Common use of Term, Termination and Renewal Clause in Contracts

Term, Termination and Renewal. A. The initial term of this Agreement is three (3) years commencing on the Effective Date. This agreement may be renewed for successive terms if mutually agreed to by the parties in accordance with subparagraph F. This is an exclusive agreement, which may not be cancelled or terminated prior to the end of the initial term except in accordance with the terms and conditions of this Paragraph 10. B. Either party may terminate this Agreement: [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. i. Upon thirty (30) days written notice, for material breach of this Agreement and/or any other agreement between the parties by the other party, unless it is corrected within the said thirty (30) days; or ii. Immediately, by written notice if either party ceases conducting business in the normal course, institutes any proceedings for liquidation or winding up, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under the Federal Bankruptcy Act, or any other statute of any state relating to insolvency or the protection of rights of creditors. C. In the event of termination of this Agreement by either party for any reason, all licenses granted to LICENSEE herein shall terminate and LICENSEE shall deliver to AMI within five (5) business days thereafter written assurance from a duly authorized officer of LICENSEE that all copies of the Licensed Software received or generated and of the Confidential Information in LICENSEE’S possession have been (i) delivered to AMI or destroyed at the express direction of AMI, (ii) that no Confidential Information has or will be revealed except pursuant to this Agreement, and (iii) that all other covenants and requirements in this Agreement have been performed by LICENSEE. LICENSEE shall within two (2) months of the termination produce a final accounting of all labels used and return any remaining labels to AMI (no credit for unused labels shall be due or owing). D. In the event of termination of this Agreement by LICENSEE for any reason, absent a breach by AMI as provided in subparagraph B.i., above, then without exception LICENSEE shall be liable for [***]. E. The following provisions shall survive the termination or expiration of this Agreement: Paragraphs 1, 3, 4, 5, 7, 8, 9, 10D, 11, 12, 13, 14, 15, 17 and this Paragraph 10.E. F. This Agreement may be renewed for additional [***] terms pursuant to the following process; If the LICENSEE desires to renew, the LICENSEE shall notify AMI not later than [***] prior to the expiration of this Agreement of its desire to renew and its desire, if any, to renegotiate any of the terms set forth within this Agreement or desire to add to or delete any such terms. AMI shall respond to the request for the renewal not later than [***] prior to the expiration date, and may request renegotiation of any term, or the addition or deletion of any term at that time. If the LICENSEE does not request renewal, this Agreement shall be deemed terminated. If the LICENSEE requests renewal, and either party requests renegotiation, or addition or deletion of any term or terms, this Agreement shall not renew unless and until AMI and LICENSEE reach agreement and said agreement is reduced to writing and executed by both parties. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Appears in 2 contracts

Samples: Software Licensing Agreement (Congatec Holding AG), Software Licensing Agreement (Congatec Holding AG)

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Term, Termination and Renewal. A. The initial term of this Agreement is three (3) years commencing on the Effective Date. This agreement may be renewed for successive terms if mutually agreed to by the parties in accordance with subparagraph F. This is an exclusive agreement, which may not be cancelled or terminated prior to the end of the initial term except in accordance with the terms and conditions of this Paragraph 10. B. Either party may terminate this Agreement: [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. i. Upon thirty (30) days written notice, for material breach of this Agreement and/or any other agreement between the parties by the other party, unless it is corrected within the said thirty (30) days; or ii. Immediately, by written notice if either party ceases conducting business in the normal course, institutes any proceedings for liquidation or winding up, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under the Federal Bankruptcy Act, or any other statute of any state relating to insolvency or the protection of rights of creditors. C. In the event of termination of this Agreement by either party for any reason, all licenses granted to LICENSEE herein shall terminate and LICENSEE shall deliver to AMI within five (5) business days thereafter written assurance from a duly authorized officer of LICENSEE that all copies of the Licensed Software received or generated and of the Confidential Information in LICENSEE’S possession have been (i) delivered to AMI or destroyed at the express direction of AMI, (ii) that no Confidential Information has or will be revealed except pursuant to this Agreement, and (iii) that all other covenants and requirements in this Agreement have been performed by LICENSEE. LICENSEE shall within two (2) months of the termination produce a final accounting of all labels used and return any remaining labels to AMI (no credit for unused labels shall be due or owing). D. In the event of termination of this Agreement by LICENSEE for any reason, absent a breach by AMI as provided in subparagraph B.i., above, then without exception LICENSEE shall be liable for [***]. E. The following provisions shall survive the termination or expiration of this Agreement: Paragraphs 1, 3, 4, 5, 7, 8, 9, 10D, 11, 12, 13, 14, 15, 17 and this Paragraph 10.E. F. This Agreement may be renewed for additional [***] one (1) year terms pursuant to the following process; If the LICENSEE desires to renew, the LICENSEE shall notify AMI not later than [***] prior to the expiration of this Agreement of its desire to renew and its desire, if any, to renegotiate any of the terms set forth within this Agreement or desire to add to or delete any such terms. AMI shall respond to the request for the renewal not later than [***] prior to the expiration date, and may request renegotiation of any term, or the addition or deletion of any term at that time. If the LICENSEE does not request renewal, this Agreement shall be deemed terminated. If the LICENSEE requests renewal, and either party requests renegotiation, or addition or deletion of any term or terms, this Agreement shall not renew unless and until AMI and LICENSEE reach agreement and said agreement is reduced to writing and executed by both parties. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Appears in 1 contract

Samples: Software Licensing Agreement (Congatec Holding AG)

Term, Termination and Renewal. A. 2.01 The initial term Superintendent shall be employed pursuant to this contract for a four (4) - year period commencing on July 1, 2019 and terminating on June 30, 2023. Unless the Committee notifies the Superintendent in writing prior to January 1, 2023 that it does not desire to renew the Superintendent’s contract upon its expiration, this contract will automatically renew for one additional year. This will be the only automatic rollover of this Agreement is three (3) years commencing on contract. 2.02 Prior to the Effective Date. This agreement termination date set forth above, this contract may be renewed for successive terms if mutually agreed to terminated by the parties in accordance Superintendent with subparagraph F. This is an exclusive agreement, which may not be cancelled or terminated prior to the end of the initial term except in accordance with the terms and conditions of this Paragraph 10. B. Either party may terminate this Agreement: [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. i. Upon thirty sixty (3060) days written notice, for material breach notice to the Committee. 2.03 Any termination of this Agreement and/or any other agreement between the parties Superintendent’s employment by the other party, unless it is corrected within the said thirty (30) days; or ii. Immediately, by written notice if either party ceases conducting business in the normal course, institutes any proceedings for liquidation or winding up, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under the Federal Bankruptcy Act, or any other statute of any state relating to insolvency or the protection of rights of creditors. C. In the event of termination of this Agreement by either party for any reason, all licenses granted to LICENSEE herein shall terminate and LICENSEE shall deliver to AMI within five (5) business days thereafter written assurance from a duly authorized officer of LICENSEE that all copies of the Licensed Software received or generated and of the Confidential Information in LICENSEE’S possession have been (i) delivered to AMI or destroyed at the express direction of AMI, (ii) that no Confidential Information has or will be revealed except pursuant to this Agreement, and (iii) that all other covenants and requirements in this Agreement have been performed by LICENSEE. LICENSEE shall within two (2) months of the termination produce a final accounting of all labels used and return any remaining labels to AMI (no credit for unused labels shall be due or owing). D. In the event of termination of this Agreement by LICENSEE for any reason, absent a breach by AMI as provided in subparagraph B.i., above, then without exception LICENSEE shall be liable for [***]. E. The following provisions shall survive the termination or expiration of this Agreement: Paragraphs 1, 3, 4, 5, 7, 8, 9, 10D, 11, 12, 13, 14, 15, 17 and this Paragraph 10.E. F. This Agreement may be renewed for additional [***] terms pursuant to the following process; If the LICENSEE desires to renew, the LICENSEE shall notify AMI not later than [***] Committee prior to the expiration of this Agreement of its desire to renew contract shall require just cause and its desire, if any, to renegotiate any shall require a two-thirds vote of the terms set forth within this Agreement or desire Committee. Prior to add to or delete any such terms. AMI vote, the Superintendent shall respond be given thirty (30) calendar days’ written notice of the date and time at which such a vote shall be taken and a statement of charges in sufficient detail to place the Superintendent on notice as to the alleged basis for such intended action. Upon written request for to the renewal Committee, received by the Committee not later than [***] fifteen (15) calendar days prior to the expiration date on which such vote is scheduled to be taken, the Superintendent will be given the opportunity for a hearing before the Committee which will be held before any such vote is taken, except that the hearing and the vote may be at the same meeting. 2.04 In the event of such termination, the Superintendent shall have the right to demand arbitration pursuant to the voluntary labor arbitration rules of the American Arbitration Association. Any decision of the arbitrator rendered hereunder shall be final and binding on the Committee and the Superintendent. The parties shall each bear one-half (1/2) of the fees charged by the arbitrator and/or the American Arbitration Association. Each party shall be responsible for their own attorney’s fees. Any termination pursuant to this section shall relieve the Committee of any further liability under this contract except as determined by the arbitrator as hereinbefore provided. 2.05 This agreement can be terminated by mutual agreement of both parties at any time. 2.06 This contract shall become effective upon its execution, and shall be retroactive to July 1, 2019. As of its effective date, this contract shall supersede all other agreements, written or verbal, between the Committee and may request renegotiation of any term, or the addition or deletion of any term at that time. If the LICENSEE does not request renewal, this Agreement shall be deemed terminated. If the LICENSEE requests renewal, and either party requests renegotiation, or addition or deletion of any term or terms, this Agreement shall not renew unless and until AMI and LICENSEE reach agreement and said agreement is reduced to writing and executed by both parties. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsSuperintendent.

Appears in 1 contract

Samples: Superintendent Contract of Employment

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Term, Termination and Renewal. A. The initial term (a) This Agreement shall become effective as of this Agreement is three (3) years commencing on the Effective DateJanuary 1, 2004 and shall have a one-year term, remaining in full force and effect through and until December 31, 2004. This agreement may be Agreement shall terminate as of such year-end unless renewed for successive terms if mutually agreed to by the parties in accordance Board of Directors (with subparagraph F. This is an exclusive agreement, which may not be cancelled or terminated prior to the end approval of the initial term except in accordance with the terms and conditions of this Paragraph 10. B. Either party may terminate this Agreement: [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. i. Upon thirty (30Conflicts Committee) days written notice, for material breach of this Agreement and/or any other agreement between the parties by the other party, unless it is corrected within the said thirty (30) days; or ii. Immediately, by written notice if either party ceases conducting business in the normal course, institutes any proceedings for liquidation or winding up, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under the Federal Bankruptcy Act, or any other statute of any state relating to insolvency or the protection of rights of creditors. C. In the event of termination of this Agreement by either party for any reason, all licenses granted to LICENSEE herein shall terminate and LICENSEE shall deliver to AMI within five (5) business days thereafter written assurance from a duly authorized officer of LICENSEE that all copies of the Licensed Software received or generated and of the Confidential Information in LICENSEE’S possession have been (i) delivered to AMI or destroyed at the express direction of AMI, (ii) that no Confidential Information has or will be revealed except pursuant to this Agreement, and (iiiSection 13(b) that all other covenants and requirements in this Agreement have been performed by LICENSEEbelow. LICENSEE shall within two (2) months of the termination produce a final accounting of all labels used and return any remaining labels to AMI (no credit for unused labels shall be due or owing). D. In the event of termination of this Agreement by LICENSEE for any reason, absent a breach by AMI as provided in subparagraph B.i., above, then without exception LICENSEE shall be liable for [***]. E. The following provisions shall survive the termination or expiration of this Agreement: Paragraphs 1, 3, 4, 5, 7, 8, 9, 10D, 11, 12, 13, 14, 15, 17 and this Paragraph 10.E. F. This Agreement may be renewed for additional [***] terms pursuant to the following process; If the LICENSEE desires to renew, the LICENSEE shall notify AMI not later than [***] prior to the expiration of this Agreement of its desire to renew and its desire, if any, to renegotiate any of the terms set forth within this Agreement or desire to add to or delete Upon any such terms. AMI shall respond to the request for the renewal not later than [***] prior to the expiration date, and may request renegotiation of any term, or the addition or deletion of any term at that time. If the LICENSEE does not request renewal, this Agreement shall be deemed terminatedrenewed for a successive one-year term and terminate at the end thereof, unless subsequently renewed by the Board of Directors (with the approval of the Conflicts Committee) pursuant to Section 13(b) below. This Agreement may be terminated by either party prior to expiration of its term pursuant to Section 15 below. (b) If the Board of Directors (with the approval of the Conflicts Committee) elects to renew this Agreement at the expiration of the original term, or any succeeding one-year term after such renewal as set forth in Section 13(a) above, the Board of Directors shall deliver to the Manager prior written notice of its intention to renew this Agreement not less than 60 days prior to the expiration of the then existing term. If the LICENSEE requests renewalBoard of Directors (with the approval of the Conflicts Committee) elects not to renew this Agreement pursuant to this Section 13(b), the Agreement shall terminate upon the expiration of the then existing term, and either party requests renegotiation, or addition or deletion the Manager shall cease to provide services under this Agreement as of any such date. (c) If the Manager elects not to renew this Agreement at the expiration of the original term or termsany such one-year extension term as set forth in Section 13(a) above, the Manager shall deliver to the General Partner prior written notice not less than 60 days prior to the expiration of the then existing term, whereupon this Agreement shall not renew unless be renewed and until AMI extended and LICENSEE reach agreement and said agreement shall terminate effective on the anniversary of the date hereof following the delivery of such notice. (d) If this Agreement is reduced terminated pursuant to writing and executed by both parties. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect Section 13, such termination shall be without any further liability or obligation of either party to the omitted portionsother, subject to the continuation of the indemnification obligations set forth in Section 12 and In addition, Section 11 shall survive termination of this Agreement.

Appears in 1 contract

Samples: Services Agreement (Markwest Energy Partners L P)

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