Term Termination Clause Samples
The 'Term; Termination' clause defines the duration of the agreement and the conditions under which it may be ended by either party. Typically, it specifies the start and end dates of the contract, outlines any automatic renewal provisions, and details the procedures for early termination, such as required notice periods or specific events that trigger termination. This clause ensures both parties understand how long their obligations last and provides a clear process for ending the relationship, thereby reducing uncertainty and managing risk if circumstances change.
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Term Termination. 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2. This Agreement shall terminate in accordance with the following provisions:
(a) At the option of the Company or the Trust at any time from the date hereof upon 180 days’ notice, unless a shorter time is agreed to by the parties;
(b) At the option of the Company or the Trust, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt notice of election to terminate shall be furnished by the Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period;
(c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice;
(d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice;
(e) At the option of the Company, in the event the Trust’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trust;
(f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify....
Term Termination. Except as otherwise stated herein, this Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Term...
Term Termination. (a) The term of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to Section 12 or this Section 13.
(b) Notwithstanding anything herein to the contrary, this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof.
(c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for Cause.
(d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B).
Term Termination. 8.1. This Schedule is effective as of the date you sign it or first use the Services, whichever is first, and continues in effect until such time as either you or we terminate the Schedule in accordance with this Section 8 and/or until your off-line use of the Services is terminated.
8.2. We may terminate your access to the Services at any time, for any reason, with five (5) business days prior notice; provided that we may terminate your access to the Services with no prior notice (i) if your account with us is closed, (ii) if you fail to comply with any of the terms of this Agreement, (iii) if we believe that your continued access to the Services poses a security risk, or (iv) if we believe that you are violating or have violated applicable laws, and we will not be liable for any loss you may experience as a result of such termination. You may terminate your access to the Services at any time by giving us ten (10) business days notice. Upon termination, we will cancel all your Passwords and IDs and any in-process or pending Instructions will be carried out or cancelled, at our sole discretion.
Term Termination. (a) The term of the Consultant’s consulting engagement under this Agreement shall commence as of the Effective Time and shall continue for a term (the “Term”) ending on the date that is eighteen (18) months following the date of the Effective Time, unless such engagement is sooner terminated pursuant to and in accordance with the express terms of this Section 4.
(b) If the Bank terminates the Consultant as a consultant without Cause (as defined below), the Bank will pay the Consultant monthly the remaining unpaid Monthly Payments that he would have otherwise earned during the remaining portion of the original Term; provided that the Consultant continues to comply in all material respects with the restrictive covenants in Section 5 and Section 6 of this Agreement.
(c) In the event of the Consultant’s death during the Term, the Bank will pay to the Consultant’s designated beneficiary (or to his estate, if he fails to make such a designation) a lump sum amount, within sixty (60) days after the Consultant’s death, equal to the present value of the sum of the remaining unpaid Monthly Payments that the Consultant would have otherwise earned during the remaining portion of the original Term. For purposes of this Section 4(c), the present value shall be calculated using the short-term applicable federal rate (determined under section 1274(d) of the Code and the Treasury Regulations promulgated thereunder) compounded monthly.
(d) In the event that the Consultant becomes Disabled (as defined below) during the Term, the Consultant’s consulting engagement hereunder shall terminate. For purposes of this Agreement, “Disability” means any medically determinable physical or mental impairment that can be expected to result in death or would reasonably be expected to last for a continuous period of not less than twelve (12) months and that renders the Consultant unable to render all or substantially all of the consulting services hereunder or if the Consultant is determined to be “disabled” by the Social Security Administration. If the Consultant’s consulting engagement hereunder terminates on account of the Consultant’s disability, the Bank will pay to the Consultant a lump sum amount, within sixty (60) days after the termination of the consulting engagement, equal to the present value of the sum of the remaining unpaid Monthly Payments that the Consultant would have otherwise earned during the remaining portion of the original Term, and the Consultant’s covenants under Se...
Term Termination. The term of this Agreement shall commence on the date hereof. This Agreement shall terminate upon the earlier of (i) the Effective Time of the Merger, or (ii) termination of the Merger Agreement in accordance with Article 7 of the Merger Agreement. Other than as provided for herein, following the termination of this Agreement, there shall be no further liabilities or obligations hereunder on the part of the Shareholder, XBKS or UBSH, or their respective officers or directors, except that nothing in this Section 6 shall relieve any party hereto from any liability for breach of this Agreement before such termination.
Term Termination. This Agreement shall become effective upon execution by both parties hereto and shall continue for a period of one year after the staging of the Event. This Agreement may be earlier terminated pursuant to Section 14 hereof entitled “Default and Remedies.” The Sections of this Agreement which by their nature should survive the termination or expiration of this Agreement, shall survive and be binding on the parties.
Term Termination. 9.1 The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”).
9.2 In addition to any other express termination right set forth elsewhere in this Agreement:
(1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured.
(2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach.
(3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business .
9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.
Term Termination. (a) The term of the Executive's employment hereunder shall be one (1) year and shall commence on February 3, 2000 and shall be extended automatically, for so long as the Executive remains employed by the Company hereunder, on the first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the "Term"), unless terminated earlier in accordance with the terms of this Agreement, to the effect that on the first day of each month, the remaining term of this Agreement and the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age.
(b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.
Term Termination. This Agreement shall become effective for each Fund on the date set forth in Schedule A for such Fund, provided that it has been approved in the manner required by the 1940 Act (after taking into effect any exemptive order, no-action assurances, or other relief, rule or regulation upon which any Fund may rely), and shall remain in full force until the two-year anniversary of the date of its effectiveness with respect to such Fund unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved for the respective Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder (after taking into effect any exemptive order, no-action assurances, or other relief, rule or regulation upon which any Fund may rely); provided, however, that if the continuation of this Agreement is not approved for a Fund, the Sub-Adviser may continue to serve in such capacity for such Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager or the Sub-Adviser upon sixty (60) days’ written notice to the other parties. This Agreement may also be terminated with respect to a Fund by such Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund upon sixty (60) days’ written notice to such Sub-Adviser by the Fund without payment of any penalty; for clarity, termination of this Agreement by one Fund will not terminate this Agreement for the other Funds. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the applicable Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that results in a breach of the material covenants of the Sub-Adviser set forth herein. For clarity, termination of this Agreement with respect to one Fund will not automatically terminate this Agreement for the other Funds. The terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the meanings...