Common use of Term Termination and Survival Clause in Contracts

Term Termination and Survival. 8.1 This Agreement shall commence as of the Effective Date and shall continue in perpetuity thereafter until terminated pursuant to Section 8.2 or Section 8.3. 8.2 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 the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach, or such material breach is incapable of cure. (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 7 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. 8.3 Notwithstanding anything to the contrary in Section 8.2, (i) PHI may terminate this Agreement for any reason upon 30 days’ written notice to RS and (ii) RS may terminate this Agreement for any reason upon 60 days’ written notice to PHI. 8.4 The rights and obligations of the Parties set forth in this Section 8 and Sections 6, 7, 9 and 10 and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination of this Agreement, will survive any such termination of this Agreement. 8.5 If this Agreement is terminated for any reason, then, for up to six (6) months after the effective date of such termination, and in each case to the extent requested by PHI, (i) RS shall continue to provide Services to PHI in accordance with this Agreement and (ii) RS shall provide transition assistance as reasonably requested by PHI (which transition assistance shall include the return or migration of PHI’s files or data under the direct or indirect control of RS, and support for PHI’s migration from any IT system utilized by or on behalf of RS (or made available to PHI by RS) in connection with the Services to those IT systems as designated by PHI) ((i) and (ii) collectively, the “Transition Services”). During each month in which RS provides Transition Services, PHI shall continue to compensate RS as provided in Section 4 as if this Agreement had not yet terminated.

Term Termination and Survival. 8.1 7.1. This Agreement shall commence as of the Effective Date its date of execution, and shall continue in perpetuity thereafter until the completion of the Services, unless sooner terminated pursuant to Section 8.2 7.2. or Section 8.37.3. 8.2 Either Party 7.2. The Parties may terminate this Agreement, effective upon written notice to the other Party in the following circumstances: 7.2.1. If the other Party (the “Defaulting Party”), if the Defaulting Party: (a) Materially 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 10 days after receipt of written notice of such breach, or such material breach is incapable of cure.; (b) Becomes 7.2.2. If the other Party becomes insolvent or admits its inability to pay its debts generally as they become due.; (c) Becomes 7.2.3. If the other Party becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within 7 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. 8.3 Notwithstanding anything to the contrary in Section 8.2, (i) PHI 7.2.4. Rebels ITK may terminate this Agreement for if Host fails to pay the Deposit or the Fees when due as set out under Section 5, and Rebels ITK shall deal with any reason upon 30 days’ written notice to RS and (ii) RS paid Deposit or Fees as set out therein; and 7.2.5. The Host may terminate this Agreement for at any reason upon 60 days’ written notice to PHItime, and their Deposit and any paid Fees shall be dealt with in accordance with the terms of Section 5 herein. 8.4 The rights 7.3. Rebels ITK may terminate this Agreement immediately and obligations without notice, penalty, or further obligation in the following circumstances: 7.3.1. If the Host fails to provide Rebels ITK with access to the Site on the Event Date; 7.3.2. If on the Event Date the Site is not appropriately clean or is in any kind of state or condition that poses a potential health risk to the Rebels ITK personnel, the Host, or any of the Parties set forth individuals attending or participating in this Section 8 and Sections 6, 7, 9 and 10 and the Services; 7.3.3. If the Host fails to provide the required Equipment at the Site on the Event Date; 7.3.4. If the Host or any right person attending or obligation participating in the Services becomes excessively or unsafely drunk or inebriated on the Event Date in Rebels ITK’ opinion; 7.3.5. In any circumstances where Rebels ITK have reason to believe that they or any individuals present at the Services are at risk of the Parties in this Agreement which, by its nature, should survive termination of this Agreement, will survive any such termination of this Agreement. 8.5 If this Agreement is terminated harm for any reason, then, for up to six (6) months after the effective date of such termination, and in each case to the extent requested by PHI, (i) RS shall continue to provide Services to PHI in accordance with this Agreement and (ii) RS shall provide transition assistance as reasonably requested by PHI (which transition assistance shall include the return or migration of PHI’s files or data under the direct or indirect control of RS, and support for PHI’s migration from any IT system utilized by or on behalf of RS (or made available to PHI by RS) in connection with the Services to those IT systems as designated by PHI) ((i) and (ii) collectively, the “Transition Services”). During each month in which RS provides Transition Services, PHI shall continue to compensate RS as provided in Section 4 as if this Agreement had not yet terminated.