, this agreement shall continue for the provisions Initial Period and shall automatically extend for a Renewal Period at the end of the Initial Period and at the end of each Renewal Period. Either party may give written notice to the other party, not later than 60 days before the end of the Initial Period or the relevant Renewal Period, to terminate this Agreement at the end of the Initial Period or the relevant Renewal Period, as the case may be. 17.2 The Customer may terminate this Agreement in respect of the Services (wholly or in part) in accordance with Clause 5.8. 17.3 The Supplier may terminate this Agreement in respect of the Services (wholly or in part) if: (i) prior to providing Supplier Data, it becomes aware or develops reasonable basis to suspect that the Customer is not an appropriate person to be in receipt of Supplier Data; or (ii) having provided Supplier Data, it becomes aware or develops reasonable basis to suspect that the Customer has provided inaccurate or incomplete information in response to the request for information under clause 2.2 . 17.4 Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either party may terminate this Agreement with immediate effect by giving written notice to the other party if: (a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make that payment; (b) the other party commits a material breach of any material term of this Agreement (other than failure to pay any amounts due under this Agreement) and (if that breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; (c) the other party: (i) suspends, or threatens to suspend, payment of its debts; (ii) is unable to pay its debts as they fall due or admits inability to pay its debts; (iii) (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (iv) (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or (v) (being a partnership) has any partner to whom any of Clause 17.3(c)(i) to Clause 17.3(c)(iv) apply; (d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (in the case of a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company); (g) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver; (h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; (i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other similar process is levied or enforced on or sued against, the whole or any part of the other party’s assets and that attachment or process is not discharged within 14 days; (j) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 17.3(c) to Clause 17.3(i) (inclusive); (k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or (l) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 17.5 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of terminationfull force and effect. b. This Agreement may be terminated by any of the following: i. In the event of a material breach 17.6 Termination or expiry of this Agreement by either partyshall not affect any rights, remedies, obligations or liabilities of the other party shall parties that have accrued up to the date of termination or expiry, including the right to cancel this Agreement by service claim damages in respect of written notice upon the defaulting party (the "Default Notice"). In the event such any breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate which existed at or before the election of the non-defaulting party upon the giving of a written notice date of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionor expiry. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon 17.7 On any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession Agreement for any reason or expiry of the furnitureTerm, fixturesthe Customer shall immediately pay any outstanding amounts owed to the Supplier under this Agreement and, furnishingswithin a reasonable period of termination or expiry ensure that there is no further use of the Services in any of the Customer’s products or applications. 17.8 On any termination of this Agreement for any reason or expiry of the Term: (a) each party shall as soon as reasonably practicable return or destroy (as directed in writing by the other party) all data, equipment and leasehold improvements shall terminateinformation, software, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials provided to it by the other party in connection with this Agreement including all materials containing or based on the other party’s Confidential Information , except for one copy that it may use for audit purposes only, and supplies then located subject to the confidentiality obligations in or upon Clause 8; and (b) without limiting the premises effect of such Clinics. The various rights Clause 17.7(a), the Customer shall as soon as reasonably practicable ensure that all Supplier Data and remedies herein provided shall be cumulative and in addition to Manipulated Data (excluding any other rights and remedies Derived Data) is deleted from the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationCustomer System.

Appears in 1 contract

Samples: Data Services Terms and Conditions

Term and Termination. a. Unless sooner terminated in accordance with A. Subscriptions will be offered on an annual basis to commence when Subscriber has paid the provisions of this Agreement, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years Fee and received access to the Service from Publisher and terminating one year after the Effective Datedate that such access is granted. Following Beginning three months before the initial termconclusion of the Service period, this agreement shall Subscriber will receive bi-weekly e-mails informing Subscriber of the termination of the service. If not renewed, the Service will be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to terminated at the end of the initial term or any renewal term either party gives notice Service period. If renewed within sixty (60) days of terminationthe conclusion of the Service period, the Subscription will be reactivated, subject to these Terms and Conditions. b. This Agreement B. The Subscription may be terminated by any of the following: i. In the event of if Subscriber commits a material breach of this Agreement by these Terms and Conditions. All “Prohibited Uses” listed in Section III of these Terms and Conditions shall be considered material breaches. C. In the event that either partyparty believes the other has materially breached any obligations under these Terms and Conditions, the other non-breaching party shall so notify the breaching party in writing. That party shall have thirty (30) days from receipt of this notice to cure the alleged breach and to notify the non-breaching party in writing that cure has been effected. If the breach is not cured within the thirty (30) day period, the non-breaching party shall have the right to cancel this Agreement by service of written notice upon terminate the defaulting party (the "Default Notice"Subscription without further notice. D. Notwithstanding Section VIII(C). In , above, in the event such breach is that Publisher reasonably believes that Subscriber has materially breached its obligation not cured within to download or print Service content, except as authorized by these Terms and Conditions, Publisher shall have the right to immediately suspend or terminate the Service. Publisher may, in its sole discretion, upon notice to Subscriber, permit Subscriber thirty (30) days after service in which to negotiate for resumption of access to the Service. E. Notwithstanding anything in these terms to the contrary, the Publisher reserves the right to terminate the Subscription at any time. In that case and unless otherwise provided under these Terms and Conditions, the Publisher shall promptly refund to the Subscriber on a prorated basis fees previously paid by the Subscriber to the Publisher with respect to the unexpired portion of the Default Notice, this Agreement shall immediately terminate at Subscription term. F. Publisher reserves the election of right to remove or purge Subscriber’s data stored with the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later Service more than sixty ninety (6090) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon beyond the date of terminationtermination of the Service.

Appears in 1 contract

Samples: Terms and Conditions

Term and Termination. a. Unless sooner 4.1 This Agreement shall commence on the date of Account Activation and, subject to the remainder of this clause 4, shall continue for the Initial Term unless this Agreement is otherwise terminated in accordance with its terms. Prior to expiry of the provisions of this AgreementInitial Term or then current Subscription Period, Toll will issue the Customer with a renewal notice and an invoice in accordance with clause 6 for Subscription Charges for the next Subscription Period. Where Customer pays the Subscription Charges in accordance with the invoice, this Agreement shall remain in effect extend for an initial term of -------------------------------------------------------------------------------- Mutual Health Systemsadditional Subscription Period. Where the Customer fails to pay the Subscription Charges in accordance with the invoice, Inc. - Support Services the Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end will terminate with effect on expiry of the initial term or any renewal term either party gives notice of terminationthen current Subscription Period. b. This Agreement 4.2 Either party may be terminated by any of the following: i. In the event of a material breach of terminate this Agreement with immediate effect by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party in the event that the other party: 4.2.1 commits any material breach of its obligations under this Agreement and fails to such effect remedy the same within twenty (20) working days of written notice to do so; 4.2.2 commits any material breach of its obligations under this Agreement, and promptly undertakes appropriate steps that breach is not capable of being cured; 4.2.3 repeatedly commits any material breach of its obligations under this Agreement to effect such cure and pursues such action an extent which shows that it does not intend, or that it is unable to conclusioncomply, with this Agreement; 4.2.4 is Insolvent or otherwise terminates or suspends its business activities; or 4.2.5 fails to pay any amount due under this Agreement on the due date for payment. ii. MHS 4.3 Toll may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved Customer where Toll no longer has the rights to provide the Services under this Agreement, in such proceedingswhich case Toll will refund any amounts pre-paid by the Customer for Services not yet rendered. c. 4.4 Upon termination of this Agreement for any reason: 4.4.1 Toll shall cease provision of the Services to the Customer; 4.4.2 the Customer shall immediately cease all use of the Services; 4.4.3 the Customer must pay Toll all identified and undisputed amounts then due and owing under this Agreement within 30 days of termination or expiry of this Agreement; 4.4.4 in the event that this Agreement is terminated by Customer pursuant to clause 4.2, shall provide the Customer with an exported file containing the Encryption Keys necessary to enable the Customer to decrypt the Encrypted Data; 4.4.5 subject to the payment of all outstanding amounts and applicable laws, on written request from the Customer made within 30 days of termination, Toll will supply the Customer with an electronic copy of all Customer Data which is on the servers of Toll and its third party providers as a result of the Customer’s access to and use of the Services, after which Toll will permanently delete the Customer Data (subject to ordinary archival and back up processes); and 4.4.6 if the Customer does not make a request for a copy of Customer Data in accordance with clause 4.4.5, Toll and its third party providers will delete all Customer Data on their servers as a result of the Customer’s access to and use of the Services. 4.5 Clauses 1, 4.4, 6 (to the extent of any unpaid Subscription Charges), 7, 8, 10 and 11 along with any other clause which by its nature is intended to survive termination of this Agreement, it is understood and agreed that shall survive the right termination of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationthis Agreement.

Appears in 1 contract

Samples: Secure Digital Exchange Service Customer Agreement

Term and Termination. a. Unless sooner This Agreement will commence on the Commencement Date and, subject to the provisions of clause 11.2 will continue for an initial period of ten years and afterwards for further periods of one year unless terminated by either Party by serving not less than three months written notice on the other Party. 11.1. Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either Party may at any time terminate this Agreement with immediate effect by giving written notice to the other Party if: a) the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; b) the other Party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; c) the other Party terminates or suspends its business, or becomes subject to any bankruptcy or insolvency proceedings, becomes insolvent or subject to direct control by a trustee, receiver or similar authority, or has been wound up or been liquidated voluntary or otherwise. 11.2. Termination by either Party in accordance with the provisions of rights contained in this Agreementclause 11 shall not affect the accrued rights, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systemsremedies, Inc. - Support Services Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end obligations or liabilities of the initial term or any renewal term either party gives notice of parties existing at termination. b. This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice")11.3. In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS Licensor may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved Customer at any time, in such proceedingsthe event that the Customer undergoes a change of control, management or ownership. c. Upon 11.4. On termination for any reason: a) all rights granted to the Customer under this Agreement shall cease; b) the Customer shall cease all activities authorised by this Agreement; c) the Customer shall immediately pay to the Licensor any sums due to the Licensor under this Agreement; and d) the Customer shall immediately destroy or return to the Licensor (at the Licensor's option) all copies of the Software, Documentation and all Licensor’s Confidential Information then in its possession, custody or control and, in the case of destruction, certify to the Licensor that it has done so. 11.5. Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall survive termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination.

Appears in 1 contract

Samples: License Agreement

Term and Termination. a. Unless a) This Agreement is effective September 1st, 2014 and unless sooner terminated as provided in accordance with the provisions of this Agreementparagraphs (c) through (f) below, this Agreement shall remain in effect expire August 31st, 2015. This agreement shall automatically be renewed for an initial additional 1 year term unless either party provides written notice of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services intent to terminate the Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 at least 90 days prior to the end of the initial term or any renewal term either party gives notice of terminationexpiration. b. This Agreement b) Either party may be terminated by any of the following: i. In terminate store distribution rights for a Professional Product line upon sixty (60) days written notice in the event of a party’s material breach default in the performance of this Agreement by either party, the other party shall have the right its obligations with respect to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach that Professional Product line that is not cured within thirty (30) days after service of written notification from the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written other party. Any notice of termination to default must describe the defaulting party no later than sixty (60) days after default in detail. In the giving of the Default Notice, unless such breach event that any cure cannot be cured within reasonably effected in thirty (30) days and days, upon providing reasonable assurances, the defaulting party gives timely notice shall be allowed reasonable additional time to cure the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusiondefault. No minor default under this Agreement shall be a basis for termination. . ii. MHS may terminate this Agreement upon one (1c) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other Either party may immediately terminate this Agreement on at any time by giving written notice of such termination to the other party, in the event such other party involved in such proceedingsbecomes insolvent or institutes or permits to be instituted against it any proceedings seeking its receivership, trusteeship, bankruptcy, reorganization, arrangement, readjustment of debt, assignment for the benefit of creditors or other proceedings under the Federal Bankruptcy Act or as provided by any other insolvency law, state or federal. c. Upon d) The rights of termination, both of a Professional Product line and of this Agreement (as appropriate) are absolute and, except for the obligation in Section 6 to pay for product ordered, the indemnification obligations provided in Section 8, and the obligation to repurchase of merchandise provided in Section 12, are the sole and exclusive remedies available to the parties. Excepting only the payment obligations noted in the prior sentence, neither party shall be liable to the other for any loss, damages, cost or expense incurred by the other party by reason of the party’s termination of a Professional Product line or of this Agreement consistent with the terms of this Agreement, it whether such termination is understood and agreed that with or without cause. e) Manufacturer may assign this Agreement, in whole or in part, without the right consent or permission of Group to occupy the Clinics and to use and possession of the furnitureDistributor, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise successor in interest or purchaser of one all or more substantially all of such rights Manufacturer’s business or remedies shall -------------------------------------------------------------------------------- Mutual Health Systemsassets; provided, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right however, that if Manufacturer transfers or remedy at law or in equity. Termination of assigns this Agreement, the Agreement shall not release automatically be extended for a minimum of one (1) year from the transfer date (or discharge either party from any obligationthe remaining term of the agreement, debt or liability which whichever is longer), and during the one (1) year term, the assignee of Manufacturer shall have previously accrued and remain be obligated to be performed upon the date supply distributor with its requirements of terminationManufacturer products.

Appears in 1 contract

Samples: Professional Distributor Agreement (Entia Biosciences, Inc.)

Term and Termination. a. Unless sooner a) This Agreement shall continue until it is terminated in accordance with on not less than 14 days written notice given by either party to the provisions other. If this agreement is terminated, you must by the date of the termination sell or take delivery of all your Gold Bullion held by us. b) Termination of this Agreement, this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after does not affect any other agreements you may have with QONECO unless expressly specified within the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of terminationother agreement. b. c) This Agreement may be terminated by any of the following: i. In the event of a material breach of this Agreement written notice by either partyParty, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Noticeimmediately, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of that the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedingsother Party becomes insolvent, or any the other Party makes an assignment for the benefit of creditors, ; or the other party Party does not pay its debts as they become due or admits its inability to pay its debts when due; or the other Party files or has filed against it any petition under any provision of the Bankruptcy Xxx 0000 (Cth) or an application for a receiver, trustee, or custodian is made by anyone or the other Party becomes the subject of any proceedings of bankruptcy, insolvency, reorganisation, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors. d) This Agreement may be terminated by QONECO immediately terminate on written notice, in the event that: i. in the sole and absolute discretion of QONECO, it suspects you of a money-laundering or terrorism financing related offence or a contravention of any applicable law or regulation in any jurisdiction; ii. any part thereof; or any representation, warranty or certification made by the Client in this Agreement on written notice to the party involved or in such proceedings. c. Upon any termination of this Agreementother document furnished by you is, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession as of the furnituretime made or furnished, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS materially false or misleading; iii. you proceed with a proposed action which would result in a default of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in your obligations or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue covenants under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services this Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equitya breach of any representation, warranty or certification, which is material to QONECO for regulatory, commercial or other reasons, made by you in connection herewith, after QONECO has given 5 business days’ notification to you that such proposed action would constitute a default hereunder; iv. Termination you, your shareholders, directors or associates are charged with any criminal offence which in the reasonable opinion of QONECO brings QONECO into disrepute; v. QONECO, in its sole reasonable discretion, determines that any failure to comply with this Agreement has or is likely to have a materially adverse impact on the operation or performance of its systems or likely to cause disproportionate harm to QONECO’s interests should termination be delayed; or vi. any representation or warranty made in this Agreement shall becomes untrue or inaccurate and is not release made true or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationaccurate within 10 Business Days.

Appears in 1 contract

Samples: Client Agreement

Term and Termination. a. Unless 18.1 This Agreement is for a term of thirty-six (36) full months to begin on the Commencement Date as defined in paragraph 1(c) herein. The term of this Agreement shall renew automatically for consecutive twelve (12) month terms unless sooner terminated in accordance with the terms of the Agreement. Customer or SYSTRAN may terminate this Agreement effective at the end of any term by giving thirty (30) days prior written notice to the other party at the address set forth for such party in this Agreement. Customer may continue to offer any of The Bill(s) xx SYSTRAN during such thirty (30) day period. SYSTRAN may terminate this Agreement at any time following the occurrence of an event of default. 18.2 All of Customer's representations, warranties, and other provisions of this AgreementAgreement shall survive such termination until SYSTRAN has been paid in full and Customer has fully performed all of its obligations. In addition, should any transfer of money or property to SYSTRAN hereunder be avoided in a bankruptcy proceeding involving Customer, any Debtor of Customer, or otherwise, then Customer's Obligations hereunder shall be reinstated and/or supplemented to the extent of the avoided transfer, whether or not this Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systemshas otherwise been terminated. 18.3 Notwithstanding the foregoing, Inc. - Support Services Customer has the option to terminate this Agreement 15 forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial any term or any renewal term either party gives notice of termination. b. This Agreement by giving SYSTRAN thirty (30) days prior written notice. Customer may be terminated by continue to offer any of the following: i. In the event of a material breach of The Bill(s) xx SYSTRAN during such thirty (30) day period. Customer shall be deemed to have terminated this Agreement by either party, prior to the other party end of any term on the date that Customer shall have ceased presenting The Bill(s) xx SYSTRAN in the right to cancel this Agreement by service normal course for an uninterrupted period of written notice upon the defaulting party thirty (the 30) days ("Default NoticeDeemed Termination"). In Upon notice of early termination, or the event such breach is date of a Deemed Termination by Customer, prior to the end of any term, whether or not cured within Customer continues to offer The Bill(s) xx SYSTRAN during the thirty (30) day notice period applicable to Customer, Customer shall be obligated to pay to SYSTRAN, and Customer's Deposit may be charged, an early termination premium ("Early Termination Premium") in an amount equal to three percent (3%) of the Maximum Approved Credit Line if terminated on or prior to the first anniversary of the date of closing; or one percent (1%) of the Maximum Approved Credit Line if terminated after the first anniversary of the date of closing and thereafter, unless sooner terminated pursuant to the terms hereof. 18.4 The termination date shall be thirty (30) days after service SYSTRAN's receipt of the Default Noticetermination notice or on the Deemed Termination date, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of unless a written termination notice of termination to the defaulting party no later specifies a date that is more than thirty (30) days but less than sixty (60) days after the giving SYSTRAN's receipt of the Default Noticetermination notice. Upon payment in full of all Customer's obligations to SYSTRAN, unless such breach cannot the Deposits referenced in this Agreement shall be cured within thirty (30) days and the defaulting party gives timely notice repaid to Customer. 18.5 If SYSTRAN terminates this Agreement prior to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement end of any term upon one (1) day's notice any default in the event performance of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. c. Upon any termination of Customer under this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession in view of the furnitureimpracticality and extreme difficulty in ascertaining actual damages and by mutual agreement of the parties as to the reasonable calculation of SYSTRAN's lost profits as a result thereof, fixtures, furnishings, equipment and leasehold improvements Customer shall terminatebe obligated to pay SYSTRAN upon the effective date of such termination, and Group Customer's Deposit may be charged, a premium in an amount equal to the Early Termination Premium as set forth above. If Customer terminates this Agreement pursuant to the terms thereof, Customer shall immediately vacate remit and surrender possession pay to MHS SYSTRAN, at the time of the Clinicstermination, furnitureall Obligations due and owing to SYSTRAN and/or its affiliates by Customer, fixtures, furnishings, equipment under this and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationAgreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Galaxy Nutritional Foods Inc)

Term and Termination. a. Unless sooner terminated in accordance with the provisions of this Agreement, this 9.1 This Agreement shall remain in effect for an initial term of -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 forty (40) years after commence on the Effective DateDate and shall continue for 12 calendar months. Following the initial term, this agreement This Agreement shall be automatically renewed for successive ten (10) one-year renewal terms unless more either party gives notice to the other party not less than 180 90 days prior to the end expiration of the initial term or any renewal term that it does not intend to renew this Agreement, or unless this Agreement is otherwise terminated in accordance with this Section. 9.2 This Agreement may be terminated, with or without cause, by either party gives upon 30 days written notice of terminationto the other party. b. 9.3 This Agreement may be terminated by either party for cause at any of time, without limiting any party’s other rights or remedies, upon written notice identifying with specificity the followingcause and providing the period to cure as set forth: i. In (a) by either party if the event of other (non-terminating) party commits a material breach of this Agreement Agreement, and such breach continues unremedied for a period of 30 days after receipt by either party, the other party shall have the right to cancel this Agreement by service of written notice upon thereof; or (b) by either party if the defaulting party other (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of terminating) party: (i) has a written notice of termination to the defaulting party no later than sixty receiver appointed for itself or its property; (60ii) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any makes an assignment for the benefit of its creditors; (iii) any proceedings are commenced by, for or against the non-terminating party under any bankruptcy, insolvency or debtor’s relief law seeking a reorganization of such party’s debts and such proceedings are not dismissed within 90 days of their commencement; or (iv) the non- terminating party is liquidated or dissolved. 9.4 Neither party to this Agreement shall be liable to the other by reason of termination of this Agreement in accordance with its terms for compensation, reimbursement or damages on account of any loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or other commitments relating to the business or goodwill of either party, notwithstanding any law to the contrary. No termination of this Agreement shall release either party from its obligation to pay the other party may immediately terminate this Agreement on written notice any amounts which accrued prior to the party involved in such proceedings. c. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to MHS of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall -------------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of accrue after such termination.

Appears in 1 contract

Samples: Reseller Agreement (Sourcefire Inc)

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