Term Termination Effects of Termination Sample Clauses

Term Termination Effects of Termination. 8.1 Product Term. Unless otherwise stated in the Order, the Order Term for each Software subscription or Cloud Services is: (i) the time period specified in the applicable Order, commencing on the date of delivery or (ii) for Cloud Services provided on a transaction basis, the validity period for processing the transactions, and any renewal terms. 8.2 Either party has the right to terminate this Agreement and any and/or all rights granted under this Agreement upon written notice to the other party if the other party: (a) is in default of any obligation hereunder which default is incapable of being cured, or which, being capable of being cured, has not been cured within thirty (30) days after receipt of written notice of such default; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or has been liquidated, voluntarily or otherwise. 8.3 Immediately upon termination, all rights hereunder and rights to use shall terminate, and You must stop using the Products. Within five (5) days after termination You will de-install the Software and all copies and (a) return the Software and all copies or (b) destroy the Software and all copies, and certify in writing that they have been destroyed. 8.4 If you terminate the Agreement, You still must pay all fees which remain payable under an Order or SOW. 8.5 Sections 3, 4, 5.2, 5.3, 6.3, 7.2, 7.3, 7.4 and 8 through 10 shall survive termination of this Agreement.
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Term Termination Effects of Termination. 6.1 Unless terminated sooner in accordance with this Section 6, this Agreement will remain in effect for an initial term of twelve consecutive months beginning as of the date of this Agreement and, unless We give You or You give Us written notice of termination no later than ten business days prior to the expiration date of the prior Term, this Agreement will automatically renew for consecutive twelve month terms (the twelve months from the date this Agreement and each subsequent twelve month renewal period, a "Term"). 6.2 Either party may terminate this Agreement upon ten business days prior written notice (which notice must set forth reasonable details of the breach) for a material breach of this Agreement by the other, unless the other party cures such breach within the ten business day notice period. 6.3 LinkShare may, in its sole discretion and with cause (including without limitation utilization of the Service to disparage LinkShare, the Network or any of Web Site Owners participating in the Network) upon no less than ten (10) business days prior notice, terminate or suspend Your access to all or part of the Service by sending an e-mail to the last e-mail address You provide to LinkShare or by any other lawful means of delivery. 6.4 You also agree that if We terminate this Agreement pursuant to Section 6.2, You will continue to be subject to the protective provisions of Section 6.5 for a period equal to the balance of the Term. 6.5 You agree to be subject to the following provisions at all times during each Term and at all times during any applicable period under Section 6.4: (a) You will not directly or indirectly (whether through third parties such as affiliates, consultants, agents or otherwise) provide any transaction-based advertising link verification products or services, (b) You will not enter into any transaction-based advertising arrangements with any Web site owners or operators who have contacted You through the Network (whether or not You entered into an Engagement with any such owner or operator), other than any such owner or operator with whom You had a then-current trading or advertising arrangement or other link prior to the first day of the first full month prior to the date of this Agreement (as evidenced by a contemporaneous written agreement or arrangement with that owner or operator). (c) You will not utilize a system, software, technology, network or service that competes with the Network, any of the LinkShare Product or the Se...
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Term Termination Effects of Termination. 6.1. This Agreement shall become effective on the Effective Date stated above. This Agreement shall continue in force for three (3) years unless earlier terminated in accordance with Section 6.2. 6.2. Each party may terminate this Agreement at any time, for any reason or no reason, by serving at least fifteen (15) days prior written notice to the other party. 6.3. Upon expiration or termination of this Agreement the Receiving Party's right to use the Disclosing Party’s Confidential Information ceases and the Receiving Party must, upon the Disclosing Party’s request and at the Receiving Party’s expense, promptly return to the Disclosing Party or permanently destroy all of the Disclosing Party’s Confidential Information in its power, possession or control. Having acknowledged that it, particularly within a networked environment, the return and/or destruction of electronically stored information may be impossible, extremely or otherwise unduly difficult or costly, the immediately preceding sentence is not intended to, and does not obligate the Receiving Party to make extra-ordinary efforts to destroy electronically stored copies of the Confidential Information, provided that, in relation to any such copy that is not destroyed the Receiving Party’s obligations of confidentiality and restricted use shall continue as per the provisions of this Agreement. 6.4. Notwithstanding Section 6.3, the Receiving Party may retain a reasonable number of copies of the Confidential Information (and any materials embedding the same) (“Retained Copies”) for the sole purpose of (i) satisfying any legal or regulatory requirements regarding record and data retention that the Receiving Party is obligated to comply with; (ii) enforcing this Agreement; and/or (iii) archiving consistent with good business practices and the Receiving Party’s internal policies. For the avoidance of doubt, the Receiving Party’s obligations of confidentiality and restricted use as set forth in this Agreement shall continue in respect of such Retained Copies as per the provisions of this Agreement. 6.5. Notwithstanding anything else in this Agreement, the Receiving Party’s obligations of confidentiality and restricted use hereunder shall continue in force during the term of this Agreement and shall survive for three (3) years following the expiration or termination of this Agreement or, in the case of trade secrets, until such time as the Confidential Information does not qualify as a trade secret.
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Term Termination Effects of Termination. 8.1 Cloud Services and Subscription Licenses Term - The term for each subscription license and/or Cloud Services (“Term”) is: (i) the time period specified in the Order, commencing on the delivery date, or (ii) for Cloud Services provided on a transaction basis, the Term shall be the validity period for processing the transactions and any renewal terms in the Product Description Schedule unless specifically stated in the Order. 8.2 Either party has the right to terminate this Agreement and any and/or all rights granted under this Agreement upon written notice to the other party if the other party: (a) is in default of any obligation hereunder which default is incapable of being cured, or which, being capable of being cured, has not been cured within thirty
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Term Termination Effects of Termination. 8.1 Product Term. Unless otherwise stated in the Order, the Order Term for each Software subscription or Cloud Services is: (i) the time period specified in the applicable Order, commencing on the date of delivery or (ii) for Cloud Services provided on a transaction basis, the validity period for processing the transactions, and any renewal terms. 8.2 When the Contracting Activity is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be brought as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, Informatica shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer.
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Term Termination Effects of Termination. Trial Term Regular Term – Subscription Period
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Term Termination Effects of Termination 
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Related to Term Termination Effects of Termination

  • Effects of Termination In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.

  • Events of Termination Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

  • 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.

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