Term, Termination and Payment Sample Clauses

Term, Termination and Payment. 11.1 Unless otherwise agreed, the term for each Participating School Account's access to the SDL Service shall be for a period of twelve (12) consecutive months starting upon Participating School Account’s live integration in the Consortium Website. The SDL Service and the terms of this Agreement shall automatically renew for successive terms of twelve (12) consecutive months unless either party provides written notice of intention not to renew at least thirty (30) days prior to the expiration of the then current twelve (12) month term. 11.2 Participating School Account obtains certain rights and access to use the Digital Content and SDL Service for the term of its agreement with OverDrive. At the end of such term, all the licenses granted to Participating School Account shall be terminated immediately, including Participating School Account's access to the SDL Service and any and all Digital Content. If a Participating School Account withdraws from SDL Service, all Digital Content purchased for the Consortium Website with the Participating School Account’s monetary and in-kind contributions shall remain with the Consortium. 11.3 All payments are due to OverDrive within sixty (60) days of receipt of invoice. OverDrive, in its sole discretion, may require payment by Participating School Account before OverDrive will set the Participating School Account live with the Consortium Website. In the event of a breach of any of its obligations, including but not limited to non-payment or late payment for services, Participating School Account shall remedy the breach within thirty (30) days upon receipt of written notice from OverDrive. If a Participating School Account fails to remedy such a breach within the period of thirty (30) days, OverDrive may, in its sole discretion, terminate the Agreement with the Participating School Account upon written notice to Participating School Account and/or temporarily or permanently suspend Participating School Account's access to the SDL Service. 11.4 This Agreement is a commitment of the current revenues of the Participating School Account and its governing body. If Participating School Account’s school board or similarly related entity fails to appropriate sufficient funds in any fiscal year for payments due under this Agreement, then a non-appropriation event shall be deemed to have occurred. If a non-appropriation event occurs, (1) Participating School Account shall give OverDrive immediate notice of such non-appropriation...
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Term, Termination and Payment. 2.1 The Fire District hereby agrees to provide the Services to the Properties, for a period beginning on or after April 1, 2017 and ending on March 31, 2020 for a three year term (the "Term"). This Agreement may be extended for two additional one year terms, upon the mutual agreement of the Parties, ending on March 31, 2022. 2.2 The Regional District and the Fire District agree to work cooperatively and within the resources available to the Regional District, to provide the Vehicles and Equipment to be located at the Lands over the Term of this Agreement. 2.3 In consideration and payment for the Services to be rendered as provided for herein, the Regional District agrees to pay to the Fire District the following amounts: 2017 $50,900.00; 2018 $53,450.00; and 2019 $56,125 2020 $58,925 (1st one year renewal, subject to mutual agreement) 2021 $61,875 (2nd one year renewal, subject to mutual agreement) (the "Fee Schedule"). 2.4 Notwithstanding section 1.0(a) to (c), the Parties agree that on or before August 30th each year, the Fee Schedule in section 2.3 shall be reviewed by the Parties. The review will consider whether there has been a significant change in the number of emergency responses and effort required to provide the Services as outlined in this Agreement (a "Significant Change"). A revised Fee Schedule if mutually agreed upon will be communicated in writing and will replace the Fee Schedule in section 2.
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Term, Termination and Payment. A. The Transfer Agent will supply services hereunder for such hours each week as the Transfer Agent determines exceptions to this requirement are consideration of bad weather, and legal holidays. B. The term of engagement will be for a period of five years from the date of this Agreement, automatically renewable for consecutive five-year periods thereafter, unless sooner terminated as provided below: C. The Company may terminate this Agreement at any time after the first three months for any reason whatsoever, then Transfer Agent shall only be entitled to all accrued and unpaid fees, compensation and benefits under this Agreement up to the effective date of termination.
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Term, Termination and Payment. 4.1 Unless otherwise agreed, the term for School Account's access to the Sora Service shall be for a period of twelve
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Term, Termination and Payment. 11.1 For School Accounts located in the United States of America or Canada, the term of access to the SDL Service shall be from receipt of a signed Sora Starter Enrollment Form through June 30, 2020. For School Accounts located in Australia or New Zealand, the term of access to the SDL Service shall be from receipt of a signed Sora Starter Enrollment Form through December 31, 2020. 11.2 School Account obtains certain rights and access to use the Digital Content and SDL Service for the term of its agreement with OverDrive. At the end of such term, all the licenses granted to School Account shall be terminated immediately, including School Account's access to the SDL Service and any and all Digital Content.
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Term, Termination and Payment. The term of this Agreement ("Term") shall commence on the "Subscription Commencement Date" written below and shall continue in full force and effect for a period of one (1) year. The Term shall be automatically renewed for successive like periods unless either party notifies the other at least thirty (30) days prior to the expiration of the Term (or renewal Term, as the case may be). SUBSCRIBER agrees to pay the enrollment fees stipulated in Addendum B for a minimum period of one year. ASI reserves the right to adjust the enrollment fees at the beginning of each renewal term. ASI will provide AT LEAST 30 days advance notice to SUBSCRIBER of any changes to the enrollment fees. If payment is not received by ASI at any point during the Term, SUBSCRIBER agrees to provide an alternate form of payment within five (5) days of notification or provide full payment for the remainder of the Term using certified funds (i.e., cashiers check, certified check, or money wire transfer).
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Term, Termination and Payment. 11.1 Unless otherwise agreed, the term for each Participating College Account's access to the CDL Service shall be for a period of twelve (12) consecutive months starting upon Participating College Account’s live integration in the Consortium Website. The CDL Service and the terms of this Agreement shall automatically renew for successive terms of twelve (12) consecutive months unless either party provides written notice of intention not to renew at least thirty (30) days prior to the expiration of the then current twelve (12) month term. 11.2 Participating College Account obtains certain rights and access to use the Digital Content and CDL Service for the term of its agreement with OverDrive. At the end of such term, all the licenses granted to Participating College Account shall be terminated immediately, including Participating College Account's access to the CDL Service and any and all Digital Content. If a Participating College Account withdraws from CDL Service, all Digital Content purchased for the Consortium Website with the Participating College Account’s monetary and in-kind contributions shall remain with the Consortium. 11.3 All payments are due to OverDrive within thirty (30) days of receipt of invoice. OverDrive, in its sole discretion, may require payment by Participating College Account before OverDrive will set the Participating College Account live with the Consortium Website. In the event of a breach of any of its obligations, including but not limited to non-payment or late payment for services, Participating College Account shall remedy the breach within thirty (30) days upon receipt of written notice from OverDrive. If a Participating College Account fails to remedy such a breach within the period of thirty (30) days, OverDrive may, in its sole discretion, terminate the Agreement with the Participating College Account upon written notice to Participating College Account and/or temporarily or permanently suspend Participating College Account's access to the CDL Service. 11.4 This Agreement is a commitment of the current revenues of the Participating College Account and its governing body. If Participating College Account’s College board or similarly related entity fails to appropriate sufficient funds in any fiscal year for payments due under this Agreement, then a non- appropriation event shall be deemed to have occurred. If a non-appropriation event occurs, (1) Participating College Account shall give OverDrive immediate notice of su...
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Term, Termination and Payment. 10.1. Unless otherwise agreed, the term for Customer's access to the ERC Service shall be for a period of twelve (12) consecutive months starting the effective date of service launch. REDeLEARN, in its sole discretion, may launch the ERC Service sixty (60) days after receipt of the Customer’s order form if the ERC Service has not launched before that time. The ERC Service and the terms of this Agreement shall automatically renew for successive terms of twelve (12) consecutive months unless either party provides written notice of intention not to renew at least thirty (30) days prior to the expiration of the then current twelve (12) month term. 10.2. Customer obtains certain rights and access to use the Digital Content and ERC Service for the term of its agreement with REDeLEARN. At the end of such term, all the licences granted to School Account shall be terminated immediately, including Customer's access to the ERC Service and any and all Digital Content. 10.3. All payments are due to REDeLEARN within thirty (30) days of receipt of invoice. REDeLEARN, in its sole discretion, may require payment by Customer before REDeLEARN will set the ERC Service live. In the event of a breach of any of its obligations, including but not limited to non-payment or latepayment for services, Customer shall remedy the breach within thirty (30) days upon receipt of written notice from REDeLEARN. If Customer fails to remedy such a breach within the period of thirty (30) days, REDeLEARN may, in its sole discretion, terminate the Agreement with Customer upon written notice to Customer and/or temporarily or permanently suspend Customer's access to the ERC Service. 10.4. This Agreement is a commitment of the current revenues of the Customer and its governingbody. If Customer’s governing body or similarly related entity fails to appropriate sufficient funds in any fiscal year for payments due under this Agreement, then a non-appropriation event shall be deemed to have occurred. If a non-appropriation event occurs, (1) Customer shall give REDeLEARN immediate notice of such non- appropriation event and provide written evidence of such failure by School Account’s applicable governing body and (2) on or before sixty (60) days from REDeLEARN’s receipt of notice of non-appropriation, the parties shall cooperate to determine an appropriate course of action as it relates to the REDeLEARN ERC Service provided under this Agreement. In the event that after such sixty (60) day period, no deter...
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Related to Term, Termination and Payment

  • Termination and Payment Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Client any and all outstanding services due through the effective date of this Agreement.

  • Compensation and Payment Terms (a) Consultant’s fees for the Services shall be calculated at the rate(s) set forth in Exhibit “A” attached hereto. The Maximum Compensation to Consultant for the Services performed under this Agreement is One Hundred Ninety-Six Thousand Six Hundred Ninety-Seven and 70/100 Dollars ($196,697.70). In no event shall the amount paid by County to Consultant under this Agreement exceed said Maximum Compensation without an approved change order. (b) Consultant understands and agrees that the Maximum Compensation stated is an all-inclusive amount and no additional fee, cost or reimbursed expense shall be added whatsoever to the fees stated in the attached Exhibit “A.” (c) County will pay Consultant based on the following procedures: Upon completion of the tasks identified in the Scope of Services, Consultant shall submit to County staff person designated by the County Consultant, one (1) electronic (pdf) copy of the invoice showing the amounts due for services performed in a form acceptable to County. County shall review such invoices and approve them within 30 calendar days with such modifications as are consistent with this Agreement and forward same to the Auditor for processing. County shall pay each such approved invoice within thirty (30} calendar days. County reserves the right to withhold payment pending verification of satisfactory work performed.

  • 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. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, at the option of the Company, continue to make available additional Fund shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“Existing Contracts”). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

  • Term Termination and Survival 9.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work unless sooner terminated pursuant to Section 9.2 or Section 9.3. 9.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party: (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing. (d) Is dissolved or liquidated or takes any corporate action for such purpose. (e) Makes a general assignment for the benefit of creditors. (f) Has 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 Notwithstanding anything to the contrary in Section 9.2(a), TAI may terminate this Agreement upon written notice to XXX upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”): (a) XXX fails to pay any undisputed amount when due hereunder and such failure continues for 30 days after XXX’s receipt of written notice of nonpayment; (b) XXX fails to timely achieve, complete, or pass any of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as set forth in Exhibit A as determined in the good faith discretion of TAI; provided that, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieve, complete or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer than 45 days; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% of the voting stock of XXX by means of any transaction or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary of the date hereof), (ii) the acquisition of ownership or power to vote more than 10% of the voting stock of XXX by a TAI competitor, (iii) a sale of all or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;

  • Compensation and Payment 3.1 Consultant’s fees shall be calculated at the rates set forth in the attached Exhibit A. The Maximum Compensation for the performance of Services within the Scope of Services described in Exhibit A is ten thousand five hundred eighty-five dollars and no/100 ($10,585.00) as set forth in Exhibit A. In no case shall the amount paid by County under this Agreement exceed the Maximum Compensation without a written agreement executed by the parties. 3.2 All performance of the Scope of Services by Consultant including any changes in the Scope of Services and revision of work satisfactorily performed will be performed only when approved in advance and authorized by County. 3.3 County will pay Consultant based on the following procedures: Upon completion of the tasks identified in the Scope of Services, Consultant shall submit to County staff person designated by the County Engineer, one (1) electronic (pdf) copy of the invoice showing the amounts due for services performed in a form acceptable to County. County shall review such invoices and approve them within 30 calendar days with such modifications as are consistent with this Agreement and forward same to the Auditor for processing. County shall pay each such approved invoice within thirty (30) calendar days. County reserves the right to withhold payment pending verification of satisfactory work performed.

  • COMPENSATION AND PAYMENTS 1.1 The Owner shall pay the Contractor to furnish all labor, equipment, materials and incidentals necessary for the construction of the Work described in the Specifications and shown on the Drawings the Contract Amount as shown below. Base Bid $0.00 Alternate Bid number and name or "no Alternates" $0.00 Alternate Bid number and name or "no Alternates" $0.00 Alternate Bid number and name or "no Alternates" $0.00 Alternate Bid number and name or "no Alternates" $0.00 Alternate Bid number and name or "no Alternates" $0.00 1.2 The Contractor’s requisition shall contain sufficient detail and supporting information for the Owner to evaluate and support the payment requested. 1.2.1 Payments are due and payable twenty-five working days from the date of receipt of a Contractor requisition which is approved by the Owner. 1.2.2 Provisions for late payments are governed by 5 M.R.S. Chapter 144, Payment of Invoices Received from Business Concerns, and interest shall be calculated at 1% per month.

  • Consideration and Payment The purchase price for the sale of the Purchased Assets sold to the Purchaser on the Closing Date shall equal the estimated fair market value of the Purchased Assets. Such purchase price shall be paid in cash to Santander Consumer in an amount agreed to between Santander Consumer and the Purchaser, and, to the extent not paid in cash by the Purchaser, shall be paid by a capital contribution by Santander Consumer of an undivided interest in such Purchased Assets that increases its equity interest in the Purchaser in an amount equal to the excess of the estimated fair market value of the Purchased Assets over the amount of cash paid by the Purchaser to Santander Consumer.

  • Rights and Payments Upon Termination The Executive’s right to compensation and benefits for periods after the date on which his employment with the Company terminates for whatever reason (the “Termination Date”), shall be determined in accordance with this Section 6 as follows:

  • Term; Termination of Agreement This Agreement shall continue in force for a period of one year from the date hereof, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Independent Directors to evaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.

  • Termination and Severance Executive shall be entitled to receive benefits upon termination of employment only as set forth in this Section 4:

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