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.
Appears in 4 contracts
Samples: Engineering Services Agreement, Engineering Services Agreement, Engineering Services Agreement
Term Termination. 9.1 The term of this (a) This Agreement commences as of shall commence on the Effective Date and, unless and may be terminated earlier pursuant by either party by giving six months advance written notice of termination 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”)other party.
9.2 In addition to any other express termination right set forth elsewhere in (b) Notwithstanding paragraph (a) of this Agreement:
(1) Engineer Section 8, either party may terminate this Agreement, effective on written notice to Owner, if: Agreement immediately upon the occurrence of a Default by the other party. A party shall be in Default if that party (i) Owner fails to pay any amount when due hereunderthe Use Fee or any other sum due under this Agreement, or fails to perform any other obligation under this Agreement, and such failure continues more than ten for a period of five (105) calendar days after Engineer’s delivery days; provided, however, that if a party disputes the amount of written notice thereof; the Use Fee or (ii) there have been three (3) or more other charge within such payment failures in the preceding twelve (12) month five day period, regardless the running of whether any such failures were timely cured.
(2) Either party may terminate this Agreement effective on written notice to five day period shall commence upon the other party if the other party materially breaches this Agreement through no fault resolution 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 purposedispute pursuant to Section 5(e); (ii) becomes insolvent or is generally the subject of any order for relief in a proceeding under any Debtor Relief Law (as defined below); (iii) becomes unable to pay, or fails admits in writing the party’s inability 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 lawmature; (iv) makes or seeks to make a general an assignment for the benefit of its creditors; or (v) applies for or has appointed a consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitation, or similar agent officer for the party or for all or any part of the party’s property or assets, or any such officer is appointed by order of for such party or any court of competent jurisdiction to take charge of or sell any material portion part of its assets without the party’s consent and such appointment is not dismissed or discharged within 60 calendar days; (vi) institutes or consents to any proceeding under any Debtor Relief Law with respect to the party or all or any part of the party’s property or business assets, (vii) becomes subject to any proceeding under any Debtor Relief Law without the consent of the party if such case or proceeding continues undismissed or unstayed for 60 calendar days; or (viii) dissolves or liquidates or takes any action to dissolve or liquidate. As used in this Agreement, the term Debtor Relief Law shall mean the Bankruptcy Code of the United States of America, as amended, or any other similar debtor relief law affecting the rights of creditors generally.
9.3 If (c) AgeX may terminate this Agreement is terminated by either party, on six months written notice to BioTime given after such date on which BioTime ceases to consolidate the Engineer shall financial statements of AgeX with the financial statements of BioTime under generally accepted accounting principles in the United States.
(d) The obligations of AgeX under Sections 5 and 6 and to pay for any repairs of the Premises required to be paid for all Services performed through the effective date by AgeX under this Agreement shall survive termination 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 terminationthis Agreement.
Appears in 3 contracts
Samples: Shared Facilities and Services Agreement, Shared Facilities and Services Agreement (AgeX Therapeutics, Inc.), Shared Facilities and Services Agreement (AgeX Therapeutics, Inc.)
Term Termination. 9.1 The term of this (1) This Agreement commences shall become effective as of the Effective Date anddate of signature and shall remain in effect for an indefinite period of time, 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:
by either Party giving one (1) Engineer may terminate this Agreement, effective on written month prior notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) the end of a 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 curedmonth.
(2) Either party may The right of each Party to terminate this Agreement effective on written notice to for cause shall remain unaffected. In par- ticular, a good cause shall be given in the event
(a) the other party if the other party Party materially breaches this Agreement through no fault of the terminating party, and fails to cure such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured material breach within thirty (30) calendar days after the non-breaching party provides the breaching party with written receiving a notice of such breachmaterial breach describing such material breach in reasonable detail;
(b) of insolvency, liquidation or the appointment of an examiner or other insolvency official with respect to a Party;
(c) Liquidity Provider lodges an objection pursuant to Section 4;
(d) Liquidity Provider fails to comply with the statutory requirements laid down in the Exchange Act, the Exchange Rules of Eurex Deutschland and Eurex Zürich or other applicable legal provisions or fails to comply with the administrative practice published by an NCA;
(e) a material change in the regulatory framework within the European Union occurs, which has a material adverse effect on the offering of Incentives as stipulated in Section 1 (Pro- vision of Incentives) of this Agreement and specified by the relevant Supplement Agree- ment;
(f) a material change in the administrative practice of the NCA responsible for the supervision of EFAG and/or ECAG and/or Liquidity Provider occurs, which has a material adverse effect on the provision of the Incentives, in particular, where such NCA decides that one of the Incentives as provided by EFAG and ECAG to Client or the underlying parameters are not compatible with regulatory requirements;
(g) that fees or rebates in general and/or the concept of collecting and distributing fees, re- xxxxx or other Incentives will be materially amended or generally abolished by EFAG and/or ECAG.
(3) Either party The term and termination rights applicable for a Supplement may be stipulated in each Sup- plement. Section 9 Paragraph 1 and 2 shall apply accordingly for the Supplements, if not agreed otherwise between the Parties. However, no Supplement shall become effective before this Agreement comes into effect pursuant to Section 9 Paragraph 1. The termination of a Sup- plement shall have no effect on this Agreement or on any other Supplement. All Supplements shall however terminate with the termination of this Agreement, effective immediately, if not expressly stipulated oth- erwise in 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 respective Supplement.
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.
Appears in 3 contracts
Samples: Liquidity Provider Agreement, Liquidity Provider Agreement, Liquidity Provider Agreement
Term Termination. 9.1 As mutually agreed between Broadcaster and the DPO the agreement shall be valid for One (1) year with effect from to . The term Term of the Agreement may be extended on terms and conditions to be mutually agreed and recorded in writing between the parties. Either Party has a right to terminate this Agreement by a written notice, subject to applicable Law, to the other in the event of:
1. Material breach of this Agreement commences as by the other Party which has not been cured within thirty (30) days of being required in writing to do so;
2. The bankruptcy, insolvency or appointment of receiver over the assets of the Effective Date and, unless terminated earlier pursuant other Party;
3. The DAS Distribution System licence or any other material licence necessary for the DPO to operate its DAS Distribution System service being revoked at anytime other than due to the fault of the DPO. Broadcaster shall have the right to terminate this Agreement by a written notice to the DPO if
(i) The DPO breaches any of the Agreement's express provisions, will continue Anti Piracy Requirements and fails to cure such breach within twenty one (21) days of being required in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”).
9.2 In addition writing to any other express termination right set forth elsewhere in this Agreement:do so; or
(1ii) Engineer may Broadcaster discontinues the Broadcaster Channels with respect to all distributors in the Territory and provides DPO with at least twenty one (21) days prior written notice. The DPO shall have the right to terminate this Agreement, effective Agreement on written notice to Owner, if: Broadcaster if the DPO discontinues its DAS Distribution System business and provides at least twenty one (i21) Owner fails days s prior written notice. The Broadcaster shall have the right 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 forthwith terminate this Agreement effective on written notice and disconnect/deactivate signals of the Subscribed Channels to the DPO and/or take any other party if the other party materially breaches this Agreement through no fault action as may be appropriate, upon occurrence of any 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.following:
(3a) Either party may terminate this Agreement, effective immediately, if In case of winding up proceedings initiated against the other party: DPO;
(ib) 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, assignment of the Owner will receive reproducible copies of Drawings, Specifications and other documents completed Agreement by the Engineer up DPO without prior written approval of the Broadcaster;
(c) If the DPO voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels through its DAS Distribution System (including but not limited to entering into an agreement/arrangement with another Broadcaster for operational and/or administrative and/or funding purposes, etc.);
(d) In the event the Broadcaster is subjected to legal, governmental or other adverse action under applicable treaties, tariffs or Applicable Laws that restrict the right of Broadcaster to provide the Subscribed Channels or any part thereof to the effective date DPO or limit the DPO's right or authorization to distribute the Subscribed Channels or in the event of terminationany court order which cannot be reviewed or appealed against, which prevents/restricts the Broadcaster to provide the Subscribed Channels to the DPO under the terms of this Agreement.
Appears in 3 contracts
Samples: Technical and Commercial Interconnection Agreement, Technical and Commercial Interconnection Agreement, Interconnection Agreement
Term Termination. 9.1 9.1. The term of this Agreement commences as of shall commence on the Effective Date and, unless earlier terminated earlier pursuant to any of the Agreement's express provisionsas provided in this Section 9, will shall continue in full force and effect until the parties have performed their obligations under completion of the Agreement’s terms Sponsored Research and conditions (“Term”)the provision to the Company of the Final Scientific Report.
9.2 In addition 9.2. This Agreement shall terminate automatically upon the termination of the License Agreement.
9.3. Without derogating from the Parties’ rights hereunder or by law to any other express termination right set forth elsewhere in this Agreement:
(1) Engineer may terminate this Agreementor additional remedy or relief, 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 it is agreed that each Party may terminate this Agreement effective on by serving a written notice to that effect (effective immediately) on the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: Party upon or after:
(i) is incapable the other Party commits a material breach of cureits obligations under this Agreement, which material breach cannot be cured or, if curable, which has not been cured by the Party in breach within 30 (thirty) days after receipt of a written notice from the non-defaulting Party in respect of such breach; or 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) Party becomes insolvent, is dissolved adjudged bankrupt, applies for judicial or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to payextra judicial settlement with its creditors, 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 an assignment for the benefit of its creditors; or (v) applies , voluntarily files for bankruptcy or has a receiver or trustee (or the like) in bankruptcy appointed a receiver, trustee, custodianby reason of its insolvency, or similar agent appointed by order in the event that an involuntary bankruptcy action is filed against the other Party and is not dismissed within ninety (90) days, or if the another Party becomes the subject of any court of competent jurisdiction to take charge of liquidation or sell any material portion of its property dissolution proceedings or business otherwise discontinues business.
9.3 If 9.4. Upon the termination of this Agreement is terminated by either partyfor any reason other than due to the expiry of the term of this Agreement, the Engineer Company shall be paid for deliver to Hadasit all Services performed through material, in soft or hard copies, relating to the effective date Sponsored Research and/or the Sponsored Research Results.
9.5. The termination of termination, including reimbursable expenses. In this Agreement by any Party shall not affect the event rights and obligations of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up Parties accrued prior to the effective date of termination.
9.6. Sections 4, 5 (subject to the time period set out in the License Agreement), 6, 7, 8, 9 and 10 shall survive the termination or expiration of this Agreement for any reason.
Appears in 3 contracts
Samples: License Agreement (Artemis Therapeutics, Inc.), License Agreement (New York Global Innovations Inc.), License Agreement (New York Global Innovations Inc.)
Term Termination. 9.1 (i) This Agreement shall be valid for the Term.
(ii) The term Term may be extended on terms and conditions to be mutually agreed and recorded in writing between the Parties.
(iii) Either Party has a right to forthwith terminate this Agreement by a written notice, subject to Applicable Laws, to the other Party in the event of:
(a) material breach of this Agreement commences as by the other Party which has not been cured within thirty (30) days of being required in writing to do so; or
(b) the bankruptcy, insolvency or appointment of receiver over the assets of the Effective Date andother Party; or
(c) the Operator‟s license under the Guidelines for providing Headend-In-The-Sky (HITS) Broadcasting Service in India dated November 26, unless terminated earlier pursuant 2009 (as amended) published by the MIB or any other material license necessary for a HITS Operator being revoked at anytime other than due to any the fault 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”)Operator.
9.2 In addition (iv) SDSPL shall have the right to terminate this Agreement by a written notice to the Operator if (a) the Operator breaches any other express termination right set forth elsewhere Applicable Laws, (b) the Operator‟s digital Addressable System does not meet the requirements specified in this Agreement:Applicable Laws, and (c) the STBs, CAS and SMS of the Operator fails to comply with the Technical Specifications.
(1v) Engineer may The Operator shall have the right to terminate this Agreement, effective Agreement on written notice to Owner, if: SDSPL if the Operator discontinues its digital Addressable System business and provides at least ninety (i90) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of prior 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 curednotice.
(2vi) Either party may SDSPL shall have the right to forthwith terminate this Agreement effective on written notice and disconnect/deactivate signals of the Subscribed Channels to the Operator and/or take any other party if the other party materially breaches this Agreement through no fault action as may be appropriate, upon occurrence of any 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.following:
(3a) Either party may terminate this Agreement, effective immediately, if In case of winding up proceedings against the other party: Operator;
(ib) 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 terminationassignment of the Agreement by the Operator without prior written approval of SDSPL;
(c) If SDSPL discontinues the Subscribed Channels, inter alia, with respect to HITS Operator in the Territory.
(d) If the Operator by operation of law loses control of the means to distribute the Subscribed Channels (including but not limited to entering into an agreement/arrangement with another Broadcaster for operational and/or administrative and/or funding purposes, etc.);
(e) In the event SDSPL/ SUN is subjected to legal, governmental or other adverse action under applicable treaties, tariffs or Applicable Laws that restrict the right of SDSPL/ SUN to provide the Subscribed Channels or any part thereof to the Operator or limit the Operator's right or authorization to distribute the Subscribed Channels or in the event of any court order which cannot be reviewed or appealed against, which prevents/restricts SDSPL/ SUN to provide the Subscribed Channels to the Operator under the terms of this Agreement;
(f) If the Equipment are removed from the Installation Address without prior written consent of SDSPL or is being used or intended to be used, at a place other than the Installation Address;
(g) If the Operator‟s representations, warranties contained in this Agreement are found to be untrue; and
(h) If the Operator does not comply with any rules, regulations, orders of TRAI or any other government or statutory body/court or tribunal.
(vii) The Parties agree that if any of the agreements between SDSPL and SUN relating to SDSPL‟s right to distribute any of the Subscribed Channels in the Territory is terminated, then the part of the Agreement pertaining to the said Subscribed Channel shall stand terminated. In such an event, fresh Annexes shall be executed between the Parties at mutually agreed terms, subject to applicable law.
(viii) SDSPL‟s rights to terminate the Agreement shall be without prejudice to SDSPL‟s legal and equitable rights to any claims under the Agreement, injunctive relief(s), damages, and other remedies available under Applicable Laws.
(ix) The operator hereby acknowledges that if signal of any Subscribed Channel, which was disconnected/deactivated for reason attributable to the operator, needs to be reconnected, the Owner will receive reproducible copies operator shall be liable to pay non –refundable re-activation fee of DrawingsRs.500 per channel per re-activation, Specifications and other documents completed by if SDSPL so elects. Further, the Engineer up to the effective date of terminationoperator acknowledges that such re- activation fee does not constitute a penalty.
Appears in 3 contracts
Samples: Subscription Agreement, Subscription Agreement, Subscription Agreement
Term Termination. 9.1 (a) The term of this Employment Agreement commences as shall commence on the first date when Employee reports for work for the Company after the date hereof (the "Effective Date") and shall continue thereafter for a period of three (3) years, subject to 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 herein stated; provided that Employee may terminate this Agreement at any time hereafter by giving the Company at least fourteen (“Term”)14) days' prior written notice. If Employee voluntarily terminates this Agreement, Company shall have no further financial liability to Employee beyond the effective date of such termination.
9.2 In addition (b) If during the term of this Agreement Employee is prevented for a continuous period of thirty (30) days from performing his duties hereunder by reason of physical or mental disability ("Disability"), then the Company, on seven days' prior written notice to any other express termination right set forth elsewhere in this Agreement:
(1) Engineer the Employee, 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 a termination pursuant to this paragraph 4(b), the Company shall be relieved of all of its obligations under this Agreement, except that: (i) the Company shall pay to the Employee that portion of the Employee's wages earned and accrued by Employee prior to Employee's termination, and (ii) to the Owner will receive reproducible copies extent provided in the Plan, to exercise the Options described in Paragraph 3(c) hereof.
(c) The Company may at any time discharge the Employee for Cause (as hereinafter defined) and terminate this Agreement without any further liability hereunder to the Employee or his spouse or estate, except for the obligation of Drawingsthe Company to pay the Employee's wages earned to the date of discharge. For purposes of this Agreement, Specifications and the Company shall have "Cause" to terminate the Employee's employment upon (i) the gross negligence of the Employee in performing his duties hereunder (other documents completed than any such failure resulting from the Employee's incapacity due to physical or mental illness), (ii) the willful engaging by the Engineer up Employee in conduct amounting to fraud or embezzlement or any other act by Employee which is negligently or willfully performed which has the effect of damaging the reputation of the Company or its business, (iii) breach of fiduciary duty as an officer and/or director of the Company, (iv) the violation by the Employee of any material provision of this Agreement, including but not limited to the effective date provisions of terminationSections 5, 6, 7, 8 or 10 hereof.
Appears in 3 contracts
Samples: Employment Agreement (Computerized Thermal Imaging Inc), Employment Agreement (Computerized Thermal Imaging Inc), Employment Agreement (Computerized Thermal Imaging Inc)
Term Termination. 9.1 The term of this 3.1. This Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue shall remain 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: terminated (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; in accordance with its terms or (ii) there have been three (3) by an order of the Commission, whichever shall occur first.
3.2. Notwithstanding anything to the contrary elsewhere in this Agreement or more such payment failures in the preceding twelve (12) month periodElectricity Tariff, regardless of whether any such failures were timely cured.
(2) Either party may terminate this Agreement effective on the Utility, by written notice to the other party CDG Sponsor, may if the other party materially breaches permitted in a proceeding, terminate this Agreement through no fault in whole or in part with respect to the CDG Project or suspend further performance without terminating this Agreement upon the occurrence of any of the terminating party, and such breachfollowing: (ia) the CDG Sponsor or CDG Project terminates or suspends doing business, except where such suspension 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.caused by Force Majeure;
(3b) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved CDG Sponsor or liquidated or takes any corporate action for such purpose; (ii) CDG Project 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, subject to any proceeding under any domestic or foreign bankruptcy or insolvency law; proceeding under federal or state law (ivand which proceeding is not removed or dismissed within sixty (60) days from the filing thereof), or becomes insolvent, becomes subject to the direct control of a transferee, receiver or similar authority in relation to a bankruptcy or insolvency proceeding, or (except as otherwise provided in Section 15.7) makes or seeks to make a general an assignment for the benefit of creditors; (c) the CDG Sponsor commits a material breach of any of its creditorsobligations under this Agreement with respect to the Net Crediting Program and has not cured such breach within thirty (30) days after receipt of a written notice from the other Party specifying the nature of the breach (provided, however, that if such breach cannot be cured within thirty (30) days, the cure period will be extended as long as CDG Sponsor is pursuing diligent efforts to cure, such extended cure period not to exceed an additional thirty (30) days); or (vd) applies for the CDG Project is in material violation of the Utility’s electric standards, including but not limited to provisions related to interconnection and safety and has not cured such violation within thirty (30) days after receipt of a written notice from the other Party specifying the nature of the violation (provided, however, that if such breach cannot be cured within thirty (30) days, the cure period will be extended as long as CDG Sponsor is pursuing diligent efforts to cure, such extended cure period not to exceed an additional thirty (30) days). Notwithstanding the aforementioned cure provisions or has appointed a receiverany other provision of this Agreement, trusteethe Utility may take immediate actions with respect to the CDG Project interconnection if deemed necessary by the Utility, custodianin its sole discretion, to protect the safety of the public, customers, or similar agent appointed by order employees, or the operation of any court of competent jurisdiction to take charge of or sell any material portion of its property or business the electric system.
9.3 If this Agreement is terminated by either party3.3. The foregoing notwithstanding, the Engineer CDG Sponsor may upon written notice to Utility remove the CDG Project from the Net Crediting Program. The CDG Sponsor and the Utility shall be paid follow the process detailed in the Net Crediting Manual for all Services performed through removal of the effective date CDG Project from the Net Crediting Program. The CDG Sponsor shall notify the affected CDG Satellites of termination, including reimbursable expenses. In the event removal of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by CDG Project from the Engineer up to the effective date of terminationNet Crediting Program.
Appears in 3 contracts
Samples: Community Distributed Generation Net Crediting Agreement, Community Distributed Generation Net Crediting Agreement, Community Distributed Generation Net Crediting Agreement
Term Termination. 9.1 (a) The term of this Agreement commences as of will commence on the Effective Date and, unless terminated earlier pursuant in accordance with this Agreement, will continue through the end of the License Term.
(b) If any Party at any time materially fails to abide by or fails to perform in any material respect 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 of this Agreement, effective on each of the other Parties will have the right to terminate this Agreement upon sixty (60) days written notice specifying the default complained of, setting forth the underlying reasons for its belief that a default has occurred and the remedy sought, provided that such notice of termination will not be effective if the defaulting Party has cured such breach within such sixty (60) day period. In the event of a bona-fide dispute as to Ownerwhether a default has occurred and if either Party has initiated in good faith a legal proceeding in a court of competent jurisdiction challenging the occurrence of such default, if: the above cure period shall be tolled during any such proceeding concerning such bona-fide dispute. For the avoidance of doubt, the Parties understand and agree that any material breach by any Party’s Affiliates and/or sublicensees shall constitute a material breach of this Agreement. Endo/Teikoku shall have the right to terminate the Agreement upon written notice effective immediately if (i) Owner fails Xxxxxx or any of its Affiliates challenges the infringement, validity or enforceability of the Licensed Patents, or if Xxxxxx or any of its Affiliates participates in or supports, directly or indirectly, any such challenges by any Third Party, except Xxxxxx shall be permitted to pay any amount when due hereundermaintain the Paragraph IV certifications contained in Xxxxxx’x XXXX and except Xxxxxx shall be permitted to contest the validity, and such failure continues more than ten (10) calendar days after Engineer’s delivery enforceability or alleged infringement of written notice thereofthe Licensed Patents to the extent permitted by Section 2(h)(iii); or (ii) there have been three (3) Xxxxxx or more such payment failures any of its Affiliates makes, has made, uses, offers for sale, sells or imports in the preceding twelve (12U.S., directly or indirectly, Xxxxxx’x Generic Product or assists or authorizes any Third Party to do any of the foregoing or otherwise breaches Section 2(e) month periodprior to the Start Date, regardless subject to Xxxxxx’x allowed pre-Start Date activities outlined in Section 2(d). A termination of whether any such failures were timely curedthis Agreement by one Party shall be deemed to be a termination of this Agreement as to all Parties.
(2c) 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 partyfor any reason: (i) Endo/Teikoku will have the right to recommence or refile the Litigation before the United States District Court for the District of Delaware; (ii) each Party consents, with respect to any such refiled Litigation or declaratory judgment action, to (A) the Engineer shall be paid jurisdiction of the United States District Court for all Services performed through the effective date District of terminationDelaware, and irrevocably and unconditionally waives any objection to the laying of venue in such court or that the Litigation or declaratory judgment action has been brought in an inconvenient forum, (B) waive any statute of limitations defenses in connection with such recommenced or refiled Litigation or declaratory judgment action, and (C) have the Court enter a decision in the ‘529 Lawsuit based upon the evidence and argument previously presented at trial in such Lawsuit; (iii) the licenses and Covenant Not To Xxx granted herein automatically and immediately will terminate; (iv) Xxxxxx will have the right to defend itself on any basis, including reimbursable expenseschallenging the infringement, validity and enforceability of the Licensed Patents; and (v) the Agreement will not be available as evidence in any proceeding. In Termination or expiration of this Agreement shall not release any Party from liability (in an action at law or otherwise) for any obligations, liabilities or damages incurred prior to such termination and arising out of a breach of any of its representations, warranties, covenants or agreements set forth in this Agreement.
(d) Sections 2(f), 9 (second paragraph), 10, 11(d) and 14(c) will survive the event expiration or termination of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationthis Agreement.
Appears in 3 contracts
Samples: Settlement and License Agreement, Settlement and License Agreement, Settlement and License Agreement (Endo Health Solutions Inc.)
Term Termination. 9.1 (a) The term of this Agreement commences as of shall commence on the Effective Date andand shall continue until December 31 following the Applicable Tax Season; provided, unless terminated earlier pursuant to however, that this Agreement shall automatically terminate upon any termination of the Distributor Agreement.
(b) Either Party may terminate this Agreement by giving the other Party written notice of termination upon any of the Agreement's express provisions, will continue in effect until following events of default by 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, ifParty: (i) Owner the other Party fails to pay any amount when due hereunder, under this Agreement and such that payment failure continues more than for ten (10) calendar days Business Days after Engineer’s delivery of written notice thereofof that payment failure is given by the Party entitled to payment; or (ii) there have been three the other Party continues its failure to perform, or fails to cure or correct any nonperformance of, any of its obligations under this Agreement (3) other than a payment or more such payment failures other obligation addressed in the immediately preceding twelve (12clause) 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 for thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach.
that failure (3which describes the failure with reasonable specificity) Either party may terminate this Agreementis given by the Party entitled to performance; (iii) any bankruptcy, effective immediatelyinsolvency, liquidation, dissolution, or similar action or proceeding is instituted, commenced, or acquiesced in by the other Party or, if instituted or commenced involuntarily against the other party: Party, is not stayed or dismissed within sixty (i60) is dissolved days after that involuntary institution or liquidated commencement; or takes any corporate action for such purpose; (iiiv) the other Party otherwise becomes insolvent or is generally unable insolvent, admits in writing its inability to pay, or fails to pay, pay its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subjectmature, 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 benefits of its creditors, or enters into any workout or similar arrangement with its creditors.
(c) NetSpend may terminate this Agreement by giving the Parties written notice of termination upon any of the following events of default by the Franchisee: (i) Franchisee fails to comply with Section 5; (ii) Franchisee continues its failure to perform, or fails to cure or correct any nonperformance of, any of its obligations under this Agreement (other an obligation addressed in the immediately preceding clause) for thirty (30) days after written notice of that failure (which describes the failure with reasonable specificity) is given by Liberty Tax or NetSpend; (iii) any bankruptcy, insolvency, liquidation, dissolution, or similar action or proceeding is instituted, commenced, or acquiesced in by Franchisee or, if instituted or commenced involuntarily against Franchisee, is not stayed or dismissed within sixty (60) days after that involuntary institution or commencement; or (viv) applies Franchisee otherwise becomes insolvent, admits in writing its inability to pay its debts as they mature, makes a general assignment for or has appointed a receiver, trustee, custodianthe benefits of its creditors, or enters into any workout or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of arrangement with its property or business creditors.
9.3 If (d) NetSpend’s termination of this Agreement is terminated under this Section 4 shall not be its exclusive remedy for any default by either partyParty or affect either Party’s responsibility for performing its obligations under this Agreement.
(e) Upon termination of this Agreement, Franchisee shall cease all theretofore permitted use of 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 terminationNetSpend Marks.
Appears in 2 contracts
Samples: Distributor Agreement (JTH Holding, Inc.), Distributor Agreement (JTH Holding, Inc.)
Term Termination. 9.1 The term 11.1 Unless earlier terminated as hereinafter provided, the “Term” of this Agreement commences as shall mean a period of time commencing on the Effective Date andand ending, unless terminated earlier pursuant on a country by country basis, on the date of expiration of the last to expire of the Patent Rights in countries where Patent Rights exist. Thereafter, the Agreement shall expire automatically and LICENSEE shall have a fully paid up, perpetual, royalty-free license without further obligation to LICENSOR.
11.2 LICENSOR shall have the right to terminate this Agreement if LICENSEE fails to make any payment due hereunder and LICENSEE continues to fail to make the payment, either to LICENSOR directly or by placing any disputed amount into an interest bearing escrow account to be released when the dispute is resolved, for a period of sixty (60) days after receiving notice from LICENSOR specifying LICENSEE’S failure.
11.3 LICENSOR shall have the right to terminate this Agreement if LICENSEE fails to achieve any of the Agreement's express provisionsdevelopment events as set forth in Article 6, will continue except the LICENSEE shall first be given an opportunity to remedy such failure in effect until accordance with the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)provisions of 6.2.
9.2 In addition to any other express termination right set forth elsewhere in 11.4 Except as otherwise provided by law, this Agreement:
Agreement may be terminated with immediate effect (1a) 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 by either Party in the preceding twelve (12) month period, regardless event of whether any such failures were timely cured.
(2) Either party may terminate a material breach of this Agreement effective on written notice to by the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: Party which is not remedied within ninety (i90) 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 from notice of such breach.
; or (3b) Either party may terminate this Agreementby either Party, effective immediatelyin any of the following events: bankruptcy, if insolvency of the other party: (i) is dissolved Party, or, should any Party make an assignment for the benefit of creditors or liquidated commit an act of bankruptcy or takes any corporate action for such purpose; (ii) becomes insolvent file or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has have filed against it a petition for voluntary or involuntary in 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 reorganization proceedings.
9.3 If 11.5 Termination of this Agreement for any reason shall not release either party hereto from any liability, which at the time of such termination has already accrued to the other party.
11.6 In the event this Agreement is terminated for any reason, LICENSEE, its Affiliates, and its Sublicensees shall have the right to sell or otherwise dispose of the stock of any Licensed Products then on hand and fulfill all existing obligations for Licensed Services, subject to the payment to LICENSOR of any and all fees and royalties due thereupon, all to be sold or otherwise disposed of within six (6) months of termination of this Agreement. Articles 2 and 9 shall survive the termination of this Agreement, and Article 4 shall survive the termination of this Agreement until such time as LICENSEE has sold or otherwise disposed of all of its stock of any Licensed Products.
11.7 Upon termination of this Agreement by either partyLICENSOR for any reason, the Engineer any sublicense granted by LICENSEE hereunder shall survive and shall be paid for assigned to LICENSOR by LICENSEE.
11.8 Article 2 (representations & warranties), Article 5.4 (maintenance of records), Article 9 (Indemnification, Product Liability & Insurance), Article 10 (Use of Names & Confidentiality), Article 14 (Dispute Resolution) and Article 15.1 (governing law) shall survive the expiration and any termination of this Agreement.
11.9 Except as otherwise provided in this Article 11, all Services performed through rights and obligations of the effective date parties under this Agreement shall terminate upon the expiration or termination 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 terminationthis Agreement.
Appears in 2 contracts
Samples: Exclusive License Agreement (Inmune Bio, Inc.), Exclusive License Agreement (Inmune Bio, Inc.)
Term Termination. 9.1 The term of this This Agreement commences as of shall be effective for a One (1) Year Period beginning on the Effective Date and(the “Initial Term”). The Initial Term shall automatically renew for an unlimited number of successive one-year period unless otherwise agreed to, unless terminated earlier pursuant to any of the Agreement's express provisionsin writing, will continue in effect until by the parties have performed their obligations under (each a “Renewal Period”). The Initial Term and all Renewal Periods shall be collectively referred to herein as 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 . The Term shall continue until this Agreement is terminated by the first to occur of (i) either party’s election to terminate it upon the expiration of the Initial Term or any Renewal Period thereof, the Engineer written notice of such election shall be paid for all Services performed through given to the effective other party at least sixty (60) calendar days prior to the expiration of the Initial Term or any Renewal Period; (ii) the date that is thirty (30) days after either party notifies the other that the other has materially breached this Agreement, and the breaching party fails to cure such breach within such thirty (30) day period, (except a breach as provided in (iv) below which will require no notice); (iii) the date which is thirty (30) days after ES&S notifies the Customer of terminationES&S intent to terminate the Agreement as a result of the Customer no longer utilizing ES&S’ voter tabulation system with the Ballot On Demand printer purchased and licensed hereunder, including reimbursable expensesor (iv) Customer’s failure to make any payment due hereunder within thirty (30) days after it is due. In the event of terminationearly termination by ES&S due to (a) a breach of this Agreement by Customer, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up (b) Customer’s failure to the effective date of termination.pay any amounts owed under this Agreement or
Appears in 2 contracts
Samples: Ballot on Demand System, Processing and Services Agreement, Software License and Services Agreement
Term Termination. 9.1 The term of this This Agreement commences as of shall be effective for a One (1) Year Period beginning on the Effective Date and(the “Initial Term”). The Initial Term shall automatically renew for an unlimited number of successive one-year period unless otherwise agreed to, unless terminated earlier pursuant to any of the Agreement's express provisionsin writing, will continue in effect until by the parties have performed their obligations under (each a “Renewal Period”). The Initial Term and all Renewal Periods shall be collectively referred to herein as 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 . The Term shall continue until this Agreement is terminated by the first to occur of (i) either party’s election to terminate it upon the expiration of the Initial Term or any Renewal Period thereof, written notice of such election shall be given to the other party at least sixty (60) calendar days prior to the expiration of the Initial Term or any Renewal Period; (ii) the date that is thirty (30) days after either party notifies the other that the other has materially breached this Agreement, and the breaching party fails to cure such breach within such thirty (30) day period, (except a breach as provided in (iv) below which will require no notice); (iii) the date which is thirty (30) days after ES&S notifies the Customer of ES&S intent to terminate the Agreement as a result of the Customer no longer utilizing ES&S’ voter tabulation system with the Ballot On Demand printer purchased and licensed hereunder, (iv) Customer’s failure to make any payment due hereunder within thirty (30) days after it is due or (v) at any time at the option of either party, without future or prospective liability for performance upon giving ninety (90) days written notice thereof. In the Engineer event of termination, Customer will only be liable for its pro rata share of services rendered and goods actually received. In the event of early termination by ES&S due to (a) a breach of this Agreement by Customer, (b) Customer’s failure to pay any amounts owed under this Agreement or (c) the failure of Customer to appropriate funds to make the payments due under this Agreement, Customer shall be paid pay ES&S for all Services products delivered and services performed up through the effective date of termination, Upon termination of this Agreement, Customer shall immediately return all ES&S Software and Documentation (including reimbursable expenses. In the event of terminationany and all copies thereof) to ES&S, the Owner will receive reproducible copies of Drawings, Specifications or (if requested by ES&S) destroy such ES&S Software and other documents completed by the Engineer up Documentation and certify in writing to the effective date of terminationES&S that such destruction has occurred.
Appears in 2 contracts
Samples: Ongoing License, Maintenance, and Services Agreement, Ongoing License, Maintenance, and Services Agreement
Term Termination. 9.1 The term of this 12.1 This Agreement commences as of shall commence on the Effective Commencement Date and, unless terminated earlier pursuant subject to any of the Agreement's express provisionsclauses 12.2, will continue and 12.6 below, shall remain in full force and 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 months from Completion or, if earlier, the date on which all Transitional Services have been terminated. The Recipient shall be entitled to terminate each Transitional Service on the notice period, regardless of whether any if any, set out in the relevant Term Sheet, and upon such failures were timely curedtermination the fees relating to that Transitional Service shall cease, and an appropriate adjustment to the amount payable shall be credited to the Recipient.
(2) 12.2 Either party may terminate this Agreement effective on forthwith by written notice to the other party if in the event that the other party materially breaches party: becomes insolvent; has a liquidator, administrator, administrative receiver or receiver appointed in respect of the whole or any part of its assets; has an order or resolution made or passed for winding-up; enters into a composition generally with its creditors; takes any equivalent action, or any equivalent action occurs in any other jurisdiction; or shall cease to carry on business.
12.3 The Provider may terminate this Agreement through no fault immediately at any time by written notice to the Recipient if:
(a) either of the terminating partyparties constituting the Recipient commits a material breach of this Agreement (including any breach of its payment obligations under this Agreement) which is not remediable, and such breach: (i) is incapable of cure; or (ii) being capable of cureif remediable, remains uncured it has failed to remedy within thirty (30) calendar days after the non-breaching party provides the breaching party with of receiving written notice requiring it to do so;
(b) the Purchaser fails to pay any of such breachthe Deferred Consideration properly due under the the Share Purchase Agreement within thirty (30) days of the due date for payment; or
(c) any of the Intra Group Guarantees are enforced against any member of the Seller’s Group.
(3) Either party may 12.4 The right to terminate this Agreement contained in this clause 12 and the exercise of it shall not prejudice any other right or remedy of either party in respect of any breaches of this Agreement, effective immediately, if .
12.5 Termination or expiry of this Agreement (for whatever reason) shall be without prejudice to the other party: respective rights and liabilities of each of the parties accrued prior to such termination or expiry.
12.6 All rights and obligations of the parties shall cease to have effect immediately upon termination or expiry of this Agreement save that:
(ia) is dissolved clauses which are expressed to survive its termination or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to payexpiry, or fails which, from their nature or context, it is contemplated that they are to paysurvive termination or expiry; and
(b) any provision of this Agreement necessary for its interpretation or enforcement, its debts as they become due; shall continue in force following termination or expiry of this Agreement (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 whatever reason).
9.3 If 12.7 Where this Agreement is terminated by either party, in accordance with clause 12.1 the Engineer shall be paid Provider will arrange for all Services performed through Customer Data to be transferred to the effective Recipient on the date of termination, including reimbursable expenses. In The Recipient agrees that it will take such steps as are necessary to ensure that the event of termination, the Owner will receive reproducible copies of Drawings, Specifications transfer to and other documents completed processing by the Engineer up to Recipient of the effective date of terminationCustomer Data, will comply with applicable data protection law.
Appears in 2 contracts
Samples: Transitional Services Agreement, Transitional Services Agreement (Borders Group Inc)
Term Termination. 9.1 2.1 The term of this Agreement commences as of ("Term") shall commence on the Effective Date and, unless terminated and shall continue until the 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, iffollowing occurs: (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[INSERT END DATE]; or (ii) there have been three full and complete delivery of the Services to the satisfaction of Xxxxx; (3iii) or more such payment failures in termination pursuant to the preceding twelve (12) month period, regardless terms of whether any such failures were timely cured.
(2) Either party may terminate section of this Agreement effective on written notice to the other party if the other party materially breaches (including, this Agreement through no fault of the terminating partysection); (iv) termination by Xxxxx without cause, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured upon at least thirty (30) calendar days' written notice to Contractor; (v) termination by Xxxxx pursuant to a material breach by Contractor, which breach has not been cured to Xxxxx’x satisfaction within thirty (30) days after the non-breaching party provides the breaching party with subsequent to written notice of such breachbreach from Xxxxx; or (vi) termination by mutual agreement of the Parties.
(3) Either party may terminate 2.2 Upon any termination of this Agreement, effective immediatelyContractor shall cease its performance related to the Services and shall deliver to Brown all of Xxxxx'x proprietary information, Confidential Information (as defined herein), or Work Product (as defined herein) used or generated under this Agreement. Any termination by Xxxxx, whether by default or otherwise, shall be without prejudice to any claims, damages, or other rights of Xxxxx against Contractor. Any pre-paid Fees (as defined herein) or reimbursable expenses paid by Xxxxx shall be pro-rated and refunded to Xxxxx within thirty (30) days of the termination of this Agreement.
2.3 In addition to other termination rights set forth in this Agreement, if Contractor (a) fails to deliver 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, Services as specified in this Agreement or fails to pay, its debts make progress so as they become dueto endanger performance of the Services; (iiib) files fails to perform any other provision of this Agreement; (c) becomes financially unstable, insolvent, makes an assignment in favor of creditors, or has filed against it a petition for voluntary or involuntary enters 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 creditorsdissolution procedures; or (vd) applies for is purchased by another company (regardless of the form of such transaction), then in each case, Xxxxx may terminate the whole or has appointed a receiver, trustee, custodian, or similar agent appointed by order any part 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 terminationimmediately without any liability.
Appears in 2 contracts
Samples: Professional Services, Professional Services
Term Termination. 9.1 (a) The term of this Agreement commences as of begins on the Effective Date andand shall continue until terminated in accordance with the next sentence or in accordance with Section 17(b). Either Party may cause the term of this Agreement to expire at 11:59 p.m. (Central Time) on March 31, unless terminated earlier pursuant 2016 or on any anniversary of that date (March 31, 2016 and any anniversary of that date, the “Annual Expiration Date”) by giving written notice to the other Party of the notifying Party’s intent to terminate this Agreement at least 270 days before the Annual Expiration Date; if that notice is timely given, the term of this Agreement shall expire on the Annual Expiration Date immediately following the date on which that notice was given. Any other reference in this Agreement to the “termination” of this Agreement shall include, without limitation, the expiration of the term set forth in this Section 17(a).
(b) Either Party may terminate this Agreement before the expiration of the term set forth in Section 17(a), by giving the other Party written notice of termination, upon any of the Agreement's express provisions, will continue in effect until following events of default by 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, ifParty: (i) Owner the other Party fails to pay any amount when due hereunder, under this Agreement and such that payment failure continues more than for ten (10) calendar days Business Days after Engineer’s delivery of written notice thereofof that payment failure is given by the Party entitled to payment; or (ii) there have been three the other Party continues its failure to perform, or fails to cure or correct any nonperformance of, any of its obligations under this Agreement (3) other than a payment or more such payment failures other obligation addressed in the immediately preceding twelve (12clause) 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 for thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach.
that failure (3which describes the failure with reasonable specificity) Either party may terminate this Agreementis given by the Party entitled to performance; (iii) any bankruptcy, effective immediatelyinsolvency, liquidation, dissolution, or similar action or proceeding is instituted, commenced, or acquiesced in by the other Party or, if instituted or commenced involuntarily against the other party: Party, is not stayed or dismissed within sixty (i60) is dissolved days after that involuntary institution or liquidated or takes any corporate action for such purposecommencement; (iiiv) the other Party otherwise becomes insolvent or is generally unable insolvent, admits in writing its inability to pay, or fails to pay, pay its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subjectmature, 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 benefits of its creditors, or enters into any workout or similar arrangement with its creditors; (v) the Issuing Bank terminates its agreement(s) with NetSpend pursuant to which NetSpend offers ACE/NetSpend Cards and NetSpend is unable to make alternative arrangements with a Successor Bank in accordance with the terms of Section 18 (other than due to refusal, failure or delay by ACE in entering into an agreement with such Successor Bank) within a commercially reasonable time period thereafter; or (vvi) applies any Party receives a cease & desist order from its regulatory authority with respect to the activities contemplated by this Agreement. Whenever in this section the term “Party” is used in relation to rights of ACE to terminate this Agreement for the action or has appointed a receiver, trustee, custodianinaction, or similar agent appointed an event involving, the other Party, ACE shall have the same termination rights with respect to any such action or inaction by, or event involving, either NetSpend or the Issuing Bank. The Parties may also terminate this Agreement by order mutual written consent.
(c) Notwithstanding clause (ii) of Section 17(b), the Parties agree that a Party’s inability or unwillingness to secure, or loss of, any court governmental or regulatory license or authorization in any particular state of competent jurisdiction the United States, including (without limitation) the District of Columbia (a “Lost State”), while maintaining necessary governmental or regulatory licenses or authorizations in one or more other states, shall not alone (i.e., without any other failure to take charge perform by that Party) give the other Party a right to terminate this Agreement as a whole, but will give the other Party the right to cease performing those of its obligations hereunder, after the loss of, or sell failure to obtain within a reasonable time, that license or authorization, which arise or are performable only in, or correspond to or facilitate the performance of the first Party of its obligations hereunder in, the Lost State.
(d) A Party’s termination of this Agreement under Section 17(b) shall not be its exclusive remedy for any material default by the other Party or affect such other Party’s responsibility for performing its obligations under this Agreement.
(e) Upon termination of this Agreement, each Party shall cease all theretofore permitted use of the other Party’s name, tradenames, trademarks, servicemarks, and logos. Upon termination of this Agreement, NetSpend agrees to (i) continue in good faith in the performance of the services related to the NetSpend Cards pursuant to the terms and provisions of this Agreement until ACE transfers such card services to an alternative card processor(s) and/or card-issuing bank association(s) selected by ACE and (ii) cooperate with ACE and use its best efforts to assist ACE in the transfer of such card services to card processor(s) and/or card-issuing banking association(s) selected by ACE. ACE shall continue to receive its portion of its property or business .
9.3 If this Agreement is terminated by either partythe Customer Fees and the NetSpend Fees until such migration has been completed, which shall occur no later than twelve (12) months from the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event termination of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationthis Agreement.
Appears in 2 contracts
Samples: Independent Agency Agreement (NetSpend Holdings, Inc.), Independent Agency Agreement (NetSpend Holdings, Inc.)
Term Termination. 9.1 The term of this This Agreement commences as of shall be effective for a One (1) Year Period beginning on the Effective Date and(the “Initial Term”). The Initial Term shall automatically renew for an unlimited number of successive one-year period unless otherwise agreed to, unless terminated earlier pursuant to any of the Agreement's express provisionsin writing, will continue in effect until by the parties have performed their obligations under (each a “Renewal Period”). The Initial Term and all Renewal Periods shall be collectively referred to herein as 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 . The Term shall continue until this Agreement is terminated by the first to occur of (i) either party’s election to terminate it upon the expiration of the Initial Term or any Renewal Period thereof, the Engineer written notice of such election shall be paid given to the other party at least sixty (60) calendar days prior to the expiration of the Initial Term or any Renewal Period; (ii) the date that is thirty (30) days after either party notifies the other that the other has materially breached this Agreement, and the breaching party fails to cure such breach within such thirty (30) day period, (except a breach as provided in (iv) below which will require no notice); (iii) the date which is thirty (30) days after ES&S notifies the Customer of ES&S intent to terminate the Agreement as a result of the Customer no longer utilizing ES&S’ voter tabulation system with the Ballot on Demand Printer purchased and licensed hereunder, or (iv) Customer’s failure to make any payment due hereunder within thirty (30) days after it is due. In the event of early termination by ES&S due to (a) a breach of this Agreement by Customer, (b) Customer’s failure to pay any amounts owed under this Agreement or (c) the failure of Customer to appropriate funds to make the payments due under this Agreement, Customer shall pay ES&S for all Services products delivered and services performed up through the effective date of termination. Upon termination of this Agreement, Customer shall immediately return all ES&S Software and Documentation (including reimbursable expenses. In the event of terminationany and all copies thereof) to ES&S, the Owner will receive reproducible copies of Drawings, Specifications or (if requested by ES&S) destroy such ES&S Software and other documents completed by the Engineer up Documentation and certify in writing to the effective date of terminationES&S that such destruction has occurred.
Appears in 2 contracts
Samples: Ballot on Demand System, Processing and Services Agreement, Ballot on Demand System, Processing and Services Agreement
Term Termination. 9.1 The term of this a) This Agreement commences as of shall take effect on the Effective Date andand continue until December 31, unless terminated earlier pursuant to any of 2010 (the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Initial Term”); provided, however, that in the event that Travelport Limited signs a letter of intent or other agreement relating to the Change of Control of Client or Supplier in 2007, then the party undergoing the Change of Control shall promptly notify the other party in writing, and the other party may request to postpone the effectiveness of Clauses 3(c), 3(d) and 4(a) for up to 90 days following the date of notice but in no event later than December 31, 2007. Upon expiration of the Initial Term, this Agreement will renew for successive one-year terms upon mutual written agreement by the parties at least sixty (60) days’ prior to the expiration of the current term.
9.2 In addition to any other express termination right set forth elsewhere in this Agreement:
(1b) 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 After the preceding twelve (12) month period, regardless of whether any such failures were timely cured.
(2) Either Initial Term either party may terminate this Agreement effective on at any time upon at least ninety (90) days’ prior written notice.
c) At any time during the Term, either party shall be entitled to terminate this Agreement by giving 30 days’ prior written notice to the other party if the other party materially breaches commits any material breach of this Agreement through no fault (including but not limited to Client’s obligation to pay Supplier) and, if the breach is capable of remedy, fails to remedy it within such 30-day period after being given a written notice containing full particulars of the terminating partybreach and requiring it to be remedied, or if the other goes into liquidation or administration, has a receiver appointed over any of its assets or enters into any voluntary arrangement with its creditors or ceases to carry on business.
d) Notwithstanding anything to the contrary set forth herein, in the event of a proposed Change of Control of Client or any Group Company thereof, Client shall notify Supplier as soon as reasonably practicable of the proposal. For purposes of this Agreement, a “Change of Control” is defined as an event pursuant to which an entity directly or indirectly consummates a merger, reorganization, recapitalization, joint venture, consolidation, share exchange, business combination, sale of all or substantially all of its assets, or similar form of corporate transaction involving such entity (each, a “Business Combination”) such that immediately following such Business Combination, a third party directly or indirectly acquires more than 50% of the voting power of the then-outstanding voting stock of the entity resulting from consummation of such Business Combination. At any time following such Change of Control, neither the rights nor the obligations of Client (or any subsidiary thereof) may be extended, assigned, transferred or otherwise made available to a third-party acquirer or a third-party target (in each case by merger or otherwise), except that Client shall be entitled to offer up to US$(***) of Inventory in the aggregate through one or more smaller third-party targets (by merger or otherwise) that are not Supplier clients during the term of this Agreement. Determination of whether the US$(***) cap has been exceeded shall be calculated based on the aggregate Bookings made to the date of calculation through the target first acquired and such breach: those targets subsequently acquired (if any) in chronological order. In the event that (i) the aggregate (***) cap is incapable of cure; exceeded at any time or (ii) being capable the target is a Supplier client, then (A) in each case all Bookings through such target shall automatically increase to the then-current Wholesale Rate (retroactively to the date of cureacquisition) and all other terms of this Agreement shall continue in full force and effect, provided that the Wholesale Rate shall be no less favorable to Client than the booking fees charged to Supplier’s large wholesale customers at that time, or (B) Supplier shall have the right, but not the obligation, to terminate this Agreement without any liability to Supplier. For the avoidance of doubt, all other terms and conditions of this Agreement (including Clause 6) shall apply to Bookings made through third-party targets, and any subsidiary of Client that no longer remains uncured thirty (30) calendar days after a subsidiary of Client shall not be entitled to the non-breaching party provides Inventory or the breaching party with written notice of such breachServices.
(3e) Either party may terminate Upon termination of 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 Client shall pay to pay, or fails Supplier all sums owing 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 Supplier 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 terminationAgreement, 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 terminationany Wholesale Rates retroactively due in accordance with Clause 2(d).
Appears in 2 contracts
Samples: Master Supply and Services Agreement (Orbitz Worldwide, Inc.), Master Supply and Services Agreement (Orbitz Worldwide, Inc.)
Term Termination. 9.1 The term This Origination Agreement shall automatically expire and terminate upon the earlier of (i) December 31, 2027 (the “Initial Termination Date”) and (ii) the date upon which either party terminates this Origination Agreement in accordance with its rights to do so prior to the Initial Termination Date. So long as no material breach by either Party shall have occurred which remains uncured, this Agreement commences as of the Effective Date andshall be automatically extended, unless terminated earlier pursuant to without any of the Agreement's express provisions, will continue in effect until action by the parties have performed their obligations under hereto for one (1) additional five (5) year term from and after the Agreement’s terms and conditions Initial Termination Date (the “Extension Term”).
9.2 In addition to . Notwithstanding the foregoing, in the event that (A) a Party shall materially breach any other express termination right set forth elsewhere of its representations, warranties or covenants or shall materially default in this Agreement:
(1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay the performance of any amount when due of its duties or obligations hereunder, and such failure continues more than ten breach or default shall not be substantially cured within sixty (1060) calendar days after Engineer’s delivery of written notice thereof; specifying the breach or (ii) there have default has 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 given by the non-breaching party provides or non-defaulting Party, such non-breaching or non- defaulting Party may, by giving written notice thereof to the breaching party with or defaulting Party, terminate this Agreement for cause as of a future date specified in such notice of termination; (B) an insolvency, bankruptcy or similar proceeding shall have been commenced, or a decree or order of an appropriate court, agency or supervisory authority for the appointment of a conservator, receiver or liquidator shall have been entered against the other Party (the “Bankrupt Party”), then the other Party may, by giving written notice thereof to the Bankrupt Party, terminate this Agreement for cause as of a future date specified in such notice of termination; or (C) a SL Competitor Change of Control shall have occurred, then at any time after SRT shall have received notice of such breach.
(3) Either party may SL Competitor Change of Control, SRT may, by giving written notice thereof to SL, terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for Agreement as of a future date specified in 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 notice of its creditorstermination; or (vD) applies for an SL Change of Control (other than a SL Competitor Change of Control) shall have occurred, then at any time within 30 days after the two year anniversary of such SL Change of Control, SRT may, by giving written notice thereof to SL, terminate this Agreement as of a future date specified in such notice of termination; or has appointed a receiver, trustee, custodian, or similar agent appointed by order of (E) SL shall have materially breached any court of competent jurisdiction to take charge of or sell any material portion of its property obligations, representations, warranties or business .
9.3 If covenants contained in in any agreement between it and SRT regarding the use by SL of SRT’s trademarks and such breach shall not have been cured within the time frame prescribed therein, then SRT may, by giving written notice thereof to SL, terminate this Agreement is terminated by either partyfor cause as of a future date specified in such notice of termination. The representations, warranties and covenants of the Engineer Parties made herein and the respective obligations of each Party hereunder to indemnify and hold harmless the other Party shall survive the termination of this Origination Agreement. Termination of the Origination Agreement in accordance with these provisions shall have no effect on Mortgage Loan applications in process at the time of such termination, which applications 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 processed to the effective date of terminationclosing or denial.
Appears in 2 contracts
Samples: Origination Services Agreement (Steward Realty Trust, Inc.), Origination Services Agreement (Steward Realty Trust, Inc.)
Term Termination. 9.1 A. The parties agree that the term of this Agreement commences as shall be from the effective date specified in Section 37 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 AgreementAgreement until:
(1) Engineer may terminate this AgreementWith respect to MHEAC Loans and Mississippi Loans, 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; the Servicing Agreement expires 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 curedis terminated.
(2) Either party may terminate With respect to Non-Mississippi Loans, the expiration of a period of three (3) years after such effective date; provided that such three (3) year period shall automatically extend each year for an additional one (1) year period unless one of the parties notifies the other in writing at least ninety (90) days prior to December 31 of any year of its intent not to further extend the term of this Agreement effective on written notice with respect to Non-Mississippi Loans.
B. This Agreement may be terminated as follows:
(1) By mutual agreement of the parties, in writing, at the time so agreed to by the parties;
(2) Except as otherwise specifically provided in this Agreement, by either party in writing, in the event the other party if the other party materially breaches this Agreement through no fault of the terminating partyhas in any material respect breached any covenant, obligation, representation or warranty contained herein, and such breach: breach has not been cured within sixty (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (3060) calendar days after the non-breaching party provides the breaching party with date on which written notice of such breach is given to the party committing such breach.
(3) Either By either party may terminate this Agreement(the "solvent Party") in writing, effective immediately, if in the event the other party: party (ithe "insolvent Party") is dissolved or liquidated or takes any corporate action files 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, subject to any proceeding under any domestic insolvency or foreign bankruptcy or insolvency law; (iv) proceeding, makes or seeks to make a general an assignment for the benefit of its creditors; creditors or (v) applies for becomes subject to any receivership, conservatorship or has appointed a liquidation, in which case this Agreement may be immediately terminated by the solvent Party by giving written notice of termination to the insolvent Party. In such event, this Agreement shall not constitute assets or property in any insolvency proceeding, and therefore may not be assigned to any trustee, receiver, trustee, custodian, creditor 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 the other third party.
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. (4) In the event that Lender shall determine that it will be unable to provide funding for Loans under this Agreement solely as a result of terminationLender having inadequate funds available for such funding, and Lender has used its best efforts to obtain such funding, then the Owner will receive reproducible copies Lender shall have the right to terminate this Agreement by providing one hundred twenty (120) days advance written notice to CFS.
C. Termination or expiration of Drawingsthe Agreement shall not terminate or affect any rights, Specifications and other documents completed by the Engineer up obligations or liabilities of either party that arose prior to the effective date of such expiration or termination.
D. All Applications for Mississippi Loans and MHEAC Loans that have been initiated by CFS prior to termination of this Agreement shall be processed by CFS and submitted to the Lender for funding under this Agreement, and the Lender shall pay all amounts due to CFS as a result of any Completed Application so submitted to it by CFS, unless (1) such processing, funding or payment is unlawful, or (2) such Completed Application is submitted by CFS to the Lender more than ten (10) business days after the effective date of termination of this Agreement.
Appears in 2 contracts
Samples: Origination Responsibility Agreement (Collegiate Funding Services Inc), Origination Responsibility Agreement (Collegiate Funding Services Inc)
Term Termination. 9.1 The 10.1. NoldusCare shall continue for the term of this agreed in the Agreement commences or so much longer as of NoldusCare is extended by the Effective Date andParties, unless terminated earlier pursuant in accordance with this Section 10.
10.2. Noldus is entitled to suspend any NoldusCare if (i) the Product is used other than in accordance with the applicable User Documentation, (ii) modification, maintenance or repair is performed by others than Noldus except with Noldus’ prior written consent, (iii) the invoice for NoldusCare is not paid within 30 days of receipt by Customer, (iv) Customer does not comply with the provisions of Sections 6.1-6.3 or (v) in the event of Force Majeure. In the event that Xxxxxx suspends NoldusCare under (iii) above, such suspension shall be lifted upon receipt by Xxxxxx of the Agreement's express provisions, will outstanding payment and as of that moment Xxxxxx shall continue in effect until the parties have performed their obligations services under the Agreement’s terms and conditions NoldusCare for the remainder of the period (“Term”i.e. NoldusCare shall not be extended to compensate for the period under suspension).
9.2 In addition to any other express termination right set forth elsewhere in this Agreement10.3. Either Party may forthwith terminate the NoldusCare with prior written notice upon:
(1) Engineer may terminate a. the breach of any material provision of this Agreement, effective on written notice to Owner, if: Agreement by the other Party 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; breach is not curable or (ii) there have been three if curable, the breaching Party has not cured such breach within 30 (3thirty) day period following receipt of a written notice by the non-breaching Party substantiating such breach ("ingebrekestelling");
b. the filing or more such payment failures institution of bankruptcy, liquidation or receivership proceedings of the other Party or in the preceding twelve (12) month periodevent a receiver or custodian is appointed for the other Party’s business, regardless of whether any such failures were timely curedor if its business is discontinued.
10.4. Noldus may forthwith (2partially) Either party may terminate this Agreement effective on NoldusCare upon prior written notice to the other party if Customer in the other party materially breaches this event that the Product is withdrawn from the market.
10.5. If Noldus suspends NoldusCare pursuant to Section 10.2, except for Force Majeure, or terminates the Agreement through no fault pursuant to Section 10.3, any amount outstanding to Noldus for NoldusCare under the Agreement shall immediately become due and payable, and Customer shall be liable for any interest over such outstanding amount without prejudice to Noldus’ right to demand compensation or Noldus’ right to retention on the Products.
10.6. If Customer terminates the Agreement pursuant to Section 10.3 or Noldus (partially) terminates the Agreement pursuant to Section 10.4, any amount that the Customer owes to Noldus until the date of termination shall immediately become due and payable, and Customer shall be liable for any interest over such outstanding amount without prejudice to Noldus’ right to demand compensation or Noldus’ right to retention on the Products.
10.7. The terms of Sections 2.2, 7, 8, 10, 12 and 13 of the terminating partyGeneral Terms and the terms of Sections 7, 8, 9 and such breach: (i) is incapable 10.7 of cure; these NoldusCare Conditions shall survive termination or (ii) being capable expiration of curethe Agreement. In addition, remains uncured thirty (30) calendar days after any other provisions which are required to interpret and enforce the non-breaching party provides Parties' rights and obligations under the breaching party with written notice Agreement shall also survive any termination or expiration of such breach.
(3) Either party may terminate this Agreement, effective immediatelybut only to the extent required for the full observation and performance of the Agreement.
10.8. Xxxxxx will, at request of the Customer, return all information and documentation provided by the Customer upon termination or completion of the Agreement. This section only applies if the other party: (i) order includes consultancy services. If that is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to paynot the case, 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 please ignore pages 9-10 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 this document.
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.
Appears in 2 contracts
Samples: General Terms and Conditions, General Terms and Conditions
Term Termination. 9.1 The 19.1 This Agreement shall have an initial term of this Agreement commences as of three (3) years commencing on the Effective Date and(the “Initial Term”), unless terminated earlier under the provisions of this Section 19. Upon the expiration of the Initial Term, the Agreement shall be automatically renewed for one (1) additional year renewal term unless either Party provides the other Party with 60 days written notice prior to the end of the Initial Term of its election not to renew; provided that at the end of the second year of the Initial Term, the Parties shall negotiate in good faith the Performance Benchmarks for the following three years.
19.2 This Agreement also may be terminated pursuant to any of the Agreement's express following 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:
(1a) Engineer may terminate this AgreementNotwithstanding anything to the contrary, 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 event that this Agreement effective on and/or the activities provided for herein become illegal and cannot be resolved through an amendment or modification of the Agreement and/or the Parties’ relationship, either Party may immediately terminate the Agreement upon written notice to the other party if the other party materially breaches Party.
(b) In addition, either Party may terminate this Agreement through no fault of the terminating party, and such breach: at any time upon written notice if:
(i) is incapable the other Party materially breaches any provision of cure; or (ii) being capable of cure, remains uncured this Agreement and fails to cure the breach within thirty (30) calendar days after following receipt of written notice of such breach from the non-breaching party provides party;
(ii) the breaching party with written notice other Party ceases to do business (other than in cases of such breachmerger consolidation, or a sale of assets);
(iii) the other Party becomes insolvent or files for bankruptcy protection;
(iv) Company’s Cartridges are subject to a recall, or Company manufactures or supplies Cartridges, or utilizes an Intellectual Property Rights, in violation of any applicable law, rule or regulation; and/or.
(3v) Either party may terminate Continued performance of the Agreement in whole or in part is no longer feasible due to any change in Applicable Law.
(vi) the other Party and/or its principals are convicted of any criminal act or violation that materially affects either Party’s ability to carry out its obligations under this Agreement, effective immediately, if ; and/or
(vii) the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) Party’s property 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, subject to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a levy, seizure, forfeiture, general assignment for the benefit of its creditors; or (v) applies , and/or application of sale for or has appointed by any creditor or government agency, and the other Party is unable to operate as 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 result.
9.3 If (c) The Company may also terminate 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 if Distributor fails to the effective date of termination.meet any Performance Benchmarks set forth in Exhibit C.
Appears in 2 contracts
Samples: Product Supply and Distribution Agreement, Product Supply and Distribution Agreement
Term Termination. 9.1 The term of this a) This Agreement commences as of shall commence on the Effective Date and, unless earlier terminated earlier pursuant to any in accordance with the other provisions of the this Agreement's express provisions, will shall continue in full force and effect until the parties have performed their obligations under earlier of (i) the Agreement’s terms and conditions end of the Program; or (ii) the expiration or termination of the License Agreement (the “Term”).
9.2 In addition b) Selecta may terminate this Agreement in full for any reason effective upon sixty (60) days prior written notice to 3SBio; provided, however, that Selecta will have the right to terminate this Agreement with respect to a given Drug Product or Drug Substance with immediate effect upon written notice to 3SBio in the event that Selecta or any other express of its Affiliates or Sublicensees identifies a safety or efficacy concern with respect to such Drug Product or Drug Substance. Upon termination right set forth elsewhere in of this Agreement:
Agreement pursuant to the aforementioned, Selecta shall pay 3SBio all (1) Engineer may Services Fees unpaid but accrued for Services actually performed in compliance with this Agreement up to the date of the termination notice and on a proportionate basis based on 3SBio’s completion of the tasks required, and (2) costs incurred by 3SBio for its purchasing of Process Consumables, Filling Components and testing services subcontracted in accordance with Section 5(a), but solely: (a) to extent 3SBio cannot cancel the payment of such costs or mitigate such costs using reasonable commercial efforts, and (b) the Process Consumables, and Filling Components and subcontracted testing services cannot be used in 3SBio’s business for 3SBio itself or another customer of 3SBio and (c) solely to the extent such costs are reasonable and substantiated with relevant (third party) invoices.
c) Each Party will have the unilateral right to terminate this Agreement, effective on Agreement at any time during its Term by providing written notice to Owner, ifwith immediate effect in the event that: (i) Owner fails the other Party files in any court or agency pursuant to pay any amount when due hereunderstatute or regulation of any state, and such failure continues more than ten (10) calendar days after Engineer’s delivery country or jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for a similar arrangement or for the appointment of written notice thereof; a receiver or trustee of that Party or of its assets, 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 partyParty is served with an involuntary petition against it, filed in any insolvency proceeding, and such breach: petition is not dismissed within sixty (i60) 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.
filing thereof, or (3iii) 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 Party proposes or is generally unable a party to payany dissolution or liquidation, 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) if the other Party makes or seeks to make a general an 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. d) In the event of terminationtermination or expiration of this Agreement, 3SBio shall, at the written request of Selecta, complete the manufacture of any Batch or Lot. 3SBio shall have no obligation to complete the manufacture of any Batch or Lot unless and until Selecta pays all outstanding and overdue amounts and pays for the completion of such Batch or Lot in advance.
e) Subject to the other Sections of this Agreement, the Owner will receive reproducible copies termination of Drawings, Specifications and other documents completed by the Engineer up this Agreement shall not relieve either Party of its obligation to the effective date of other Party that have accrued prior to such termination.
f) The following provisions shall survive any expiration or termination of this Agreement: Sections 4(b), 8, 9, and 10.
Appears in 2 contracts
Samples: Manufacturing Services Agreement (Selecta Biosciences Inc), Manufacturing Services Agreement (Selecta Biosciences Inc)
Term Termination. 9.1 The (a) This Agreement shall commence on the Effective Date and shall terminate on December 31, 2012, provided that, unless otherwise terminated under another provision of this Agreement, the term of this Agreement commences as of shall automatically be renewed and the Effective Date andtermination date shall be extended for an additional year each year after December 31, 2012, unless terminated earlier pursuant to any either party gives the other party written notice stating that this Agreement shall terminate on December 31 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”)that year.
9.2 In addition to any other express termination right set forth elsewhere in (b) Notwithstanding paragraph (a) of this Agreement:
(1) Engineer Section 7, either party may terminate this Agreement, effective on written notice to Owner, if: Agreement immediately upon the occurrence of a Default by the other party. A party shall be in Default if that party (i) Owner fails to pay any amount when due hereunderthe Use Fee or any other sum due under this Agreement, or fails to perform any other obligation under this Agreement, and such failure continues more than ten (10) calendar for a period of 5 days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in from 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 seeking 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 the subject of any order for relief in a proceeding under any Debtor Relief Law (as defined below); (iii) becomes unable to pay, or fails admits in writing the party’s inability 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 lawmature; (iv) makes or seeks to make a general an assignment for the benefit of its creditors; or (v) applies for or has appointed a consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitation, or similar agent officer for the party or for all or any part of the party’s property or assets, or any such officer is appointed by order of for such party or any court of competent jurisdiction to take charge of or sell any material portion part of its assets without the party’s consent and such appointment is not dismissed or discharged within 60 calendar days; (vi) institutes or consents to any proceeding under any Debtor Relief Law with respect to the party or all or any part of the party’s property or business assets, (vii) becomes subject to any proceeding under any Debtor Relief Law without the consent of the party if such case or proceeding continues undismissed or unstayed for 60 calendar days; or (viii) dissolves or liquidates or takes any action to dissolve or liquidate. As used in this Agreement, the term Debtor Relief Law shall mean the Bankruptcy Code of the United States of America, as amended, or any other similar debtor relief law affecting the rights of creditors generally.
9.3 If (c) The obligations of OncoCyte under Sections 5 and 6 and to pay for any repairs of the Premises required to be paid by OncoCyte under this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date survive termination 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 terminationthis Agreement.
Appears in 2 contracts
Samples: Shared Facilities and Services Agreement (OncoCyte Corp), Shared Facilities and Services Agreement (OncoCyte Corp)
Term Termination. 9.1 8.1. The term of this Agreement commences as on the date 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 hereunderlast signature below, and such failure continues more than ten (10) calendar days after Engineer’s delivery for a period of written notice thereof; or (ii) there have been three (3) years, unless it is earlier terminated pursuant to the terms of this Agreement or more such payment failures in applicable law (the preceding twelve (12) month period, regardless of whether any such failures were timely cured"Initial Term").
8.2. Upon expiration of the Initial Term, the term of this Agreement will automatically renew for additional successive one (21) Either party year terms unless any Party provides written notice of non-renewal at least one hundred and eighty (180) days prior to the end of the then-current term (each, a "Renewal Term" and together with the Initial Term, the "Term"), unless any Renewal Term is earlier terminated pursuant to the terms of this Agreement or applicable law. The terms and conditions of this Agreement during each such Renewal Term will be the same as the terms in effect immediately prior to such renewal. In the event that any Party provides timely notice of its intent not to renew this Agreement, then, unless earlier terminated in accordance with its terms, this Agreement terminates on the expiration of the Initial Term or then-current Renewal Term, as applicable.
8.3. Each Party may terminate this Agreement effective on upon thirty (30) days’ written notice to the other party Party, if the other party Party materially breaches any provision of this Agreement through no fault of the terminating party, and does not cure such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured breach within such thirty (30) calendar day period.
8.4. Credo may terminate this Agreement immediately upon written notice to BizLink if BizLink challenges the validity of Credo or its licensors’ ownership of any Credo Trademark or other Intellectual Property Right of Credo or its affiliates in any legal process or before any regulatory agency.
8.5. This Agreement shall terminate automatically upon notice from any Party following: (a) the institution by or against another Party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of such Party’s debts, provided that termination shall not be effective in the event of an involuntary proceeding against such Party if such proceeding is dismissed within ninety (90) 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 purposefiling thereof; (iib) 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 another Party’s making a general assignment for the benefit of its creditors; (c) another Party’s dissolution; or (vd) applies another Party’s cessation of business for a period of ninety (90) days 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 more.
9.3 If 8.6. [RESERVED]
8.7. Upon the expiration or earlier termination of this Agreement, except as expressly set forth in this Agreement, all rights and licenses granted pursuant to this Agreement is terminated by either partyshall terminate, the Engineer and each party shall be paid for released from all Services performed through obligations and liabilities to the effective other occurring or arising after the date of such termination, including reimbursable expenses. In the event of but not any obligations or liabilities arising prior to termination, as well as Sections 1, 5, 6.1.1, 6.1.3, 6.1.4, 6.1.5, 6.2, 7, 8.7, 9.2, 10, 11, 12, 13, 14 and 15 shall survive. The termination of this Agreement shall be without prejudice to the Owner will receive reproducible copies rights of Drawings, Specifications and either party to payment or other documents completed by the Engineer claims due or accrued up to the effective date termination of terminationthis Agreement.
Appears in 2 contracts
Samples: Development and Manufacturing Agreement (Credo Technology Group Holding LTD), Development and Manufacturing Agreement (Credo Technology Group Holding LTD)
Term Termination. 9.1 (a) 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”)) shall continue in effect, unless earlier terminated by either party hereto as provided hereunder, for a period of one year. Thereafter, unless otherwise terminated as provided herein, this Agreement shall be renewed automatically for successive one-year periods.
9.2 In addition to (b) This Agreement may be terminated, without any other express termination right set forth elsewhere in this Agreement:
(1) Engineer may terminate this Agreementpenalty, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten by either of party upon ninety (1090) calendar days after Engineer’s delivery of days’ prior written notice thereofnotice; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month periodby either party, regardless of whether any such failures were timely cured.
(2) Either party may terminate this Agreement effective on upon written notice to the other party (the “Defaulting Party”), if the other party Defaulting Party:
(i) materially breaches this Agreement through no fault of the terminating partyAgreement, and such breach: (i) breach is incapable of cure; , or (ii) being with respect to a material breach capable of cure, remains uncured the Defaulting Party does not cure such breach within thirty (30) calendar days after the non-breaching party provides the breaching party with receipt of written notice of such breach.
(3ii) 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; (iiv) becomes insolvent or is generally unable admits its inability to pay, or fails to pay, pay its debts generally as they become due; (iiiw) 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, which is not fully stayed within seven business days or is not dismissed or vacated within forty-five (45) days after filing; (ivx) is dissolved or liquidated or takes any corporate action for such purpose; (y) makes or seeks to make a general assignment for the benefit of its creditors; or (vz) applies for or has appointed a receiver, trustee, custodian, 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 business.
9.3 If (c) Upon termination of this Agreement is terminated by either partyAgreement, upon the Engineer Company’s request, AST shall be paid for all Services performed through promptly surrender 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 Records to the effective date of terminationCompany or the successor transfer agent provided that on and in accordance with its request, provided that the Company has satisfactorily performed its obligations under Sections 3 and 9 hereof, to the extent applicable.
Appears in 2 contracts
Samples: Transfer Agency and Registrar Services Agreement (Cornerstone Total Return Fund Inc), Transfer Agency and Registrar Services Agreement (Cornerstone Strategic Value Fund Inc)
Term Termination. 9.1 18.1 Individual orders shall be deemed issued and accepted only upon signature of the respective Order Form by both Parties. The term of this Agreement commences shall be governed by the provisions set forth in the respective Addendum or the Order Form. Unless the Parties agree otherwise in writing, each term will automatically recommence for a renewal term with the same duration as the initial term if not neither Party terminates the Addendum with at least gives 60 (sixty) days’ notice before the end 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”)relevant term.
9.2 In addition 18.2 Without prejudice to any other express termination right set forth elsewhere in this Agreement:
(1) Engineer rights or claims, a Party 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 Addendum at any such failures were timely cured.
(2) Either party may terminate this Agreement effective on time for good cause by written notice to the other party if Party.
18.3 Good cause exists for a Party if:
a) the other party materially Party breaches a material obligation under these General Terms (e.g. Clause 21) or the corresponding Addendum and this Agreement through no fault of breach cannot be remedied or the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured breaching Party has not remedied this breach within thirty (30) calendar days after the nonreceipt of a written (text form, in particular e-breaching party provides the breaching party with written notice of such breach.
(3mail is not sufficient) Either party may terminate this Agreement, effective immediately, if notification from the other party: Party in which the breach of obligation is described in detail and in which, in addition, the possible legal consequence of the termination of the contract is pointed out;
b) the other Party substantially breaches a material obligation under these General Terms or the corresponding Addendum;
c) the other Party ceases or announces its intention to cease all or a substantial part of its business, unless the foregoing occurs in the context of a restructuring (ie.g., a merger) is dissolved or liquidated or takes any corporate action for such purpose; (iiand the Party undergoing the restructuring assures that it will continue to comply with these General Terms and the Addenda;
d) 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 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 seven (iv7) days or is not dismissed or vacated within forty-five (45) days after filing;
e) the other Party makes or seeks to make a general assignment for the benefit of its creditors; or (vor
f) applies for or the other Party 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 business.
9.3 If this Agreement is terminated by either party18.4 Good cause, in particular, also exists for Roboyo if:
a) the Engineer shall be paid for all Services performed through Customer does not fulfil its payment or cooperation obligations even after receipt of a first written reminder (text form) from Roboyo setting a grace period of at least thirty (30) calendar days and expressly threatening to terminate the effective date of termination, including reimbursable expenses. In contract in the event of termination, that payment is not made in full even within this grace period;
b) the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by Customer uses the Engineer up contractual services contrary to the right of use granted or uses or passes on information or materials contrary to the agreement; or
c) a third-party provider/manufacturer from whom Roboyo procures contractual services under an Addendum terminates the contractual relationship concerning this contractual service with the Customer. The termination right pursuant to Clause 14.6 remains unaffected by this Clause 18.4.
18.5 If the Customer undergoes a change of control or if Roboyo can prove that the Customer will undergo a change of control within the next two (2) months, Roboyo is entitled to terminate any Addendum with a notice period of four (4) weeks.
18.6 The provisions of these General Terms and the Addenda which are intended to survive termination or expiry, in particular the provisions under Clauses 15, 16, 21 and 25 of these General Terms, shall remain effective date of terminationafter termination or expiry.
Appears in 2 contracts
Samples: General Terms and Conditions, General Terms and Conditions
Term Termination. 9.1 The (a) This Agreement shall commence on the Effective Date and shall terminate on December 31, 2015, provided that, unless otherwise terminated under another provision of this Agreement, the term of this Agreement commences as of shall automatically be renewed and the Effective Date andtermination date shall be extended for an additional year each year after December 31, 2015, unless terminated earlier pursuant to any either party gives the other party written notice stating that this Agreement shall terminate on December 31 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”)that year.
9.2 In addition to any other express termination right set forth elsewhere in (b) Notwithstanding paragraph (a) of this Agreement:
(1) Engineer Section 7, either party may terminate this Agreement, effective on written notice to Owner, if: Agreement immediately upon the occurrence of a Default by the other party. A party shall be in Default if that party (i) Owner fails to pay any amount when due hereunderthe Use Fee or any other sum due under this Agreement, or fails to perform any other obligation under this Agreement, and such failure continues more than ten (10) calendar for a period of 5 days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in from 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 seeking 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 the subject of any order for relief in a proceeding under any Debtor Relief Law (as defined below); (iii) becomes unable to pay, or fails admits in writing the party’s inability 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 lawmature; (iv) makes or seeks to make a general an assignment for the benefit of its creditors; or (v) applies for or has appointed a consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitation, or similar agent officer for the party or for all or any part of the party’s property or assets, or any such officer is appointed by order of for such party or any court of competent jurisdiction to take charge of or sell any material portion part of its assets without the party’s consent and such appointment is not dismissed or discharged within 60 calendar days; (vi) institutes or consents to any proceeding under any Debtor Relief Law with respect to the party or all or any part of the party’s property or business assets, (vii) becomes subject to any proceeding under any Debtor Relief Law without the consent of the party if such case or proceeding continues undismissed or unstayed for 60 calendar days; or (viii) dissolves or liquidates or takes any action to dissolve or liquidate. As used in this Agreement, the term Debtor Relief Law shall mean the Bankruptcy Code of the United States of America, as amended, or any other similar debtor relief law affecting the rights of creditors generally.
9.3 If (c) The obligations of ES under Sections 5 and 6 and to pay for any repairs of the Premises required to be paid by ES under this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date survive termination 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 terminationthis Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Biotime Inc), Stock Purchase Agreement (Biotime Inc)
Term Termination. 9.1 The (a) Unless otherwise terminated in accordance with this Agreement, the term of this Agreement commences as of shall begin on the Effective Date and, unless terminated earlier pursuant to any and shall continue for a period of three (3) years after the Agreement's express provisions, will continue in effect until Effective Date (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.
(2b) Either party may terminate this Agreement effective on written notice or any separate Statement of Work due to a material breach of this Agreement or such Statement of Work by 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, material breach remains uncured thirty for a period of fifteen (3015) calendar days after the non-breaching party provides following receipt of written notice by the breaching party with written notice of such breachparty.
(3c) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved If either Intuit or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to paySDM should become insolvent, 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 make any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of creditors, or admit in writing its creditors; inability to pay debts when due, or (v) applies for make or has appointed a receiversuffer to be made any transfer to any person, trustee, custodianreceiver, liquidator, or referee for the benefit of creditors, or file a voluntary petition in bankruptcy, or suffer an involuntary petition in bankruptcy to be filed against it which is not stayed within thirty (30) days of filing, or file any petition in any reorganization, arrangement, composition, readjustment, liquidation, or dissolution or similar agent appointed by order relief for itself, or become unable to pay its debts generally as they become due, the other party shall have the immediate right upon providing notice to terminate this Agreement or any separate Statement of any court of competent jurisdiction to take charge of or sell any material portion of its property or business Work.
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. (d) In the event that the Agreement is terminated, and the Services under one (1) or more Statements of terminationWork are in progress, Intuit or SDM shall have the Owner will receive reproducible right to terminate the relevant Statement(s) of Work. Any Services governed by a Statement of Work not terminated following any termination of this Agreement shall be completed by SDM, in accordance with the terms and conditions of this Agreement. The parties agree to negotiate in good faith any changes that might be necessary in the scheduling of the provision of Services under such Statement(s) of Work that might be deemed necessary at such time.
(e) Upon termination or expiration of this Agreement or any Statement of Work, or at any prior time upon the request of Intuit, SDM shall promptly deliver to Intuit, or certify to the destruction thereof, all memoranda, notes, records, drawings, manuals, disks, documents, media, equipment, papers or other information, obtained by SDM from Intuit, including all copies thereof. SDM acknowledges that all such materials are the property of Intuit and SDM agrees not to retain any copies of Drawingssuch materials after the termination or expiration of this Agreement or of any Statement of Work.
(f) The provisions of Sections 7; 9(d), Specifications (e), (f); 10; 11(a), (b), (c), (e) (solely for the purposes of section 12); 12; 14; and other documents completed by the Engineer up to the effective date 16(a), (b) and (c) as well as corresponding provisions of terminationany Statements of Work, shall survive any termination or expiration of this Agreement and any separate Statement of Work.
Appears in 1 contract
Term Termination. 9.1 The term a) This Agreement shall commence on the Effective Date and shall remain in force and effect (the “Term”) until the earlier of (i) the fourth anniversary of the Effective Date, (ii) the closing of Buyer’s acquisition of all or substantially all of Seller's assets necessary to manufacture Product (as defined herein) (the “Acquisition”), and (iii) the earlier termination 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”Section 1.b).
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.
(2b) Either party may terminate this Agreement effective on written notice to upon giving the other party if the other notice of an event of default (“Event of Default”), which will exist with respect to a party materially breaches this Agreement through no fault of the terminating party, and such breach: if:
(i) a decree or order is incapable of cure; or made by a court having jurisdiction over such party adjudging it to be a bankrupt under applicable law;
(ii) being capable a decree or order is made by a court having jurisdiction over such party appointing a receiver, or receiver-manager, who is not bound by the terms 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 a liquidator or takes any corporate action for trustee or assignee in bankruptcy of such purpose; (ii) becomes insolvent party or is generally unable to payof its property, or fails to pay, directing the winding-up or liquidation of its debts as they become due; affairs;
(iii) files any other decree or order has filed been made by a court of competent jurisdiction by which such party is deprived of the right to manage its undertakings and has remained in force undischarged and unstayed for 45 business days;
(iv) if such party:
A. institutes proceedings to be adjudicated a voluntary bankrupt;
B. consents to the filing of a bankruptcy proceeding against it it;
C. consents to the appointment of a petition for voluntary receiver, liquidator or involuntary bankruptcy trustee or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign assignee in bankruptcy or insolvency lawof itself or its property; (iv) or
D. makes or seeks to make a general an assignment for the benefit of creditors, or admits in writing its creditors; or inability to pay its debts generally as they become due.
(v) applies for or such party has appointed committed 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 default in the performance of its property or business .
9.3 If obligations under this Agreement, written notice has been given to such party specifying such default and declaring the intention of the other party to exercise its right to terminate this Agreement if the default is terminated not duly remedied, and
A. more than 15 business days have elapsed since the expiration of such period following the giving of such notice and such default remains unremedied, or
B. in case of a default that is not capable of being remedied, by either partythe exercise of reasonable diligence within the period described in Section 1.(b.)(v)A., the Engineer shall be paid for all Services performed through earlier of I) the effective date of terminationday on which the party fails or refuses to act diligently to remedy the default, 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.and
Appears in 1 contract
Samples: Supply Agreement (Security With Advanced Technology, Inc.)
Term Termination. 9.1 The term 13.1 Either party shall be entitled to immediately terminate the Agreement by giving notice in writing to the other party if:
(a) the other party commits a material breach 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 its 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:Agreement which is incapable of remedy;
(1b) Engineer may terminate this Agreement, effective on written notice the other party commits a breach of its obligations under the Agreement which is capable of remedy and fails to Owner, if: remedy it within (ior persists in such breach after) Owner fourteen 14 days of having been required in writing to remedy or desist;
(c) the other party fails to pay any amount when due hereunderunder this Agreement on the due date for payment [and remains in default not less than [10] Business Days after being notified in writing to make such payment;
(d) save to the extent prohibited by s233B Insolvency Act 1986, and such failure continues more than ten if
(10i) calendar days after Engineer’s delivery the other party threatens to suspend, payment of written notice thereof; its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(ii) there have been three the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(3iii) the other party applies to court for, or more obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(iv) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party;
(v) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party;
(vi) the holder of a qualifying floating charge over the assets of the other party has become entitled to appoint or has appointed an administrative receiver;
(vii) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
(viii) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such payment failures process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
(ix) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in sub -Conditions (i) to (viii);
(e) the other party ceases, or appears in the preceding twelve (12) month periodreasonable opinion of the party seeking to terminate, regardless likely or is threatening to cease, to carry on all or a substantial part of whether any such failures were timely curedits business.
(2) Either party 13.2 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle CTM to terminate the Agreement under Condition 13.1(d), it shall immediately notify CTM in writing.
13.3 This Agreement shall automatically terminate if a Total Loss occurs in relation to the Equipment.
13.4 CTM may terminate this Agreement effective on by providing the Customer no less than 24 hours’ 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 breachnotice.
(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.
Appears in 1 contract
Term Termination. 9.1 The term of this 7.1 This Agreement commences as of on the Effective Date and, and shall continue unless and until 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 by either party giving at least 90 days 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 curedother.
(2) Either 7.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement effective on with immediate effect by giving written notice to the other party if if:
7.2.1 the other party materially breaches commits a material breach of any other term of this Agreement through no fault which breach is irremediable or (if remediable) fails to remedy that breach within 45 days of being notified in writing to do so;
7.2.2 an order is made or a resolution is passed for the winding up of the terminating other party, and such breach: (i) a provisional liquidator is incapable appointed in respect of curethe other party, an administration order is made in respect of the other, a receiver is appointed in respect of the other or all or any of its assets, or the other is unable to pay any of its debts within the meaning of Section 123 of the Insolvency Xxx 0000, or any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the aforementioned events; or
7.2.3 the other party suspends or (ii) being capable ceases, or threatens to suspend or cease, carrying on all or a substantial part of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breachits business.
(3) Either party 7.3 Sage People may terminate this Agreement, effective immediately, if Agreement with immediate effect by giving written notice to the other party: (i) Customer if:
7.3.1 there is dissolved or liquidated or takes any corporate action for such purposea change of control of the Customer which results in the Customer being controlled by a competitor of Sage People; (ii) becomes insolvent or is generally unable to pay, or or
7.3.2 the Customer fails to pay, its debts as they become due; (iii) files or has filed against it a petition pay any amount due under this Agreement on the due date 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 payment and remains in default not less than 30 days after being notified in writing 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 such payment.
9.3 If 7.4 On termination of this Agreement is terminated by either partypursuant to clause 7.1, any outstanding Work Orders shall be completed prior to such termination where possible or the Agreement shall be deemed to continue in relation to such Work Order until the Services are completed. Notwithstanding the foregoing, the Engineer parties may mutually agree to terminate a Work Order, in which case the Customer shall be paid pay Sage People 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 its time and other documents completed by the Engineer material costs and expenses up to the effective date of termination.
7.5 On termination of this Agreement pursuant to clauses 7.2 or 7.3, any outstanding Work Orders shall also terminate and the Customer shall pay Sage People for its time and material costs and expenses up to the date of termination.
7.6 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
Appears in 1 contract
Samples: Professional Services
Term Termination. 9.1 a. The initial term of the MSA will begin upon execution by both Client and Xxxxxxxxx and will continue in full force and effect until the termination or expiration of the last Order then in effect. The initial term of each Order, and the initial term of the Client's subscription for the Services described in the Order (the "Initial Service Term"), begins upon the effective date of that Order and will continue for the period set forth in the Order. If no period is specified in the Order, the Initial Service Term will be a period of three (3) years commencing on the effective date of the Order. The term of this Agreement commences as an Order will renew for additional successive periods equal to the term specified in the Order (or, if none is specified, for successive one (1) year periods) (each, a "Renewal Service Term") unless either party notifies the other party in writing of its election to not renew such Order at least ninety (90) days prior to the Effective Date and, unless terminated earlier pursuant then-expiring term. The Initial Service Term and all Renewal Service Terms for a particular Order are individually and collective referred 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 (“"Service Term”)."
9.2 b. In addition to any other express termination right set forth elsewhere in this Agreement:
(1) Engineer may terminate this Agreementunder any Order, 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 either party may terminate this Agreement effective on or any Order immediately upon written notice to the other party if (or Xxxxxxxxx may, in its sole discretion, suspend the other party materially breaches this Agreement through no fault provision of the terminating party, and such breachServices under any Order) if: (i) is incapable the other party commits a material breach of curethis Agreement and fails to cure such breach within thirty (30) days after written notice of the same (other than Client’s failure to pay any amounts when due, which must be cured within ten (10) days after written notice of the same); or (ii) being capable the other party becomes the subject of cureany involuntary petition in bankruptcy or any voluntary proceeding relating to insolvency, remains uncured thirty (30) calendar days after receivership, liquidation, or composition for the non-breaching party provides the breaching party with written notice benefit of such breachcreditors.
c. If Xxxxxxxxx terminates any Order (3including by termination of this Agreement and all then-current Orders) Either party may terminate before the end of the scheduled Service Term thereof pursuant to Section 2(b), or if Client terminates any Order (including by termination of this AgreementAgreement and all then-current Orders) before the end of the scheduled Service Term thereof, effective immediatelyexcept as permitted by Section 2(b) of these General Terms, if the other partythen Client agrees to pay a termination fee (a "Termination Fee"), calculated as follows: (i) is dissolved one hundred percent (100%) of the average of the most recent 6 months (or liquidated or takes any corporate action all months the Order has been in effect if less than 6 months) monthly recurring charges for such purposethe terminated Services payable for the remainder of the Service Term; (ii) becomes insolvent any early termination or is generally unable cancellation charges levied on Xxxxxxxxx by any underlying supplier or vendor of services or equipment relevant to paythe terminated Services, or fails to pay, its debts as they become dueif any; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subjectpro-rata portion of any installation and other non-recurring charges previously waived by Xxxxxxxxx, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency lawif any; and (iv) makes all installation and other non-recurring charges not waived or seeks previously collected by Xxxxxxxxx. The Termination Fee will be due in addition to make a general assignment for any specific payment obligations that Client may have under the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order terms 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 applicable Order for all Services performed Service provided through the effective date of termination. Client agrees that the injury Xxxxxxxxx will suffer upon Client's breach or early termination of this Agreement are difficult or impossible to estimate accurately and that Termination Fee provided for in this Section 7(b) is not a penalty, including reimbursable expenses. In but is a reasonable estimate of the probable loss Xxxxxxxxx will suffer in the event of terminationClient's breach or early termination of this Agreement.
x. Xxxxxxxxx may cancel or suspend the provision of any Service, or portion thereof, upon reasonable notice to Client if the Owner will receive reproducible copies provision of Drawingssuch Service, Specifications and other documents completed by or any portion thereof, is determined to violate any applicable law or regulation or of any Xxxxxxxxx license in any jurisdiction, or is no longer permitted under any of the Engineer up to same.
e. Upon the effective date of terminationtermination of any Order: (i) Xxxxxxxxx will immediately cease providing, and Client will immediately cease using, the Services set forth in such Order; (ii) all licenses granted hereunder with respect to the terminated Service(s)s will immediately terminate; and (iii) any and all payment obligations of Client under this Agreement with respect to such Order(s) (including, without limitation, all charges for Services provided through the date of termination and any Termination Fee due under Section 2(c), above) will be due within thirty (30) days of the effective date of termination of such Order. If Client fails to pay such amounts on the date due, then Xxxxxxxxx may impose interest on such overdue payments as set forth in Section 3(e). In addition to the foregoing, and except as otherwise set forth in an Order, within thirty (30) days of termination of this Agreement as a whole, each party will return or certify the destruction of all Confidential Information (defined hereafter) of the other party in its possession and will not make or retain any copies of such Confidential Information, except as expressly permitted pursuant to, and in accordance with, the terms of Section 7.
f. Termination of this Agreement will terminate all then-current Orders. Except as specifically set forth in a notice of termination hereunder, termination of any Order will not serve to terminate any other Order, this Agreement as a whole or the parties' respective obligations thereunder. The definitions herein and the respective rights and obligations of the parties under Sections 2(c), 2(e)-(f), 3(c) and 6-11 will survive any termination or expiration of this Agreement.
Appears in 1 contract
Samples: Master Services Agreement
Term Termination. 9.1 The term of this Agreement commences shall commence on the date hereof and, except as otherwise expressly provided herein, shall continue for a period of four years or, if earlier, until the earlier of (x) the expiration of the Option Term as described in the Option Agreement dated as of October , 2004 between Property Owner and U-Store-It, and (y) the Effective Date anddate on which all the Facilities are sold or otherwise disposed of. If at the end of such four year period, unless terminated earlier pursuant to any Property Owner hasn’t sold all of the Agreement's express provisionsFacilities, Property Owner will continue in effect until be entitled to extend this Agreement for a period of up to one year with 60 days advance written notice. In the parties have performed their obligations under the Agreementevent of (i) Service Provider’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 breach of this Agreement, effective on written notice to Ownerwhich breach materially and adversely affects Property Owner or the Facilities and which, 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 for 30 days after the non-breaching party provides the breaching party with written notice of such breach.
(3) Either party may terminate this Agreementthereof, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent the gross negligence, willful misconduct or is generally unable to payfraud in the performance by Service Provider of its obligations hereunder which, or fails to payif capable of cure, its debts as they become due; remains uncured for 30 days after written notice thereof, (iii) files or has filed against it the filing by Service Provider of a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic bankruptcy, insolvency or foreign bankruptcy similar law seeking dissolution, liquidation or insolvency law; reorganization, (iv) makes or seeks to make a general assignment by Service Provider for the benefit of its creditors; creditors or (v) applies for or has appointed a receiverthe dissolution of Service Provider, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction Property Owner shall have the right to take charge of or sell any material portion of its property or business .
9.3 If terminate this Agreement is terminated by either partyupon written notice to Service Provider in accordance with the notice provisions set forth in Section 6.14, the Engineer which termination shall be paid for all Services performed through the effective date seven business days after delivery of termination, including reimbursable expensessuch written notice. In the event of termination(i) Property Owner’s breach of this Agreement, which breach materially and adversely affects Service Provider or the Facilities and which, if capable of cure, remains uncured for 30 days after written notice thereof, (ii) the gross negligence, willful misconduct or fraud in the performance by Property Owner will receive reproducible copies of Drawingsits obligations hereunder which, Specifications and other documents completed if capable of cure, remains uncured for 30 days after written notice thereof, (iii) the filing by Property Owner of a petition under any bankruptcy, insolvency or similar law seeking dissolution, liquidation or reorganization, (iv) a general assignment by Property Owner for the Engineer up benefit of creditors or (v) the dissolution of Property Owner, Service Provider shall have the right to terminate this Agreement upon written notice to Property Owner in accordance with the notice provisions set forth in Section 6.14, which termination shall be effective seven business days after delivery of such written notice. Notwithstanding anything to the contrary set forth herein, no termination of this Agreement shall be effective date unless and until Property Owner has received the consent of terminationany lender to Property Owner required under the terms of the applicable loan documents.
Appears in 1 contract
Samples: Marketing and Ancillary Services Agreement (U-Store-It Trust)
Term Termination. 9.1 The term 7.1 This Agreement shall commence upon the date of its execution by the last party to sign this Agreement commences and shall remain in full force and effect until terminated by either party as provided for below.
7.2 After the second (2nd) year anniversary of the Effective Date and, unless terminated earlier pursuant to any effective date 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 LICENSEE may terminate this Agreement effective on at any time, without cause, upon at least ninety (90) days prior written notice to LICENSOR. After the other party if fifth (5th) year anniversary of the other party materially breaches effective date of this Agreement, LICENSOR may terminate this Agreement through no fault at any time, without cause, upon at least ninety (90) days prior written notice to LICENSEE; provided, however, that such termination shall not take effect until one hundred eighty (180) days following LICENSOR's notice only with respect to potential End Users of the terminating party, and such breach: Software specifically identified in a written notice from LICENSEE to LICENSOR (i) is incapable of cure; or (ii) being capable of cure, remains uncured to be given by LICENSEE within thirty (30) calendar days after following LICENSEE's receipt of LICENSOR's termination notice) as being a potential End User for the non-breaching party provides Software to whom LICENSEE made, on or before the breaching party with written notice date of such breachLICENSEE's notice, a definitive proposal to license the Software, which proposal was still being considered by the potential End User.
(3) 7.3 Either party may terminate this Agreement, effective immediatelyupon thirty (30) days prior written notice, if (a) the other party: party materially breaches any provision of this Agreement (including, without limitation, LICENSOR's breach of its obligations under Paragraph 5.2 above), but such termination shall not take effect if such party cures such breach prior to the expiration of the notice period, or (b) the other party enters into liquidation, whether voluntarily or compulsory, or has a receiver appointed, or commits an act of bankruptcy, or becomes insolvent, or enters into any arrangement with its creditors, or takes or suffers any similar action in consequence of debt, or ceases, or threatens to cease, to carry on its business.
7.4 Upon any termination of this Agreement, LICENSEE shall (a) immediately pay to LICENSOR all fees owed to LICENSOR hereunder by virtue of LICENSEE's activities hereunder prior to such termination, (b) cease thereafter to demonstrate, market, furnish and sub-license the Software and/or Collective Works, and (c) use copies of the Software, and any related materials supplied to LICENSEE by LICENSOR, then in its possession, which LICENSEE shall maintain in the strictest of confidence, only to (i) is dissolved or liquidated or takes any corporate action for such purpose; process the internal business data of LICENSEE and its Affiliates as part of a Collective Work, and (ii) becomes insolvent or is generally unable support copies of the Software and/or Collective Works licensed to pay, or fails End Users prior 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 such termination. Termination 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, shall not affect any LICENSEE sub-licenses of 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 Software and/or Collective Works to others made prior to the effective date of such termination if all license fees with respect thereto have been paid by LICENSEE to LICENSOR and such sub-licenses comply with the terms and conditions of this Agreement.
7.5 In order to permit LICENSEE, after any termination of this Agreement, to continue to support copies of the Software and/or Collective Works licensed to End Users prior thereto, as permitted under Paragraph 7.4(c)(ii) above, the parties agree that LICENSEE may, if it so chooses, continue to make the support fee payments provided for in Paragraph 5.2 above, whereupon LICENSOR shall continue to provide the Software support provided for in said Paragraph 5.2, even after this Agreement is terminated, for a period of twenty-four (24) months following such termination.
7.6 Neither party shall, by reason of the termination of this Agreement in accordance with the terms hereof, be liable to the other for compensation, reimbursement or for any damages on account of the loss of profits or prospective profits on anticipated business, or on commitments in connection with the business or goodwill of either party or otherwise or for direct, special, incidental, indirect or consequential damages.
7.7 The expiration or termination of this Agreement shall not release either party from any liability, obligation or agreement which, pursuant to any provision of this Agreement, is to survive or be performed after any such expiration or termination.
Appears in 1 contract
Term Termination. 9.1 The term of this Agreement commences as (the "Term") shall commence on the date of this Agreement and shall terminate on the earlier of (i) the date of any termination of the Effective Date and, unless terminated earlier Asset Purchase Agreement pursuant to the terms thereof, (ii) the date of any termination of this Agreement pursuant to this Section 6.1, (iii) the date of any termination of either of the WWMX Agreements, and (iv) the Closing Date (as defined in the Asset Purchase 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 remedies available at law or equity and the provisions of Section 1.2 hereof, this Agreement may be terminated as 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; below by either Licensee 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 Programmer by written notice to the other if the party if seeking to terminate is not then in material default or breach hereof, upon the occurrence of any of the following:
(a) this Agreement is declared invalid or illegal in whole or substantial part by an order or decree of an administrative agency or court of competent jurisdiction and such order or decree has become final and no longer subject to further administrative or judicial review;
(b) the other party materially breaches this Agreement through no fault is in material breach of the terminating party, its obligations hereunder and has failed to cure such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured breach within thirty (30) calendar days after of notice from the non-breaching party provides party, which notice shall specify the breaching party with written notice of breach and the action necessary to cure such breach.;
(3c) Either party may terminate the mutual consent of both parties
(d) there has been a material change in FCC rules, policies or precedent that would cause this Agreement to be in violation thereof and such change is in effect and not the subject of an appeal or further administrative review. Upon any termination of this Agreement, effective immediately, if the other party: (iLicensee shall have no further obligation to provide to Programmer any broadcast time or broadcast transmission facilities and Programmer shall have no further obligations under Section 1.6(b) is dissolved hereof 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 payments 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 Licensee under Section 1.4 hereof. Programmer shall be paid responsible for all Services performed through debts and obligations of Programmer to third parties based upon the effective date purchase of terminationair time and use of Licensee's transmission facilities including, including reimbursable expenseswithout limitation, accounts payable, barter agreements and unaired advertisements, but not for Licensee's federal, state and local income and business franchise tax liabilities or taxes levied upon Licensee's personal property. In the event of any termination, the Owner will receive reproducible copies of Drawings, Specifications Programmer shall be entitled to retain all notes and accounts receivable and other documents completed receivables of the Station accrued as of the date of such termination (the "Termination Date") relating to advertising time sold by Programmer between the date of this Agreement and the Termination Date ("Programmer Receivables"), and shall be entitled to pursue collection thereof. Licensee shall pay over to Programmer any sums received by Licensee on account of the Programmer Receivables. Notwithstanding anything herein to the contrary, to the extent that any invoice, bill or statement submitted to Licensee after the Termination Datx xx any payment made by Programmer prior to the Termination Date relates to expenses incurred in operating the Station, for periods both before and after the Termination Date, such expenses shall be prorated between Licensee and Programmer in accordance with the principle that Programmer shall be responsible for expenses allocable to the period prior to the Termination Date and Licensee shall be responsible for expenses allocable to the period on and after the Termination Date. Each party agrees to reimburse the other party for expenses paid by the Engineer up other party to the effective date extent appropriate to implement the proration of terminationexpenses pursuant to the preceding sentence.
Appears in 1 contract
Samples: Time Brokerage Agreement (American Radio Systems Corp /Ma/)
Term Termination. 9.1 The term of this a. This Agreement commences shall commence as of the Effective Date anddate the first Quote is signed and shall continue thereafter until the completion of the Services under all Quotes, unless sooner terminated earlier pursuant to any of this Section 9 (the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). For Projects, this is six months.
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 b. Web Wonks may terminate this Agreement or any Quote, effective on upon written notice to the other party Customer, if the other party Customer:
i. materially breaches this Agreement through no fault of the terminating partyAgreement, and such breach: (i) breach is incapable of cure; or (ii) being cure or, with respect to a material breach capable of cure, remains uncured thirty (30) calendar the Customer does not cure such breach within ten days after the non-breaching party provides the breaching party with receipt of written notice of such breach.
(3) Either party may terminate this Agreement, effective immediatelybreach or, if not capable of cure within such ten day period, the other party: (i) is dissolved or liquidated or takes any corporate action parties have not agreed upon a new time period for curing such purposebreach; (or
ii) . becomes insolvent or is generally unable admits its inability to pay, or fails to pay, pay its debts generally as they become due; (or
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; (or
iv) . is dissolved or liquidated or takes any corporate action for such purpose; or
v. makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or or
vi. 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 business.
9.3 If c. Upon termination of the this Agreement, Customer shall:
i. within five Business Days, pay to Web Wonks all sums due and owing to Web Wonks under all Quotes;
d. Upon expiration or termination of this Agreement is terminated by either partyfor any reason, each Party shall:
i. return to the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other Party's Confidential Information,
ii. permanently delete all of the other Party's Confidential Information from its computer systems, and
iii. certify in writing to the other Party that it has complied with the requirements of this clause; provided, however, that Customer may retain copies of any Confidential Information of Web Wonks incorporated in the Deliverables or to the extent necessary to allow it to make full use of the Services and any Deliverables.
iv. The above notwithstanding, the Engineer shall be paid for all Services performed through Receiving Party may retain an archival copy of the effective date of terminationConfidential Information, 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 extent necessary to comply with the Law or archival policies. The Receiving Party will continue to hold any Confidential Information retained under this exception in confidence as required under this Agreement and shall not use any such retained Confidential Information for any purpose.
e. The rights and obligations of terminationthe Parties set forth in Section 1 and 8-15 and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
Appears in 1 contract
Samples: Master Services Agreement
Term Termination. 9.1 The 18.1 This Agreement shall have an initial term of this Agreement commences as of two (2) years commencing on 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 (“Initial Term”).
9.2 In addition to any other express termination right set forth elsewhere , unless earlier terminated by either Party for breach of exclusivity clauses as described in this Agreement:
section 3.2 upon sixty (160) 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 Party. Upon the expiration of the Initial Term, the Agreement shall be automatically renewed for one (1) additional year renewal term unless either Party provides the other party materially breaches Party with ninety (90) days written notice prior to the end of the Initial Term of its election not to renew.
18.2 This Agreement also may be terminated pursuant to the following provisions:
(a) Notwithstanding anything to the contrary, in the event that this Agreement and/or the activities provided for herein become illegal and cannot be resolved through no fault an amendment or modification of the terminating partyAgreement and/or the Parties’ relationship, and such breach: either Party may immediately terminate the Agreement upon written notice to the other Party.
(b) In addition, either Party may terminate this Agreement at any time upon written notice if:
(i) is incapable the other Party materially breaches any provision of cure; or (ii) being capable of cure, remains uncured this Agreement and fails to cure the breach within thirty (30) calendar days after following receipt of written notice of such breach from the non-breaching party provides the breaching party with written notice of such breach.party;
(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) the other Party ceases to do business (other than in cases of merger consolidation, or a sale of assets);
(iii) the other Party 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; protection;
(iv) makes continued performance of the Agreement in whole or seeks in part is no longer feasible due to make a any change in Applicable Law;
(v) the other Party and/or its principals are convicted of any criminal act or violation that materially affects either Party’s ability to carry out its obligations under this Agreement; and/or
(vi) the other Party’s property becomes subject to any levy, seizure, forfeiture, general assignment for the benefit of its creditors; or (v) applies , and/or application of sale for or has appointed a receiver, trustee, custodian, by any creditor 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 government agency.
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.
Appears in 1 contract
Term Termination. 9.1 4.1 The term Initial Term of any particular Order will be set forth in such Order, along with the terms under which an Order will renew (“Renewal Terms”). Absent Renewal Terms in an Order, such Order will renew on a month-to-month basis at the same rates or fees until a successor Order is executed by the parties or termination by Company. The Initial Term and any Renewal Terms are collectively the Term of an Order. The Term of this Agreement commences as of will commence on the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will and continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)last Order hereunder expires or is terminated.
9.2 4.2 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 either party may terminate this Agreement or the relevant Order, effective on written notice to the other party party, if the other party materially breaches this Agreement through no fault of the terminating partyAgreement, 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 immediatelyimmediately upon written notice to the other party, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (iia) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iiib) files or has filed against it 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; (ivc) makes or seeks to make a general assignment for the benefit of its creditors; or (vd) 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 business.
9.3 4.3 Upon expiration or termination of the Agreement, Company will discontinue use of the Products. Upon expiration or termination of the Agreement, Supplier shall promptly return or permanently destroy any and all Company Data within its possession and certify in writing to Company that the Company Data has been deleted or destroyed. If this Company terminates the Agreement is terminated or an Order pursuant to Section 4.2, Supplier shall refund a pro rata portion of amounts pre-paid 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 terminationCompany.
Appears in 1 contract
Samples: Master Purchasing Agreement
Term Termination. 9.1 The term of this a) This Agreement commences as of shall take effect on the Effective Date andand continue until December 31, unless terminated earlier pursuant to any of 2010 (the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Initial Term”); provided, however, that in the event that Travelport Limited signs a letter of intent or other agreement relating to the Change of Control of Client or Supplier in 2007, then the party undergoing the Change of Control shall promptly notify the other party in writing, and the other party may request to postpone the effectiveness of Clauses 3(c), the first sentence of Clause 3(d), and Clause 4(a) for up to 90 days following the date of notice but in no event later than December 31, 2007. Upon expiration of the Initial Term, this Agreement will renew for successive one-year terms upon mutual written agreement by the parties at least sixty (60) days’ prior to the expiration of the current term.
9.2 In addition to any other express termination right set forth elsewhere in this Agreement:
(1b) 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 After the preceding twelve (12) month period, regardless of whether any such failures were timely cured.
(2) Either Initial Term either party may terminate this Agreement effective on at any time upon at least ninety (90) days’ prior written notice.
c) At any time during the Term, either party shall be entitled to terminate this Agreement by giving 30 days’ prior written notice to the other party if the other party materially breaches commits any material breach of this Agreement through no fault (including but not limited to Client’s obligation to pay Supplier) and, if the breach is capable of remedy, fails to remedy it within such 30-day period after being given a written notice containing full particulars of the terminating partybreach and requiring it to be remedied, or if the other goes into liquidation or administration, has a receiver appointed over any of its assets or enters into any voluntary arrangement with its creditors or ceases to carry on business.
d) Notwithstanding anything to the contrary set forth herein, in the event of a proposed Change of Control of Client or any Group Company thereof, Client shall notify Supplier as soon as reasonably practicable of the proposal. For purposes of this Agreement, a “Change of Control” is defined as an event pursuant to which an entity directly or indirectly consummates a merger, reorganization, recapitalization, joint venture, consolidation, share exchange, business combination, sale of all or substantially all of its assets, or similar form of corporate transaction involving such entity (each, a “Business Combination”) such that immediately following such Business Combination, a third party directly or indirectly acquires more than 50% of the voting power of the then-outstanding voting stock of the entity resulting from consummation of such Business Combination. At any time following such Change of Control, neither the rights nor the obligations of Client (or any subsidiary thereof) may be extended, assigned, transferred or otherwise made available to a third-party acquirer or a third-party target (in each case by merger or otherwise), except that Client shall be entitled to offer up to US$25,000,000 of Inventory in the aggregate through one or more smaller third-party targets (by merger or otherwise) that are not Supplier clients during the term of this Agreement. Determination of whether the US$25,000,000 cap has been exceeded shall be calculated based on the aggregate Bookings made to the date of calculation through the target first acquired and such breach: those targets subsequently acquired (if any) in chronological order. In the event that (i) the aggregate US$25,000,000 cap is incapable of cure; exceeded at any time or (ii) being capable the target is a Supplier client, then (A) in each case all Bookings through such target shall automatically increase to the then-current Wholesale Rate (retroactively to the date of cureacquisition) and all other terms of this Agreement shall continue in full force and effect, provided that the Wholesale Rate shall be no less favorable to Client than the booking fees charged to Supplier’s large wholesale customers at that time, or (B) Supplier shall have the right, but not the obligation, to terminate this Agreement without any liability to Supplier. For the avoidance of doubt, all other terms and conditions of this Agreement (including Clause 6) shall apply to Bookings made through third-party targets, and any subsidiary of Client that no longer remains uncured thirty (30) calendar days after a subsidiary of Client shall not be entitled to the non-breaching party provides Inventory or the breaching party with written notice of such breachServices.
(3e) Either party may terminate Upon termination of 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 Client shall pay to pay, or fails Supplier all sums owing 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 Supplier 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 terminationAgreement, 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 terminationany Wholesale Rates retroactively due in accordance with Clause 2(d).
Appears in 1 contract
Samples: Master Supply and Services Agreement (Orbitz Worldwide, Inc.)
Term Termination. 9.1 The a) This Agreement shall remain in effect for an initial term of this Agreement commences as of one (1) year, beginning on 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 and shall automatically renew for successive one (1) year terms and conditions (“Term”)) unless and until either Party gives notice of intent not to renew at least ninety (90) days in advance of the end of the then current Term.
9.2 In addition to any other express termination right set forth elsewhere in this Agreement:
(1b) 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 Comcast may terminate this Agreement effective on for convenience by giving one hundred twenty (120) days’ advance written notice to the other party Vendor.
c) Either Party may terminate this Agreement for cause if the other party materially breaches Party commits a material breach of this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, that remains uncured after the expiration of thirty (30) calendar days after the non-breaching party provides the breaching party with days’ written notice of such specifying the basis for the breach.
(3d) Either party Party may terminate this Agreement, effective immediately, Agreement immediately if the other party: Party (i) is dissolved or liquidated or takes any corporate action for such purpose; (iia) 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 creditors; (b) suffers or permits the appointment of a conservator or receiver for its creditorsbusiness or assets or any similar action by a governmental entity for the purpose of assuming operation or control of the Party due to the financial condition of the Party; (c) becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, and such proceeding or action has not been dismissed within a sixty (60) day period; or (vd) applies for has wound up or has appointed a receiverliquidated its business, trustee, custodian, voluntarily 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 otherwise.
9.3 e) Upon any notice of such termination, Vendor shall provide Comcast (at Comcast’s request) the “Transition Assistance” described in Exhibit F (such period of time where Vendor provides Comcast with Transition Assistance shall be referred to herein as the “Transition Assistance Period”). If this Agreement is terminated by either partyVendor provides Comcast with Transition Assistance, the Engineer Agreement shall be paid for all considered terminated at the end of such Transition Assistance Period.
f) Upon termination of this Agreement, Comcast’s right to offer the Services performed through the effective date of terminationshall cease. However, including reimbursable expenses. In except in the event of terminationa termination due to Comcast’s default, at Comcast’s request, Vendor shall continue to provide the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by Services to those Customers who purchased the Engineer up Services prior to the effective termination date for a period of terminationtime equal to the Customer’s subscription to Comcast Services, not to exceed six (6) months (“Post Termination Customers”), and, to the extent Vendor is making generally available service offerings comparable to the Services at the expiration of the period, Vendor will offer such service offering directly to the Post Termination Customers for a separate fee under Vendor’s then applicable commercial terms and conditions. This Agreement will remain in effect only as applicable to the Post Termination Customers. Anything to the contrary herein notwithstanding, and except with respect to the Post Termination Customers, immediately upon the termination of this Agreement: (i) Vendor shall transfer any data in process with Vendor at that time as instructed by Comcast and shall return or destroy (as instructed by Comcast) any Comcast Confidential Information and Customer Data, including all related documentation and copies thereof, in Vendor’s possession; and (ii) Comcast shall return or destroy the Documentation and any Vendor Confidential Information in Comcast’s possession.
Appears in 1 contract
Term Termination. 9.1 The term 4.1 This Agreement is made for period of this Agreement commences as of the Effective Date and, unless four months with PVN’s right to renew for additional nine months and may be 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 by either party upon a 45 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 prior written notice to the other party.
4.2 In addition, each party if the other party materially breaches shall have a right to terminate this Agreement through no fault immediately - if termination is made for Cause. The term “Cause” in this Agreement shall be defined as any of the terminating partyfollowing events or acts of PVN, and such breachthe Company or Dov: (ia) a material breach of this Agreement which has not been remedied within 14 days of written notice, (b) breach of confidence, loyalty or unauthorized disclosure or use of PVN’s or third parties intellectual properties, (c) self-dealing, embezzlement or misappropriation of the PVN’s property or serious damage to the PVN’s property which is incapable intentionally caused, (d) gross negligence or misconduct, (e) criminal behavior as determined by a court of cure; law, except as for traffic violations, 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 breachother offences which do not require mens rea.
(3) Either party may terminate 4.3 Termination of this Agreement as stated above is without liability for any claims or payments beyond those earned or accrued in the course of the Services hereunder; and the Company and PVN hereby waives any and all such claims. Without derogating from the generality of the aforementioned, termination of this Agreement will not entitle either Party to any compensation.
4.4 Upon termination of this Agreement, effective immediately, if the other party: (i) is dissolved Company and Dov shall immediately return to PVN each and every asset in its possession or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to paycontrol which belongs, or fails has been entrusted, to paythe Company and/or Dov, its debts as they become due; including, without limitation, all materials of any kind (iii) whether in written or electronic form, computer files or has filed against it a petition for voluntary otherwise) concerning the PVN’s Proprietary Information (as such term is defined in Appendix B) and all copies thereof, and the Company or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to Dov shall not retain any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit copies 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 such materials in whatever form and on whatever media.
9.3 If 4.5 The provisions of Sections 1.8-1.12, 2.5, 4.3, 4.4 and 5.1 through 5.6 of this Agreement is terminated by either partyshall remain valid and binding regardless the termination of this Agreement, 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 and will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of survive such termination.
4.6 Failing to fulfill Articles 1.5, 1.16, 2.1 will be considered as a material breach
Appears in 1 contract
Term Termination. 9.1 The 21.1 This Agreement shall be for a 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 years commencing as of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless date of whether any such failures were timely cured.
this Agreement and thereafter shall be automatically renewed for successive periods of two (2) Either years unless either party may terminate this Agreement effective on shall give six (6) months prior written notice to the other party of its intention not to renew this Agreement.
21.2 This Agreement may be terminated by notice in writing by either party
(a) if the other party materially breaches shall default in the performance of any of its obligations under this Agreement through no fault and such default shall continue for a period of not less than ninety (90) days after written notice specifying such default shall have been given;
(b) if the other party makes an arrangement with its creditors or goes into receivership or liquidation (other than voluntary liquidation) for the purpose of internal reorganization, or if a receiver or a receiver and manager is appointed in respect of the terminating whole or part of the property or business of the party in default; or
(c) if a major part of the assets or all of the assets of the other party are disposed of to or compulsory acquired by any other person.
21.3 Upon the occurrence of a Special Circumstance, as described in Section 9.2 hereof, either party, and such breach: (i) is incapable of cure; either during or (ii) being capable of cure, remains uncured thirty (30) calendar within 15 days after a Project Review, may terminate the non-breaching party provides the breaching party with Agreement upon 30 days' written notice to the other party, which notice shall provide details of each of the Special Circumstances that are relied upon as the basis for such breachnotice.
21.4 Upon termination of this Agreement, howsoever arising, the following provisions shall have effect:
(a) The obligations of the parties pursuant to Section 13 shall continue, notwithstanding termination of this Agreement.
(3b) Either The full amount of any amounts outstanding by either party may terminate to the other shall be paid forthwith.
(c) All rights and licenses granted hereunder shall terminate.
21.5 Upon the latter of (a) the termination or expiration of this Agreement, effective immediately, if the other party: or (ib) 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, with respect to any proceeding under any domestic records or foreign bankruptcy or insolvency law; (iv) makes or seeks to make other data that must be retained for a general assignment for the benefit period of its creditors; or (v) applies for or has appointed a receivertime in accordance with, 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 partyand as set forth in, the Engineer shall be paid for all Services performed through regulations of the effective date of termination, including reimbursable expenses. In Regulatory Authority (the event of termination"Retention Period"), the Owner will receive reproducible copies expiration of Drawingsthe Retention Period, Specifications and other documents completed by the Engineer up Purepac shall immediately deliver to Faulding all information with respect to the effective date of terminationPellet Technology in Purepac's possession and Faulding shall immediately deliver to Purepac all information with respect to the Tabletting Technology in Faulding's possession.
Appears in 1 contract
Samples: Co Development, Supply and Licensing Agreement (Purepac Inc/)
Term Termination. 9.1 The term (a) This Agreement shall remain valid only for the Term.
(b) This Agreement shall automatically expire by efflux of this Agreement commences as time, i.e. on the completion of the Effective Date andTerm, unless terminated earlier pursuant to any in accordance with applicable laws and/or provisions 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.
(2c) Either party may In the event of a breach by any Party, the other Party shall have the right, as per Applicable Laws, to terminate this Agreement effective on written by giving three weeks‟ notice to the other party if Party clearly giving the other party materially breaches reasons for the proposed action and in the event such breach still remains uncured on expiry of the third week this Agreement through no fault shall stand terminated.
(d) SDSPL shall have the right to forthwith terminate this Agreement and disconnect/deactivate the distribution of signals of the terminating partySubscribed Channels and/or take any other action as may be appropriate, and such breach: upon the occurrence of any of the following:
(i) is incapable of cure; In the event the Affiliate fails to pay the Subscription Fee and / or applicable tax including but not limited to service tax and or charges as and when it becomes due and payable as set out in this Agreement;
(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 terminationfailure on the part of the Affiliate to provide the names, complete address, areas served and number of Subscriber of each LCO served by the Affiliate and also the number of Subscribers directly served by the Affiliate in terms of Clause 12 of the Telecommunication (Broadcasting and Cable Services) Interconnection Regulation, 2004 (as amended from time to time);
(iii) In case of bankruptcy or insolvency of the Affiliate;
(iv) In case of dissolution of the partnership or winding up proceedings against the Affiliate;
(v) In the event of assignment of the Agreement by the Affiliate without prior written approval of SDSPL;
(vi) If the Affiliate voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels in the Areas;
(vii) If the Affiliate in any manner jeopardises or interferes with intellectual property rights referred to in Clause 15 below;
(viii) In the event SDSPL/broadcaster of the Subscribed Channels is subjected to legal, governmental or other adverse action under applicable treaties, Tariffs or Applicable Laws that restrict the right of SDSPL/broadcaster of the Subscribed Channels to provide the Subscribed Channels or any part thereof to the Affiliate or limit the Affiliate's right or authorisation to distribute the Subscribed Channels or in the event of any court order which cannot be reviewed or appealed against, which prevents/restricts SDSPL/broadcaster of the Subscribed Channels to provide the Subscribed Channels to the Affiliate under the terms of this Agreement;
(ix) If the Equipmentare removed from the Installation Address without prior written consent of SDSPL or is being used or intended to be used, at a place other than the Installation Address;
(x) If the Affiliate‟s registration under the Cable Television Networks (Regulation) Act, 1995 is suspended, cancelled, terminated and/or not renewed;
(xi) If the Affiliate is in breach of any of its representations, obligations, warranties contained in this Agreement and/or if the same are found to be untrue;
(xii) In the event of non-disclosure/under-declaration of Local Cable Operators and/or under-declaration or wrong disclosure of Subscriber Base catered directly or through Local Cable Operators;
(xiii) In case the Affiliate (without first negotiating and mutually agreeing upon revised Subscription Fees with SDSPL) distributes / sub-distributes the signals beyond the Areas as agreed under this Agreement;
(xiv) If the Affiliate voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels in the Areas (including but not limited to entering into an agreement / arrangement with another Cable Operator for operational and/or administrative and/or funding purposes, etc.);
(xv) If the Affiliate does not comply with any rules, regulations, orders of TRAI or any other government or statutory body / court or tribunal;
(xvi) If SDSPL or SUN, ceases to distribute or operate any of the Subscribed Channels in the Territory for any reason whatsoever.
(e) SDSPL reserves the right to terminate the Agreement, if the Affiliate is in breach of any representation, warranties or undertaking anytime during the Term.
(f) A breach by Affiliate under this Agreement shall, if SDSPL so elects, also be deemed to be a breach of any or all other agreements between SDSPL and Affiliate, and shall entitle SDSPL to exercise any or all of the remedies set forth in this Agreement and such other agreements. Further, if SDSPL so elects, any breach by Affiliates or its associates of any other agreement between Affiliates or its associates, and SDSPL, shall be deemed a breach of this Agreement and shall entitle SDSPL to exercise any and all of the remedies set forth in this Agreement and such other agreements.
(g) SDSPL‟s rights to terminate the Agreement shall be without prejudice to SDSPL‟s legal and equitable rights to any claims under the Agreement, injunctive relief(s), damages, and other remedies available under Applicable Laws.
(h) The Parties agree that if any of the agreements between SDSPL and its licensors relating to SDSPL‟s right to distribute any of the Subscribed Channels in the Areas is terminated, then the part of the Agreement pertaining to the said Subscribed Channel shall stand terminated. In such an event, fresh Annexure shall be executed between the Parties at mutually agreed terms, subject to applicable law.
(i) The Affiliate hereby acknowledges that if signal of any Subscribed Channel, which was disconnected/deactivated for reason attributable to the Affiliate, needs to be reconnected, the Owner will receive reproducible copies Affiliate shall be liable to pay non–refundable re-activation fee of DrawingsRs.500 per channel per re-activation, Specifications and other documents completed by if SDSPL so elects. Further, the Engineer up to the effective date of terminationAffiliate acknowledges that such re-activation fee does not constitute a penalty.
Appears in 1 contract
Samples: Subscription Agreement
Term Termination. 9.1 10.1 The term Licence Agreement shall enter into force on the Commencement Date and unless otherwise specified in the Order shall have an initial duration of this 12 months, continuing in force thereafter for further periods of twelve months. Either party may terminate the Licence Agreement commences as with effect from the end of the Effective Date and, unless terminated earlier pursuant to any then-current period by giving the other party written notice of such termination not less than 60 days before the expiry 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”)then-current period.
9.2 In addition to any other express termination right set forth elsewhere 10.2 The Licence Agreement may be terminated by notice in this Agreement:
(1) Engineer may terminate this Agreement, effective on written notice to Owner, ifwriting forthwith: (i) Owner by Xxxxx’s, if Customer, having been sent a written reminder, fails to pay any amount when sums payable under the Licence Agreement or any other debt due hereunderto Glass’s within 30 days after the due date; (ii) by either party if the other commits any material breach of any term of the Licence Agreement which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request to remedy the same; (iii) by either party if the other convenes a meeting of its creditors or if a proposal is made for a voluntary arrangement or for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts or if a trustee receiver, administrator or administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up or bankruptcy of the other or for the making of an administration order (otherwise than for the purpose of a solvent amalgamation or reconstruction); and (iv) by Glass’s, if Customer breaches any of the licence terms under this Licence Agreement, and such failure continues more than has not within ten (10) calendar business days of the date of a reasonably detailed written notice, cured all breaches of licence limitations or restrictions.
10.3 Any termination of the Licence Agreement shall be without prejudice to any other rights or remedies a Party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either Party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after Engineer’s delivery such termination which shall include without limitation clause 4 which shall survive termination of written notice thereof; or the Licence Agreement by either Party.
10.4 Within 7 days of the termination of the Licence Agreement (iiwhich shall include termination of the licence to use any back-up copies) there have been three (3) or more such payment failures Customer shall in the preceding twelve (12) month period, regardless case of whether any Products for use with computer equipment at Glass’s sole option either return or destroy all 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 Products in its possession or control and other documents completed by the Engineer up a duly authorised officer of Customer shall certify in writing to the effective date of terminationGlass’s that Customer has complied with this obligation.
Appears in 1 contract
Samples: Data Licensing Agreement
Term Termination. 9.1 The term of this (a) This Agreement commences shall be effective as of the Effective Date and, unless terminated earlier pursuant to any and have a term of one year. This Agreement shall renew at the end of each one year term for another one year term upon Licensee’s payment of the Agreement's express provisionsAnnual Fee for the next one year term, will continue in effect until the parties have performed their obligations under the Agreementsuch as may be invoiced to Licensee by TMNA’s terms and conditions nominee (“Term”presently, ETI).
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 . TMNA 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 without cause upon within thirty (30) calendar days written notice to Licensee. If TMNA terminates this Agreement without cause, Licensee shall receive a pro-rata refund of the Annual Fee that it paid for the current one year term. TMNA may also terminate this Agreement immediately by giving Licensee written notice of termination if Licensee fails to timely pay the Annual Fee for the next one-year term, such as by the due date set forth in the invoice for the Annual Fee for the next one-year term.
(b) If Licensee (i) breaches any of its material obligations hereunder (including without limitation, its obligations under Section 3, 4 or 8) and fails to remedy that breach within thirty (30) days after the non-breaching party provides the breaching party with breach has been called to its attention by written notice of such breach.
(3) Either party may terminate this AgreementTMNA, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent files a petition in bankruptcy, has an order entered or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has a petition in bankruptcy filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subjectit, 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; creditors or otherwise acknowledges insolvency, (iii) is adjudged bankrupt, (iv) commences or is placed in complete liquidation, or (v) applies for or has appointed suffers the appointment of a receiver, trusteewho is not discharged within ninety (90) days after being appointed, custodian, or similar agent appointed by order of for any court of competent jurisdiction to take charge of or sell any material substantial portion of its property or business business; then, and in any such event, TMNA may terminate this Agreement immediately by giving written notice of such termination to Licensee.
9.3 If (c) Sections 3, 4, 6, 8, 9(c), 10, 11 and 12 survive termination or expiration of this Agreement is terminated by either partyAgreement.
(d) Within ten (10) days after the termination or expiration of this Agreement, Licensee shall delete all Toyota Diagnostic Data from any electronic media and destroy all other copies, and shall confirm in writing that it has done 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 terminationforegoing.
Appears in 1 contract
Samples: License Agreement
Term Termination. 9.1 The term A. This Agreement shall continue so long as obligations under or similar to those under Herd Agreements are in effect for the entire Herd.
B. If any one of the Herd Agreements, other than this one, shall be terminated for any reason, this Agreement shall continue in effect and the Dairy and the remaining Herd Owners may seek to obtain one or more Herd Agreements covering that portion of the Herd which was covered by the terminated Herd Agreement(s). If a replacement Herd Agreement is not obtained within one hundred eighty (180) days following the date of termination of the terminated Herd Agreement, this Agreement may be terminated by the Dairy pursuant to subsection 14.C below.
C. This Agreement may be terminated by the Dairy upon ninety (90) days notice to the Boarder so long as the Dairy shall terminate all the Herd Agreements at the same time or has found a replacement Herd Agreement for this Agreement.
D. This Agreement may be terminated by the Boarder (a) if the Boarder together with other Herd Owners having Herd Agreements which together cover a majority of the goats in the Herd notify the Dairy of the termination of the Herd Agreements within a period of twenty (20) days of each other; (b) or the Boarder has found another person who is acceptable to the Dairy to acquire the Boarder's interest in the Herd and to sign a Herd Agreement substantially the same as this one.
E. Upon termination of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any section 14.C or D above, without a replacement Herd Agreement being signed, the Boarder agrees that a committee of three Herd Owners may be appointed by the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions Herd Owners (“Term”).
9.2 In addition or if they fail 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 agree within thirty (30) calendar days after days, by the non-breaching party provides Dairy), which committee shall review all of the breaching party with written notice animals in the Herd and provide to the Boarder and all other Herd Owners a recommended list of such breachassignments to be made to transfer ownership of the animals in the Herd to the Boarder and all other Herd Owners so that the undivided interests of the Boarder and all other Herd Owners in the Herd shall become undivided interests in separate specific animals in the Herd. The objective shall be to provide for a few Herd Owners to own an individual goat so that they might dispose of it or arrange for other boarding more easily. The interests to be created shall be created by transferring each Herd Owner's shares in the herd as a whole to one or, if necessary, more goats. For example, if a Herd Owner has three undivided shares in the Herd as a whole and thirty shares equals the number of shares which would be equivalent to one goat, the Herd Owner would be given three undivided shares out of thirty (or 10%) in one goat and would then have no interest in any other goats in the Herd. The Boarder agrees to this technique and further agrees to execute any documents necessary to accomplish the recommendations of the committee.
(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 F. If this Agreement is terminated by either partywith a replacement Herd Agreement being signed or the Dairy agreeing to assume the Boarder's obligations under this Agreement, Boarder agrees to sell the Boarder's interest in the Herd and execute appropriate transfer documents to the person(s) signing the replacement Herd Agreement or to the Dairy so long as the Boarder shall receive a price at least equal to the price the Boarder originally paid for the Boarder's interest in the Herd.
G. If a replacement Herd Agreement is required to be obtained under any provision of this Agreement or a provision of other Herd Agreements, the Engineer Dairy may assume for its own account the obligations under those provisions and in which case the assumption shall be paid considered the equivalent of a replacement Herd Agreement; provided that in assuming the obligations for all Services performed through the effective date of termination, including reimbursable expenses. In the event of terminationany reason, the Owner Dairy will receive reproducible copies take no actions which would involve the sale or distribution of Drawings, Specifications milk from the Herd in contravention of a Herd Agreement or the laws and other documents completed by applicable regulations of the Engineer up to the effective date State of terminationColorado.
Appears in 1 contract
Samples: Boarding Contract
Term Termination. 9.1 7.1 The initial term (“Initial Term”) of this Agreement shall be for a period of one (1) year commencing on the Effective Date and expiring one (1) year following Licensee’s access to the Branded Platform solution allowing customers to conduct Margin Transactions. Thereafter, the term of this Agreement commences as will automatically be extended for additional successive one-year periods (each, a “Renewal Term”) unless either Party shall have notified the other Party in writing of its desire not to extend the term hereof at least thirty (30) days prior to the end of the Effective Date and, unless terminated earlier pursuant to Initial Term or 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 (“Renewal Term”).
9.2 In addition to any 7.2 Except as expressly provided otherwise hereunder, this Agreement may be terminated in no manner other express termination right set forth elsewhere in this Agreement:than the following
(1a) Engineer may terminate this AgreementBy the Terminating Party, effective on immediately, upon written notice to Owner, the Terminated Party 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 representation or warranty of written notice thereofthe Terminated Party contained herein is untrue in any material respect; or (ii) there have been three if the Terminated Party becomes insolvent, makes an assignment for the benefit of the Terminated Party’s creditors, is unable to meet its debts as they mature (3) or more such payment failures admits in writing to that effect), files or suffers to be filed against it any petition under any provision of any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt or similar law or statute (and in the preceding twelve case of a petition filed against the Terminated Party, such petition shall continue indisposed for a period of thirty (1230) month period, regardless of whether any such failures were timely cured.days);
(2b) Either party may terminate this Agreement By the Terminating Party, effective on immediately, upon written notice to the other party Terminated Party if the other party materially breaches this Agreement through no fault of the terminating party, and such breachTerminated Party: (i) is incapable of cureno longer in good standing with all regulatory authorities to which it is subject; or (ii) being ceases to conduct business substantially as presently conducted; (iii) breaches any provision of this Agreement which is incapable of remedy or which, if capable of cureremedy, remains uncured thirty is not remedied within fourteen (3014) calendar days after the non-breaching party provides the breaching party with days’ written notice from the Terminating Party of such said breach;
(c) By the Terminating Party, effective immediately, upon written notice to the Terminated Party if it becomes unlawful for either Party to perform or comply with any of its obligations hereunder.
7.3 If FXCM determines, in its sole discretion, that Licensee and/or any of Licensee’s customers show abnormal trading activity or have adopted trading strategies aimed at exploiting price misquotes via the White Label Platform or are generally deemed to be acting in bad faith, FXCM will be entitled to: (3i) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purposeupon written notice to Licensee; (ii) becomes insolvent terminate the customer accounts affected by abnormal trading or is generally unable to pay, or fails to pay, its debts as they become dueabuse; and/or (iii) files take any other action FXCM deems necessary to avoid abnormal trading 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 abuse.
9.3 If 7.4 Upon termination of this Agreement is terminated by either partyAgreement, Licensee agrees immediately to cease all use of the Branded Platform, the Engineer Xxxx, Prices, and any and all other intellectual property belonging to FXCM.
7.5 Notwithstanding termination of this Agreement, FXCM shall be paid for pay to Licensee, on the regularly scheduled payment date, all Services performed Maintenance Fees earned but not yet paid, 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.
7.6 Upon termination of this Agreement, each Party agrees to assist and comply with the other Party’s reasonable directions, at the other Party’s sole cost, to cause the orderly transition and migration of services and data in connection with the termination.
7.7 Each Party’s rights of termination hereunder are in addition to all other remedies and rights to which it may be entitled at law or in equity.
Appears in 1 contract
Samples: White Label Agreement (FXCM Inc.)
Term Termination. 9.1 The term of (a) Unless sooner terminated as herein provided for, this Agreement commences as shall remain in full force and effect for a period 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 years from the preceding twelve date first above written (12) month period, regardless of whether any such failures were timely curedthe "Term").
(2b) Either party may terminate this Agreement effective on written notice prior to the other party end of the Term if the other party has materially breaches breached its obligations under this Agreement through no fault of the terminating party, and such breach: (i) breach is incapable of cure; or (ii) being capable of cure, remains uncured not cured within thirty (30) calendar days after written notice from the non-breaching party provides the breaching party with written notice of such breachparty.
(3c) Either party may terminate this Agreement, effective immediately, Agreement prior to the end of the Term 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) party makes or seeks to make a general assignment for the benefit of its creditors; , files a voluntary petition in bankruptcy or (v) applies for reorganization under the bankruptcy laws or has appointed if a receiver, trustee, custodianpetition is filed against it, or similar agent if a receiver or trustee is appointed by order for such other party, upon delivery of any court of competent jurisdiction notice to take charge of or sell any material portion of its property or business the other party.
9.3 If (d) Licensor shall have the right to terminate this Agreement upon notice to Licensee if Licensee ceases to use the Marks for the Services for a period of more than ninety (90) days. Such notice may be given at any time prior to the expiration of such ninety (90) days period, provided Licensee has not resumed use of the Marks prior to the receipt of such notice.
(e) Upon expiration or termination of this Agreement, unless termination is terminated due to a breach by either partyLicensee, Licensor will not use, directly or indirectly, or authorize the Engineer use of the Marks or the URLs, including without limitation in metatags or similar codes, for a period of one (1) year following expiration or termination.
(f) Upon expiration or termination of this Agreement, whether pursuant to this Section 5 or otherwise, Licensee shall be paid for cease all use of the Marks and the URLs and the provision of all Services performed through in association with the effective date of terminationMarks, including reimbursable expenses. In the event of terminationor any word or design confusingly similar to the, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationMarks.
Appears in 1 contract
Samples: License Agreement (Element K Corp)
Term Termination. 9.1 The term of this Agreement commences as and the obligation of the Service Provider with respect to the provision of the Services under this Agreement shall commence on the Effective Date and, unless and shall continue until this Agreement is terminated earlier pursuant to any this Section 6. For the avoidance of doubt, this Agreement shall not terminate solely as a result of the Agreement's express provisionsCommitment Amount having been funded in full, will continue in effect until the parties have performed their obligations under end of the Agreement’s terms and conditions (“Term”Commitment Period or a Monetization Event. Subject to the provision of transition services pursuant to Section 6(e).
9.2 In addition to any other express termination right set forth elsewhere in , this AgreementAgreement may be terminated:
(1i) Engineer may terminate this Agreement, effective on by the mutual written agreement of the Parties;
(ii) by the Company for convenience at any time upon thirty (30) days’ 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.Service Provider;
(2iii) Either party may terminate this Agreement effective on subject to compliance with Section 6(b), by either Party upon written notice to the other party if Party (a “Breach Notice”), in the event such other party Party materially breaches this Agreement through no fault and such breach is incurable or such other Party fails to cure such breach to the reasonable satisfaction of the terminating partynon-breaching Party (A) with respect to breaches of a Party’s payment obligations (when due), and within five (5) Business Days after receipt of such breach: (i) is incapable of cure; written notice, or (iiB) being capable with respect to all other breaches, within fifteen (15) days following receipt of curesuch written notice (or if such breach is not reasonably curable within such fifteen (15)-day period, remains uncured within such longer period as may be agreed by the non-breaching Party in its sole discretion) (as applicable, the “Cure Period”); provided, that in the case of termination by Service Provider, the Company’s breach of this Agreement was not caused primarily by the actions or inactions of Service Provider or any Dedicated Employee or Occasional Employee;
(iv) by the Service Provider upon written notice to the Company in the event that the Company or any of its Affiliates institutes or voluntarily joins in a Challenge with respect to a patent or patent application controlled by Nuvve; provided, that such Challenge was not instituted in response to claims by Nuvve, its Affiliates, or its or their licensees that the Company or its Affiliates is infringing or has infringed a patent or patent application controlled by Nuvve;
(v) by the Service Provider at any time upon ninety (90) days’ written notice to the Company following the Commitment Period if at the time such notice is delivered, the Company has not approved any Business Opportunities that would utilize vehicle-to-grid technology primarily due to the failure to obtain Special Approval; or
(vi) by either Party upon thirty (30) calendar days after the non-breaching party provides the breaching party with days’ written notice of such breach.
(3) Either party may terminate this Agreement, effective immediately, if to the other party: Party following the earliest to occur of (iA) the date that is dissolved the third (3rd) anniversary of the consummation of an initial public offering of the Company, (B) the date that is the third (3rd) anniversary of the date that Nuvve or liquidated its Permitted Transferees no longer own any equity interests in the Company and (C) the date that is the fifth (5th) anniversary of the date on which Nuvve Parent does not, directly or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable indirectly, have the right to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it designate 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 majority of 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 Board.
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.
Appears in 1 contract
Samples: Development Services Agreement (Nuvve Holding Corp.)
Term Termination. 9.1 The term of Term for the Services will be set forth in the Sales Order Documentation. Subject to earlier termination by SKOUT as expressly provided for in this Agreement commences XXXX, this XXXX shall remain in place so long as of Customer is utilizing the Effective Date and, unless Services and until all Sales Order Documentation related to the Services have expired or have been 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”)as provided herein.
9.2 In addition to the event of any other express termination right set forth elsewhere in material breach of this Agreement:
(1) Engineer XXXX by Customer, SKOUT 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 XXXX prior to the other party if the other party materially breaches this Agreement through no fault end of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured Term by giving thirty (30) calendar days after the non-breaching party provides the breaching party with prior written notice to Customer; provided, however, that this XXXX will not terminate if Customer has cured the breach prior to the expiration of such breachthirty (30) day period.
(3) Either party 9.3 SKOUT may terminate this Agreement, effective XXXX immediately, without notice, (a) upon the institution or if a petition is filed, notice is given, a resolution is passed or an order is made, in each case by or against the other party under Applicable Law relating to insolvency, administration, liquidation, receivership, bankruptcy or any other winding up proceedings, (b) upon 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 ’s making an assignment for the benefit of creditors or making a voluntary arrangement with its creditors; ,
(c) upon the other party’s dissolution or ceasing, or threatening to cease to do business or (vd) applies for or has appointed a receiver, trustee, custodianif any event occurs, or proceeding is instituted, with respect to the other party that has the equivalent or similar agent appointed by order effect to any of any court of competent jurisdiction to take charge of or sell any material portion of its property or business the events mentioned in Section 9.3(a) through (c).
9.3 If 9.4 The Sections of this Agreement is terminated XXXX which by either partytheir nature should survive termination or expiration of this Agreement, the Engineer will survive termination or expiration of this Agreement. No refund of invoices shall be paid for all Services performed through the effective date due in any amount on account of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed termination by the Engineer up SKOUT pursuant to the effective date of terminationthis Section 9.
Appears in 1 contract
Samples: End User License Agreement
Term Termination. 9.1 The term (a) This Agreement shall remain valid only for the Term.
(b) This Agreement shall automatically expire by efflux of this Agreement commences as time, i.e. on the completion of the Effective Date andTerm, unless terminated earlier pursuant to any in accordance with applicable laws and/or provisions 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.
(2c) Either party may In the event of a breach by any Party, the other Party shall have the right, as per Applicable Laws, to terminate this Agreement effective on written by giving three weeks‟ notice to the other party if Party clearly giving the other party materially breaches reasons for the proposed action and in the event such breach still remains uncured on expiry of the third week this Agreement through no fault shall stand terminated.
(d) KMSPL shall have the right to forthwith terminate this Agreement and disconnect/deactivate the distribution of signals of the terminating partySubscribed Channels and/or take any other action as may be appropriate, and such breach: upon the occurrence of any of the following:
(i) is incapable of cure; In the event the Affiliate fails to pay the Subscription Fee and / or applicable tax including but not limited to service tax and or charges as and when it becomes due and payable as set out in this Agreement;
(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 terminationfailure on the part of the Affiliate to provide the names, complete address, areas served and number of Subscriber of each LCO served by the Affiliate and also the number of Subscribers directly served by the Affiliate in terms of Clause 12 of the Telecommunication (Broadcasting and Cable Services) Interconnection Regulation, 2004 (as amended from time to time);
(iii) In case of bankruptcy or insolvency of the Affiliate;
(iv) In case of dissolution of the partnership or winding up proceedings against the Affiliate;
(v) In the event of assignment of the Agreement by the Affiliate without prior written approval of KMSPL;
(vi) If the Affiliate voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels in the Areas;
(vii) If the Affiliate in any manner jeopardises or interferes with intellectual property rights referred to in Clause15below;
(viii) In the event KMSPL/broadcaster of the Subscribed Channels is subjected to legal, governmental or other adverse action under applicable treaties, Tariffs or Applicable Laws that restrict the right of KMSPL/broadcaster of the Subscribed Channels to provide the Subscribed Channels or any part thereof to the Affiliate or limit the Affiliate's right or authorisation to distribute the Subscribed Channels or in the event of any court order which cannot be reviewed or appealed against, which prevents/restricts KMSPL/broadcaster of the Subscribed Channels to provide the Subscribed Channels to the Affiliate under the terms of this Agreement;
(ix) If the Equipmentare removed from the Installation Address without prior written consent of KMSPL or is being used or intended to be used, at a place other than the Installation Address;
(x) If the Affiliate‟s registration under the Cable Television Networks (Regulation) Act, 1995 is suspended, cancelled, terminated and/or not renewed;
(xi) If the Affiliate is in breach of any of its representations, obligations, warranties contained in this Agreement and/or if the same are found to be untrue;
(xii) In the event of non-disclosure/under-declaration of Local Cable Operators and/or under-declaration or wrong disclosure of Subscriber Base catered directly or through Local Cable Operators;
(xiii) In case the Affiliate (without first negotiating and mutually agreeing upon revised Subscription Fees with KMSPL) distributes / sub-distributes the signals beyond the Areas as agreed under this Agreement;
(xiv) If the Affiliate voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels in the Areas (including but not limited to entering into an agreement / arrangement with another Cable Operator for operational and/or administrative and/or funding purposes, etc.);
(xv) If the Affiliate does not comply with any rules, regulations, orders of TRAI or any other government or statutory body / court or tribunal;
(xvi) If KMSPL or SUN, ceases to distribute or operate any of the Subscribed Channels in the Territory for any reason whatsoever.
(e) KMSPL reserves the right to terminate the Agreement, if the Affiliate is in breach of any representation, warranties or undertaking anytime during the Term.
(f) A breach by Affiliate under this Agreement shall, if KMSPL so elects, also be deemed to be a breach of any or all other agreements between KMSPL and Affiliate, and shall entitle KMSPL to exercise any or all of the remedies set forth in this Agreement and such other agreements. Further, if KMSPL so elects, any breach by Affiliates or its associates of any other agreement between Affiliates or its associates, and KMSPL, shall be deemed a breach of this Agreement and shall entitle KMSPL to exercise any and all of the remedies set forth in this Agreement and such other agreements.
(g) KMSPL‟s rights to terminate the Agreement shall be without prejudice to KMSPL‟s legal and equitable rights to any claims under the Agreement, injunctive relief(s), damages, and other remedies available under Applicable Laws.
(h) The Parties agree that if any of the agreements between KMSPL and its licensors relating to KMSPL‟s right to distribute any of the Subscribed Channels in the Areas is terminated, then the part of the Agreement pertaining to the said Subscribed Channel shall stand terminated. In such an event, fresh Annexure shall be executed between the Parties at mutually agreed terms, subject to applicable law.
(i) The Affiliate hereby acknowledges that if signal of any Subscribed Channel, which was disconnected/deactivated for reason attributable to the Affiliate, needs to be reconnected, the Owner will receive reproducible copies Affiliate shall be liable to pay non–refundable re-activation fee of DrawingsRs.500 per channel per re-activation, Specifications and other documents completed by if KMSPL so elects.Further, the Engineer up to the effective date of terminationAffiliate acknowledges that such re-activation fee does not constitute a penalty.
Appears in 1 contract
Samples: Subscription Agreement
Term Termination. 9.1 The (a) Subject to the terms and conditions herein, the term of this Agreement commences as of shall commence on the Effective Date and, unless terminated earlier pursuant to any and end on the fifth anniversary of the Agreement's express provisions, will continue in effect until date that VOD Titles under this Agreement are first made available to Subscribers (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:
. Further, the Term shall automatically be extended for additional one (1) Engineer may terminate this Agreementyear periods, effective on unless written notice of termination is given by either Party at least ninety (90) days prior 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 the scheduled date 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 curedtermination.
(2b) Either party may Party shall have the right to terminate this Agreement effective on by giving written notice to the other party Party if the other party Party has materially breaches breached this Agreement through no fault of the terminating party, and such breach: (i) breach shall not have been fully cured; provided, however, that, if such breach is incapable fully curable, such Party shall not have the right to terminate this Agreement unless such Party shall have given written notice to the other Party of cure; or (ii) being capable of cure, remains uncured such breach and the other Party shall have failed to fully cure such breach within thirty (30) calendar days after the non-breaching party provides the breaching party with written such notice of such breachshall have been given.
(3c) Either party may terminate this Agreement, effective immediately, if the other party: If a 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 creditors, (ii) has appointed, voluntarily or involuntarily, any trustee, receiver, to it or a substantial part of its creditors; property, (iii) files, or has filed against it, a voluntary or involuntary petition in bankruptcy or (viv) applies for makes any arrangement or has appointed a receiverotherwise becomes subject to any proceedings under the bankruptcy, trusteeinsolvency, custodian, reorganization or similar agent appointed laws of the United States or any state, and the Party fails to have any involuntary proceeding dismissed within ninety (90) days of service on the Party of notice of such involuntary proceeding, then the other Party shall have the right at any time thereafter to terminate this Agreement by order of any court of competent jurisdiction giving written notice to take charge of or sell any material portion of its property or business such Party.
9.3 If (d) This Section 9(d) and Sections 8, 9(e), 10, 13, 15, 17, 18 and 19 shall survive the expiration or earlier termination of this Agreement is terminated by either partyfor any reason.
(e) Upon the termination of this Agreement, any amounts then due hereunder shall become immediately due and payable. Upon the Engineer expiration or earlier termination of this Agreement, TVN shall immediately discontinue the delivery of the VOD Titles. Not later than thirty (30) days after the expiration or earlier termination of this Agreement, any copies of the VOD Titles in TVN’s possession 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 terminationdestroyed or erased.
Appears in 1 contract
Term Termination. 9.1 The term of this 6.1 This Agreement commences as of shall come into force on the Effective Date and, for an initial term of [***] year (the “Expiration Date”) unless terminated earlier pursuant to any in accordance with the provisions of this Agreement. This Agreement shall automatically be extended for subsequent one-year-periods ending on anniversaries of the Agreement's express provisionsExpiration Date, will continue in effect until unless either Party receives a written termination notice from the parties have performed their obligations under other Party not later than three (3) months prior to the Agreement’s terms and conditions (“Term”)Expiration Date or an anniversary of the Expiration Date.
9.2 In addition 6.2 [***] shall be entitled 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 Agreement ten (10) calendar days after Engineer’s delivery of following written notice thereof; or if zSpace fails to pay the purchase price for any of the Products in accordance with the payment terms hereunder (ii) there have been three (3) or more such payment failures in time being of the preceding twelve (12) month period, regardless of whether any such failures were timely curedessence).
(2) 6.3 Either party may Party shall be entitled to terminate this Agreement effective on written by giving notice in writing to the other party Party to take immediate effect if (a) the other Party commits any material breach of this Agreement and, if the other party materially breaches this Agreement through no fault of breach may be remedied, fails to remedy the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured same within thirty (30) calendar days after the non-breaching party provides the breaching party with receipt of a written notice giving full particulars of such breach.
the breach and requiring it to be remedied; or (3b) 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) Party becomes insolvent or is generally unable to pay, or fails to pay, meet its debts obligations as they become fall 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 an assignment for the benefit of its creditors; , files a petition for bankruptcy, permits a petition in bankruptcy to be filed against it which is not dismissed within ninety (90) days or (v) applies if a receiver is appointed 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 substantial part of its property or business assets.
9.3 If 6.4 Any obligations of the Parties pursuant to those sections which by their nature are intended to survive the expiration or termination of this Agreement, including without limitation, Section 4 (Trademark License), Section 5 ( Ordering and Delivery of Product, Payment Terms), Section 8 (Indemnification, Limitation of Liability) and Section 9 (Confidentiality) shall survive such expiration or termination of 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 terminationremain valid in accordance with their terms.
Appears in 1 contract
Term Termination. 9.1 4.1. The initial term of this Agreement commences as shall be three (3) years from the date when the Equipment is first installed (“Initial Term”) and shall automatically renew for additional one (1) year periods following the expiration of the Effective Date andInitial Term (collectively, 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”); provided, that, either party shall have the right to terminate this Agreement following the Initial Term upon sixty (60) days’ prior written notice to the other party.
9.2 In addition to any other express termination right set forth elsewhere in this Agreement:
(1) Engineer 4.2. Either Party may terminate this Agreement, effective on by written notice to Ownerthe other Party, if: for any Material Breach of this Agreement (ias defined herein) Owner by the other Party, as the case may be, if such breach is not cured within thirty (30) days after the breaching Party receives written notice of such breach from the non-breaching Party; provided, however, that if such breach is not capable of being cured within such thirty-day period and the breaching Party has commenced and diligently continued actions to cure such breach within such thirty-day period, except in the case of a payment default, the cure period shall be extended to 180 days, so long as the breaching Party is making diligent efforts to do so. Such termination shall be effective upon expiration of such cure period.
4.3. For purposes of this Agreement, a Material Breach shall mean:
4.3.1. To the extent permitted by law, failure to make payment of any fee or other amount payable under by this Agreement within 30 days of the due date; or
4.3.2. If either Party breaches any representation or warranty contained herein or made any incorrect representation or warranty in any other document furnished to the other Party in connection herewith; or
4.3.3. If either Party fails to pay perform or observe any amount when due covenant, condition or agreement to be performed or observed by it hereunder, and such failure continues more than ten or breach shall continue unremedied in accordance with this Section 4 after the Party becomes aware of such failure or breach; or
4.3.4. If Sterling without Surna’s consent attempts to remove, sell, transfer, encumber, part with possession, or sublet the Equipment (10) calendar days after Engineer’s delivery of written notice or any portion thereof; or (ii) there have been three (3) or more such payment failures in permit a judgment or other claim to become a lien upon any or all of Sterling’s assets or upon the preceding twelve Equipment; or
4.3.5. If either Party (12a) 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 purposedissolves; (iib) becomes shall be adjudicated insolvent or is generally unable to paya bankrupt, or fails cease, be unable, or admit in writing its inability, to pay, pay its debts as they become due; (iii) files mature, 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 of, or enter into any composition or arrangement with creditors; or (vc) applies shall apply for or has appointed consent to the appointment of a receiver, trustee, custodiantrustee or liquidator of it or of a substantial part of its property, or similar agent appointed by order authorize such application or consent, or proceedings seeking such appointment shall be instituted against it without such authorization, consent or application; (d) shall authorize or file a voluntary petition in bankruptcy or apply for or consent to the application of any court bankruptcy, reorganization in bankruptcy, arrangement, readjustment of competent jurisdiction debt, insolvency, dissolution, moratorium or other similar law of any jurisdiction, or authorize such application or consent; or proceedings 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 such end shall be paid for all Services performed through the effective date of terminationinstituted against it without such authorization, 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 terminationapplication or consent.
Appears in 1 contract
Samples: Equipment, Demonstration and Product Testing Agreement (Surna Inc.)
Term Termination. 9.1 1.2.1 The term of this Agreement commences as of the Effective Date andwill commence on _______, unless 2022. Unless extended or terminated earlier pursuant in accordance with its terms, this Agreement shall terminate at 11:59 p.m. on _________ (the ''Term"). Subject 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 contained in this Agreement:
(1) Engineer , this Agreement may terminate this Agreement, effective on be terminated by either party upon 90 days' prior written notice to Ownerthe other party; provided, if: however, neither party may terminate (iunilaterally) Owner fails this Agreement prior to pay any amount when due hereunder, and __________ unless such failure continues more than ten (10) calendar days after Engineer’s delivery of termination is "for cause" under Section 1.2.2. The Term may be extended only by the parties' mutual 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 curedagreement.
(2) 1.2.2 Either party may terminate this Agreement effective on written (for cause) immediately upon notice to the other party if upon the occurrence of any of the following events: (a) continuous and/or repeated documented problems occur in connection with the other party's performance of its obligations under this Agreement; and/or (b) the other party materially breaches and/or otherwise fails to perform any of such other party's representations, warranties, covenants, and/or obligations contained in this Agreement.
1.2.3 Prior to a party's termination of this Agreement through no fault of the terminating partyfor cause under Section 1.2.2, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching defaulting party provides will provide the breaching alleged defaulting party with prior written notice of such breach.
the alleged default (3the "Default Notice"), which Default Notice will specify with reasonable particularity the default the non-defaulting party believes exists. Commencing on the alleged defaulting party's receipt of the Default Notice, the alleged defaulting party will have ten (10) Either party may terminate this Agreementdays within which to cure or remedy the alleged default(s) (the "Cure Period"); provided, effective immediatelyhowever, if the other party: (inature of the default(s) is dissolved such that it cannot be completely remedied or liquidated cured within the Cure Period, there will not be a default by the alleged defaulting party under this Agreement if the alleged defaulting party begins correction of the default within the Cure Period and thereafter proceeds with reasonable diligence to effectuate the remedy as soon as practicable.
1.2.4 Notwithstanding anything contained in this Agreement to the contrary, termination of this Agreement shall not (a) affect any obligations or takes any corporate action for liabilities accrued prior to such purpose; termination, and/or (iib) becomes insolvent constitute a waiver 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 termination of any court rights, claims, and/or causes of competent jurisdiction to take charge of or sell any material portion of its property or business action the non-defaulting party may have against the defaulting party.
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.
Appears in 1 contract
Samples: Intergovernmental Agreement for Law Enforcement Services
Term Termination. 9.1 The initial term of this Agreement commences as shall be the Initial Term of Agreement set forth in the Effective Date and, unless terminated earlier pursuant to any body of this Agreement (the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Initial Term”).
9.2 In addition . Following the Initial Term, this Agreement shall renew automatically for successive renewal terms of sixty (60) days each, unless Buyer signifies in writing its intent not to renew this Agreement at least thirty (30) days prior to the expiration of the Initial Term or any other express termination right set forth elsewhere subsequent renewal term, as applicable, or Seller signifies in writing its intent not to renew this Agreement:
Agreement at least one hundred and twenty (1120) Engineer days prior to the expiration of the Initial Term or any subsequent renewal term, as applicable. Notwithstanding anything contained herein to the contrary, the Term of this Agreement 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 only be automatically renewed three (3) or more such payment failures times and this Agreement shall terminate upon the expiration of the third renewal term unless otherwise agreed by the Parties in writing. The Initial Term and all renewal terms are collectively referred to herein as the preceding twelve (12) month period, regardless of whether any such failures were timely cured“Term.
(2) Either party may ” Buyer shall have the right to terminate this Agreement effective and any Order issued hereunder at any time without cause on sixty (60) days’ prior written notice to Seller. In addition, this Agreement may be terminated by the non-defaulting Party, at its election, upon five (5) business days’ written notice (or such other party period specified below) to the defaulting Party upon the occurrence of any of the following events: (a) the defaulting Party fails to perform for whatever reason a material term hereof and such failure cannot be cured, or if the other party materially breaches this Agreement through no fault of the terminating partyfailure can be cured, and such breach: (i) it is incapable of cure; or (ii) being capable of cure, remains uncured not cured within thirty (30) calendar days after written notice from the non-breaching party provides defaulting Party specifying the breaching party with written notice nature of such breach.
(3) Either party may terminate this Agreement, effective immediately, if failure is received by the other party: (i) is dissolved or liquidated or takes any corporate action for such purposedefaulting Party; (iib) becomes the defaulting Party is adjudicated insolvent by any court or is generally unable to paytribunal, or fails to payfiles a voluntary petition in bankruptcy, or enters into an arrangement with its debts as they become due; (iii) files creditors, or has filed against it applies for, or consents to, the appointment of a petition for voluntary receiver or involuntary bankruptcy trustee of itself or otherwise becomes subjectits property, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general an assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by suffers or permits the entry of an order adjudicating it to be bankrupt or insolvent or appointing a receiver or trustee of any court of competent jurisdiction to take charge of itself or sell any material portion of its property or business .
9.3 If this Agreement is terminated by either partysuffers an involuntary petition in bankruptcy filed against it to remain undischarged or stayed for a period of sixty (60) days, in which event, no notice to the Engineer defaulting Party shall be paid for required and the Agreement shall immediately and automatically terminate; (c) a direct competitor of Buyer acquires either five percent (5%) or more of the capital stock or substantially all Services performed through of the effective date assets of terminationSeller or any of its affiliates; and/or (d) if any Products threaten to cause, including reimbursable expenses. In or result in, a serious health-related incident, then Buyer may terminate 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 terminationAgreement immediately without notice.
Appears in 1 contract
Samples: Terms and Conditions Agreement
Term Termination. 9.1 (a) The term of this Agreement commences as shall commence on the date hereof and shall expire on December [*], 2019. Thereafter, the term of this Agreement may be renewed for successive three-year terms by the mutual agreement of the Effective Date andParties no later than 24 months prior to the expiration of the term then in effect.
(b) Notwithstanding the foregoing, unless terminated this Agreement shall automatically expire upon the earlier of (i) the termination by both Parties of the commercialization of the Product in Territory B as the result of a Safety Problem pursuant to any Section 7.04(iii) of the Alliance Support Agreement and (ii) the exercise by BMS of the special put option pursuant to Section 7.08 of the Alliance Support 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 (c) The Parties may cause the early termination of this Agreement by the mutual written consent of each of the Parties.
(d) Either Sanofi or BMS shall have the right to any declare termination of this Agreement upon Notice to the other express termination right set forth elsewhere in this AgreementParties, following the first to occur of:
(1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay such other Party shall have (A) voluntarily commenced any amount when due hereunderproceeding or filed any petition seeking relief under Title 11 of the United States Code, and such failure continues more than ten Book VI of the French Commercial Code (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3legislative part as well as regulatory part) or more such payment failures any other bankruptcy, insolvency or similar law of the United States, any state thereof, the French Republic or any other applicable jurisdiction, (B) applied for or consented to the appointment of a receiver, trustee, custodian, sequestrator, conciliator, administrator or similar official for it or for all or substantially all of its property, (C) filed an answer admitting the material allegations of a petition filed against or in the preceding twelve (12) month period, regardless respect of whether it in any such failures were timely cured.
proceeding, (2D) 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 made a general assignment for the benefit of creditors of all or substantially all of its creditors; assets, (E) become unable generally, or admitted in writing its inability to, pay all or substantially all of its debts as they become due or (vF) applies taken corporate action for the purpose of effecting any of the foregoing; or
(ii) an involuntary proceeding shall have been commenced or has appointed any involuntary petition shall have been filed in a court of competent jurisdiction seeking (A) relief in respect of such other Party, or of its property, under Title 11 of the United States Code, Book VI of the French Commercial Code (legislative part as well as regulatory part) or any other bankruptcy, insolvency or similar law of the United States, any state thereof, the French Republic or any other applicable jurisdiction, (B) the appointment of a receiver, trustee, custodian, sequestrator, conciliator, administrator or similar agent appointed by order of any court of competent jurisdiction to take charge of official for such other Party or sell any material portion for all or substantially all of its property or business (C) the winding-up or liquidation of such other Party; and such proceeding or petition shall have continued undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall have continued unstayed and in effect for thirty (30) days.
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.
Appears in 1 contract
Samples: Territory B Product Know How License Agreement (Bristol Myers Squibb Co)
Term Termination. 9.1 The initial term of this Agreement commences (the “Initial Term”) shall begin on the Order Start Date and continue until the Order End Date, as set forth in the Order Form. Unless either Party has given written notice of its intent not to renew this Agreement as provided below, upon the expiration of the Effective Date andInitial Term or any Renewal Term (as defined below), unless terminated earlier pursuant to any this Agreement will automatically renew for subsequent annual terms of twelve (12) months each (each, a “Renewal Term”, and together with the Agreement's express provisionsInitial Term, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”).
9.2 In addition ) on terms and conditions, including with respect to any other express termination right set forth elsewhere in this Agreement:
(1) Engineer the Premium Subscription Fee, then-current for an employer of Employer’s type using the Premium Services. This Agreement may terminate this Agreement, effective on written notice be terminated prior to Owner, ifthe end of the Term: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery by mutual consent of written notice thereofthe Parties; 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 by either Party if the other party materially breaches Party commits a material breach of this Agreement through no fault of the terminating party, and such breach: (i) that is incapable of cure; or (ii) being not capable of cure, remains uncured remedy; (iii) by either Party if the other Party fails to cure any material breach that is capable of remedy within thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of being notified in writing of such material 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) by either Party if the other Party commences a voluntary or involuntary case in bankruptcy or similar proceeding or makes an assignment of all or seeks to make a general assignment substantially all of its assets for the benefit benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order either Party by providing not less than 30 days’ written notice of such Party’s intent to terminate at the end of any court then-current Initial Term or Renewal Term. Upon termination of competent jurisdiction this Agreement, Employer shall be obligated to take charge make any payments then owing to Handshake for any Premium Services received prior to the effective date of or sell any material portion Termination. The provisions of its property or business .
9.3 If this Agreement is terminated by either partyrelating to Confidential Information, Term and Termination, Limitation of Liability, Indemnification and the Engineer “General” section of this Agreement shall be paid for all Services performed through the effective date survive any termination or expiration 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 terminationthis Agreement.
Appears in 1 contract
Term Termination. 9.1 The term This Origination Agreement shall automatically expire and terminate upon the earlier of (i) December 31, 2027 (the “Initial Termination Date”) and (ii) the date upon which either party terminates this Origination Agreement in accordance with its rights to do so prior to the Initial Termination Date. So long as no material breach by either Party shall have occurred which remains uncured, this Agreement commences as of the Effective Date andshall be automatically extended, unless terminated earlier pursuant to without any of the Agreement's express provisions, will continue in effect until action by the parties have performed their obligations under hereto for one (1) additional five (5) year term from and after the Agreement’s terms and conditions Initial Termination Date (the “Extension Term”).
9.2 In addition to . Notwithstanding the foregoing, in the event that (A) a Party shall materially breach any other express termination right set forth elsewhere of its representations, warranties or covenants or shall materially default in this Agreement:
(1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay the performance of any amount when due of its duties or obligations hereunder, and such failure continues more than ten breach or default shall not be substantially cured within sixty (1060) calendar days after Engineer’s delivery of written notice thereof; specifying the breach or (ii) there have default has 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 given by the non-breaching party provides or non-defaulting Party, such non-breaching or non-defaulting Party may, by giving written notice thereof to the breaching party with or defaulting Party, terminate this Agreement for cause as of a future date specified in such notice of termination; (B) an insolvency, bankruptcy or similar proceeding shall have been commenced, or a decree or order of an appropriate court, agency or supervisory authority for the appointment of a conservator, receiver or liquidator shall have been entered against the other Party (the “Bankrupt Party”), then the other Party may, by giving written notice thereof to the Bankrupt Party, terminate this Agreement for cause as of a future date specified in such notice of termination; or (C) a SL Competitor Change of Control shall have occurred, then at any time after SRT shall have received notice of such breach.
(3) Either party may SL Competitor Change of Control, SRT may, by giving written notice thereof to SL, terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for Agreement as of a future date specified in 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 notice of its creditorstermination; or (vD) applies for an SL Change of Control (other than a SL Competitor Change of Control) shall have occurred, then at any time within 30 days after the two year anniversary of such SL Change of Control, SRT may, by giving written notice thereof to SL, terminate this Agreement as of a future date specified in such notice of termination; or has appointed a receiver, trustee, custodian, or similar agent appointed by order of (E) SL shall have materially breached any court of competent jurisdiction to take charge of or sell any material portion of its property obligations, representations, warranties or business .
9.3 If covenants contained in in any agreement between it and SRT regarding the use by SL of SRT’s trademarks and such breach shall not have been cured within the time frame prescribed therein, then SRT may, by giving written notice thereof to SL, terminate this Agreement is terminated by either partyfor cause as of a future date specified in such notice of termination. The representations, warranties and covenants of the Engineer Parties made herein and the respective obligations of each Party hereunder to indemnify and hold harmless the other Party shall survive the termination of this Origination Agreement. Termination of the Origination Agreement in accordance with these provisions shall have no effect on Mortgage Loan applications in process at the time of such termination, which applications 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 processed to the effective date of terminationclosing or denial.
Appears in 1 contract
Samples: Origination Services Agreement (Steward Realty Trust, Inc.)
Term Termination. 9.1 The term 12.1 Subject to the other provisions of this Agreement commences and of this Article 12, this Agreement shall be effective, for each country of the Territory, as of the Effective Date and, unless terminated earlier pursuant and year first above written and shall be in full force and effect with respect to any the Products for a period of fifteen (15) years from the date of first commercial sale of the Agreement's express provisionsfirst Product in such country, will continue provided, however, that the term of this Agreement shall be extended for one additional year, on a country by country basis, for each country 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: which (i) Owner fails to pay any amount when due hereunder, and the first commercial sale of the second Product in such failure continues country shall have been made more than ten (10) calendar days one year after Engineer’s delivery the first commercial sale of written notice thereof; or the first Product in such country and (ii) there LICENSOR shall have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless met all of whether any such failures were timely curedits obligations under Section 12.4 with respect to both Products.
(2) 12.2 Either party may shall have the right to terminate this Agreement effective on written notice by giving to the other not less than ninety (90) days' prior written notice in the event that the other shall, at any time, commit a material breach of any of its obligations hereunder (other than a material breach which would give rise to a right of LICENSOR to terminate this Agreement in whole or in part under Section 12.4 hereof) and fail to cure such material breach during the period of said notice.
12.3 This Agreement may be terminated without further notice by either 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 should become insolvent or is generally unable to pay, should make 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 seek to make a general an arrangement with or an assignment for the benefit of its creditors; or (v) applies for if proceedings in voluntary or has appointed a receiverinvoluntary liquidation or pursuant to any other insolvency law shall be instituted by, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge on behalf of or sell any material portion against the other party or if a receiver or trustee of its the other party' s property or business shall be appointed.
9.3 12.4 This Agreement may be terminated upon written notice by LICENSOR to LICENSEE as to a particular country or countries with respect to a particular Product or Products if LICENSEE has failed to file an application for marketing approval of such Product in such country within one year from the receipt by LICENSEE of a Health Registration Dossier; if however, the applicable regulatory authority in a country requires, as to a Product, proof of regulatory approval or of a free sale certificate (or its equivalent) from some other jurisdiction or requires that LICENSEE conduct additional clinical trials or imposes any additional regulatory requirement, LICENSOR's rights to terminate as to such Product provided in this sentence shall not arise until one year from LICENSEE's receipt of proof of such regulatory approval or of such free sale certificate (or its equivalent), completion of such additional clinical trials or fulfillment of such additional requirement. LICENSEE shall use diligent efforts to achieve approvals for each Product in each country in the Territory. If LICENSEE is required to conduct additional clinical trials in a country in the Territory prior to filing for marketing approval of a Product, LICENSEE shall use diligent efforts to conduct such trial(s), provided the conduct of such trials is commercially reasonable. If the conduct of such trials is not commercially reasonable and LICENSEE has not achieved Net Sales with respect to a Product in such country as required hereunder, LICENSOR shall have the right to terminate LICENSEE's rights with respect to such Product in such country. Subject to suspension of performance hereunder for any period during which Force Majeure requires suspension of performance, this Agreement is shall expire as to any country with respect to a Product if Net Sales of such Product are not made in such country by the earlier of: three (3) years from the date on which LICENSEE received a Health Registration Dossier from LICENSOR for such Product or six months from the date on which such Product may first be sold legally and pricing and/or reimbursement approvals have been received by LICENSEE in such country in the Territory.
12.5 This Agreement may be terminated by either party, LICENSEE with respect to a Product in one or more countries in 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 Territory upon 90 days written notice to the effective date of terminationLICENSOR.
Appears in 1 contract
Term Termination. 9.1 The term of this 6.1 This Agreement commences shall become effective as of the Effective Date anddate first above written, unless terminated earlier pursuant to any and shall terminate thirty (30) days after MACO’s receipt of the last installment as provided in Section 4.1 (3) of this Agreement's express provisions; provided, will continue in effect until the parties have performed their obligations under the Agreement’s terms however, that provisions of Articles 3, 4, 5 and conditions (“Term”)6 shall survive any expiration or termination hereof.
9.2 In addition 6.2 This Agreement shall, at either party’s Option, terminate upon the occurrence of any one or more of the following events and without any prejudice to any other express termination right set forth elsewhere in rights which such party might have under this Agreement:
(1a) Engineer may terminate this Agreementin the event that any application for bankruptcy, effective on written notice to Ownerreceivership, if: liquidation or other similar proceeding against the other party is made by the other party or any third party;
(ib) Owner fails to pay in the event that assets of the other party are seized or attached, in conjunction with any amount when due hereunderaction against the other party by any third party;
(c) in the event that the other party is dissolved, or that a sale of all of the assets of the other party is made;
(d) in the event that the other party breaches any provision of Section 5.1;
(e) in the event the other party shall have been in a breach and/or default (including, but not limited to, a default in making payment of any portion of remuneration provided in Article 4 hereof), and that such failure continues more than ten breach and/or default shall not have been corrected within ninety (1090) calendar days after Engineer’s delivery receipt of written notice thereof; specifying the nature of such breach and/or default, provided that no failure or (ii) there delay on the part of any party to exercise its rights of termination of this Agreement for any one or more of breaches and/or defaults shall be construed to prejudice its rights of termination for any other or subsequent breaches and/or defaults.
6.3 Expiration or termination of this Agreement for any reason whatsoever shall not affect the rights of the parties hereto which shall have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely curedaccrued hereunder.
(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.
Appears in 1 contract
Term Termination. 9.1 The 4.1. This Agreement shall come into force upon the Effective Date and this Agreement shall continue in force for a period of 12 months, unless otherwise terminated in accordance with any other provision of this Agreement (“Initial Term”). Thereafter, Customer may request to renew the term of this Agreement commences as for further 12-month renewal periods (“Renewal Term”) by providing HTI Labs with 30 days’ written notice in advance of the Effective Date and, unless terminated earlier pursuant end of the Initial Term or any subsequent Renewal Term and any such renewal shall be subject to the parties agreeing in writing any changes to the consultancy fees which are to apply to the Agreement and/or to any Orders.
4.2. Either party shall be entitled to terminate this Agreement with immediate effect by written notice if the other shall commit any serious or persistent breach of any of its obligations hereunder and (in the Agreement's express provisions, will continue case of a breach capable of remedy) shall have failed within fourteen days after receipt of a request in effect until writing from the parties have performed their obligations under party not in default to do so to remedy the Agreement’s terms and conditions breach (“Term”such request to contain a warning of an intention to terminate if the breach is not remedied).
9.2 In addition to any other express termination right set forth elsewhere in this Agreement:
(1) Engineer 4.3. The Customer may terminate this AgreementAgreement in whole, effective on or terminate an individual Order, in whole or in part, for convenience at any time with immediate effect by providing 30 days’ 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 curedon HTI Labs.
(2) 4.4. Either party may terminate this Agreement effective with immediate effect 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: party:-
4.4.1. passes a resolution for winding up (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 than for the benefit purpose of its creditors; a bona fide scheme of solvent amalgamation or (vreconstruction) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction shall make an order to take charge of that effect; or
4.4.2. makes any voluntary arrangement with its creditors or sell becomes subject to an administration order; or
4.4.3. has a receiver or administrative receiver appointed over it or over any material portion part of its property undertaking or business assets; or
4.4.4. ceases or threatens to cease to carry on business; or
4.4.5. is the subject of any events or circumstances analogous to the foregoing.
9.3 If 4.5. Upon termination of this Agreement is terminated for whatever cause the Customer shall immediately, without any deductions or set-off, pay HTI Labs all unpaid consulting fees (agreed in an Order, or otherwise agree in writing by either party, the Engineer shall parties) due in relation to services performed up to the date of termination in addition to:
4.5.1. all expenses of the Project Participants due to be paid reimbursed to HTI Labs;
4.5.2. the total value of the Consulting Services (whether for all the avoidance of doubt Consulting Services performed through provided but not yet due to be invoiced in accordance with the effective Order provided in accordance with the Daily Rate invoices in respect of which are not yet submitted) completed up to the date of termination; and
4.5.3. the cost of materials and goods ordered for the Order that HTI Labs has paid or is legally bound to pay, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed has been approved for payment by the Engineer up Customer.
4.6. Upon termination of this Agreement all rights and obligations of the parties under this Agreement shall automatically terminate except such rights of action as shall have accrued prior to the effective date of such termination and any obligations which expressly or by implication are intended to come into or continue in force on or after such termination.
4.7. If any sum payable by the Customer in respect of the Consulting Services is not paid by the due date in accordance with clause 7.4, HTI Labs shall in addition to any other remedy available to it in relation to such non-payment (including without limitation the right to terminate) be entitled to suspend provision of the Consulting Services until such time as payment is made.
Appears in 1 contract
Samples: Master Consulting Agreement
Term Termination. 9.1 9.1. The term Agreement enters into force at the moment that IFS performs a first test transaction (effective date).
9.2. Unless otherwise specified in the Individual Agreement, the Agreement is entered into for a fixed period of this Agreement commences one year as of the Effective Date and, unless terminated earlier pursuant to any of effective date (the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Initial Term”). The Merchant can cancel the Agreement without costs by sending a registered letter to IFS within three days as of signature of the Individual Agreeement, providing the Terminal was not yet delivered.
9.2 9.3. Following the Initial Term or any subsequent term, the contractual term is automatically renewed in accordance with article 9.5, unless one of the parties has terminated the Agreement.
9.4. In addition to any other express termination right case an unlimited period of time has been agreed, as set forth elsewhere out in this Agreement:
(1) Engineer may terminate this the Individual 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 each party may terminate this the Agreement effective on at all times, by means of a written notice and subject to the other party if the other party materially breaches this Agreement through no fault a notice period 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 breachdays.
9.5. In case of a fixed term, as set out in the Individual Agreement or in the present Conditions, the Initial Term of the Agreement is automatically renewed for successive one year periods (3) Either party may terminate this Agreementeach a “Subsequent Term”), effective immediately, if unless 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 partyone of the parties by means of a written notice three (3) months prior to the expiry of the Initial Term, or, as the case may be, of a Subsequent Term. During the Initial Term and/or any Subsequent Term, the Engineer shall Agreement may only be paid terminated for all Services performed through cause in accordance with articles 9.6, 9.7 or 16.
9.6. Articles 9.4 and 9.5 do not affect the effective date right of terminationeach party to terminate the Agreement with immediate effect for cause. A cause is, including reimbursable expensesinter alia, cessation of the Merchant’s business activities in the Territory.
9.7. In Moreover, IFS is entitled to terminate the event Agreement with immediate effect for cause, for instance, in the following situations: • if, after the Agreement has been concluded, IFS becomes aware of terminationcircumstances illustrating that the Merchant misrepresented his business operations, in particular his range of goods or services; • if the Merchant is in payment default in respect of two payments and fails to make these payments in spite of a reminder with a payment deadline, • if the Merchant’s financial situation materially deteriorates (except if the Merchant is subject to judicial restructuring (“réorganisation judiciaire” / ”gerechtelijke reorganisatie”). This can be reflected, inter alia, by filing a petition in bankruptcy, instituting insolvency proceedings or the rejection of initiating such a procedure due to insufficient assets to cover the costs for such proceedings , • if the Merchant repeatedly violates his obligations, or in particular the duty of care obligations under this Agreement, • if the activities of IFS under this Agreement are or become unlawful without an administrative license or if the activities are prohibited by the supervisory authorities, • in case of a change of ownership in respect of the business operations of the Merchant, • if the Merchant objects to the changed requirements under article 14, • in case of criminal conduct of the Merchant; this also applies in case of reasonable suspicion of criminal conduct of the Merchant, • in case of a breach of one of the Merchant’s obligations under article 16 of this Agreement • if a Card Association imposes fines on IFS, due to the Merchant’s negligence.
9.8. Moreover, the Owner will receive reproducible copies of DrawingsMerchant is entitled to terminate the Agreement with immediate effect for cause, Specifications and other documents completed for instance, in the following situations: • if IFS’s financial situation materially deteriorates (except if IFS is subject to judicial restructuring (“réorganisation judiciaire” / ”gerechtelijke reorganisatie”). This can be reflected, inter alia, by filing a petition in • if a Card Association imposes fines on the Engineer up Merchant, due to the effective date of terminationIFS’ negligence.
9.9. Termination notices must be given in writing. Each party is also entitled to terminate the Agreement in part.
Appears in 1 contract
Samples: General Terms and Conditions for Lease/Purchase of Terminal
Term Termination. 9.1 The term of this (A) This Agreement commences shall commence as of the Effective Date andand shall continue through and include May 31, unless terminated 2019 (the "LEASE TERM"), subject to earlier pursuant to any of the Agreement's express provisions, will continue termination as described in effect until the parties have performed their obligations under the Agreement’s terms and conditions Subsections (“Term”)B) or (C) below.
9.2 In addition to any other express termination right set forth elsewhere in this Agreement:
(1B) Engineer may terminate this Agreement, effective on written notice to Owner, ifThe following shall constitute an event of default ("EVENT OF DEFAULT") by Customer: (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) Customer makes or seeks to make a general assignment for the benefit of its creditors, files a voluntary petition in bankruptcy or any petition or answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution or similar relief; (ii) an involuntary petition in bankruptcy, other insolvency protection against Customer is filed and not dismissed with one hundred twenty (120) days; (iii) Customer fails to pay any amount due under SECTION 3 when due and fails to cure such non-payment within ten (10) days after receipt of written notice of default from MCI WorldCom; or (viv) applies for Customer materially fails to observe and perform any other material term or has appointed a receiver, trustee, custodian, or similar agent appointed by order provision 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 and such failure continues for a period of thirty (30) days after written notice of default from MCI WorldCom (or if such failure is terminated not reasonably susceptible of a cure within such thirty (30) day period, cure has not been commenced and diligently pursued thereafter to completion). Upon the occurrence of an Event of Default by either partyCustomer, then MCI WorldCom may terminate this Agreement or the Engineer Term with respect to any Leased Capacity, in whole or in part, in which event MCI WorldCom shall be paid for all Services performed through the effective date of termination, including reimbursable expenseshave no further duties or obligations hereunder. In the event that MCI WorldCom shall, at the request of terminationCustomer, reinstitute the Owner will receive reproducible copies provision of DrawingsServices hereunder, Specifications Customer shall be liable for any costs and expenses arising out of and occasioned by such suspension and reinstitution.
(C) If (i) MCI WorldCom makes a general assignment for the benefit of its creditors, files a voluntary petition in bankruptcy or any petition or answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution or similar relief; (ii) an involuntary petition in bankruptcy, other documents completed insolvency protection against MCI WorldCom is filed and not dismissed with one hundred twenty (120) days; or (iii) MCI WorldCom fails to observe and perform any other term or provision of this Agreement and such failure continues for a period of thirty (30) days after written notice from Customer (or if such failure is not reasonably susceptible of a cure within such thirty (30) day period, cure has not been commenced and diligently pursued thereafter to completion), then Customer may, terminate this Agreement or the Term with respect to any Leased Capacity, in whole or in part, in which event Customer shall have no further duties or obligations hereunder.
(D) Termination of this Agreement shall not operate as a waiver of any breach by a party of any of the Engineer provisions hereof and shall be without prejudice to any rightful remedies of either party which may arise as a consequence of such breach or which may have accrued hereunder up to the effective date of such termination.
Appears in 1 contract
Samples: Capacity Lease Agreement (Communication Telesystems International)
Term Termination. 9.1 The term 13.1 This Agreement shall become effective as of the date hereof and shall continue until the expiration of all Licensed Patent Rights, unless earlier terminated in accordance with Section 13.2 or unless extended or terminated by mutual written agreement of the parties. Upon expiration of all Licensed Patent Rights if this Agreement has not been earlier terminated, CIO shall have a fully paid-up license under the rights granted in Article 2, subject to payment of all royalties and provision of all reports pursuant to Section 13.3.
13.2 This Agreement may be terminated (i) by either party upon the material breach of this Agreement commences as of by 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 party if such breach is not cured within 60 days after written notice from the nonbreaching party; provided, however, that termination of this Agreement is not intended to Ownerbe the sole remedy of either party in the event of a breach of this Agreement by the other party, if: (i) Owner fails and in the event of a breach of this Agreement by one party, the other party shall be entitled, in addition, to pay any amount when all remedies available at law or in equity; and provided, further, that if the material breach is a nonpayment of amounts due hereunder, and such failure continues more than ten (10) calendar cure period shall be 30 days after Engineer’s delivery of such written notice thereof; notice, or (ii) there have been three (3) or more such payment failures in by either party upon the preceding twelve (12) month periodbankruptcy, 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 partyinsolvency, 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 creditors or other act of insolvency by, of or against the other party or its creditorsparent, if any; or (viii) applies for by CIO, at its option, upon 180 days' written notice to CDS; or has appointed a receiver, trustee, custodian, or similar agent appointed (iv) by order of any court of competent jurisdiction CDS pursuant to take charge of or sell any material portion of its property or business Section 7.6.
9.3 If 13.3 Termination of this Agreement is terminated by either party, the Engineer shall be paid without prejudice to (i) CDS's rights to receive royalty payments accrued hereunder and related reports; (ii) each party's rights and obligations under Articles 9, 10 and 14 or (iii) any other rights or remedies available to the parties. Upon termination CIO shall have the right, subject to payment of the royalties and provision of related reports as herein provided, to continue to sell Licensed Products in its inventory at the time of termination, but in no event for all Services performed through more than one year after termination. [*]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
13.4 Notwithstanding anything to the contrary in this Agreement (including but not limited to Section 14.1), CIO shall have the right, upon 180 days' notice to CDS, to terminate the license hereunder with respect only to Licensed Patent Rights sublicensed from UKRF, and not with respect to other rights licensed hereunder. (Such a termination shall be referred to herein as a "Patent Rights Termination".) Upon receipt of notice from CIO of a Patent Rights Termination, CDS shall notify UKRF of such termination and either terminate the UKRF License as of the same date as the Patent Rights Termination or make such other arrangements for fulfilling CDS's obligations under the UKRF License as CDS deems appropriate. As of the effective date of terminationa Patent Rights Termination, (i) CIO's obligations and rights as sublicensee under the UKRF License shall terminate, including reimbursable expensesbut not limited to CIO's obligation to pay royalties for UKRF under Section 3.3; (ii) CIO's royalty payments under Section 3.2 for the GVC Product shall be further reduced to [*] of Net Sales of such product after [*} in aggregate Net Sales for such product have been achieved; and (iii) CIO's royalty payments under Section 3.2 for all other Licensed Products shall be reduced to a flat [*] of Net Sales regardless of the level of Net Sales. In the event of terminationUpon a Patent Rights Termination, the Owner will receive reproducible copies term "Licensed Product" hereunder shall be deemed to mean a sustained-release drug delivery system for use in Ophthalmic Applications, the manufacture, use or sale of Drawings, Specifications and other documents completed which utilizes Know-How owned or controlled by the Engineer up to the effective date of terminationCDS.
Appears in 1 contract
Samples: License and Development Agreement (Control Delivery Systems Inc/Ma)
Term Termination. 9.1 (a) The term of this Agreement commences the Licenses shall commence as of the Effective Date and, unless sooner terminated earlier pursuant to any of the Agreement's express provisionsas provided hereunder, 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 Agreementshall expire as follows:
(1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails As to pay any amount when due hereundereach Licensed Product in each country, and the Licenses shall expire upon the expiration of the last of the Valid Claims of the Licensed Patents to expire with respect to such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or Licensed Product in such country.
(ii) there have been three (3) or more such payment failures The Licenses shall expire in their entirety upon the preceding twelve (12) month period, regardless termination of whether any such failures were timely curedthe all Valid Claims of all Licensed Patents with respect to all Licensed Products in all countries.
(2b) Either Following the expiration of the Licenses with respect to a Licensed Product in a country pursuant to Section 3.12(a)(i), OXiGENE shall have the royalty-free, perpetual right to continue to make, have made, use, sell, offer for sale, have sold and export such Licensed Product in such country. Following the expiration of all Licenses in their entirety pursuant to Section 3.12(a)(ii), OXiGENE shall have the royalty-free, perpetual right to continue to make, have made, use, sell, offer for sale, have sold and export all Licensed Products in all countries.
(c) Each party may shall have the right to terminate this Agreement effective on written the Licenses, upon notice to the other party if party, in the event that such other party materially breaches defaults with respect to any of its material obligations under this Agreement through no fault and does not cure such default within [********] after the receipt 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 a notice from the non-breaching party provides specifying the nature of, and requiring the remedy of, such default (or, if such default cannot be cured within such [*********] period, if the breaching party with written notice does not commence and diligently continue actions to cure same during such [********] period). Any termination pursuant to this Section 3.12(c) shall be without prejudice to any of such breachthe non-breaching party's other rights under this Agreement, and in addition to any other remedies available to it by law or in equity.
(3d) Either party may terminate Provided that OXiGENE is not in material breach of any obligation under this Agreement at the time of any termination of the Licenses pursuant to Section 3.12(c), OXiGENE shall have the right for one year thereafter to dispose of all Licensed Product then in its inventory and to complete manufacture of and dispose of any work-in-progress then being manufactured, as though this Agreement had not terminated. OXiGENE shall pay royalties thereon, in accordance with the provisions of this Agreement, effective immediatelyas though this Agreement had not terminated.
(e) Upon any termination of any of the Licenses, 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 payall relevant sublicenses granted by OXiGENE under this Agreement shall terminate simultaneously, 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 involuntarilynevertheless, to Section 3.12(d).
(f) Termination, relinquishment or expiration of this Agreement for any proceeding under reason shall be without prejudice to any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks rights which shall have accrued to make a general assignment for the benefit of its creditors; either party prior to such termination, relinquishment or (v) applies for expiration. Such termination, relinquishment or has appointed a receiver, trustee, custodian, expiration shall not relieve either party from obligations which are expressly indicated to survive termination or similar agent appointed by order expiration of any court of competent jurisdiction to take charge of or sell any material portion of its property or business this Agreement.
9.3 If (g) Termination, relinquishment or expiration of this Agreement is terminated by either shall not terminate a party's obligation to pay all royalties, milestone payments and other monetary obligations that may have accrued hereunder prior to such termination. All of the Engineer parties' rights and obligations under Sections 1, 2.3, 2.4(b), 2.5, 3.2(b), 3.4, 3.8, 3.11, 3.12(b), (f) and (g), 4.3, 4.6, 4.12, 4.13 and 4.14 shall be paid for all Services performed through the effective date of survive 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 terminationrelinquishment or expiration hereof.
Appears in 1 contract
Samples: Termination Agreement (Oxigene Inc)
Term Termination. 9.1 4.1 The term Initial Term of any particular Order will be set forth in such Order, along with the terms under which an Order will renew (“Renewal Terms”). Absent Renewal Terms in an Order, such Order will renew on a month-to-month basis at the same rates or fees until a successor Order is executed by the parties or termination by Company. The Initial Term and any Renewal Terms are collectively the Term of an Order. The Term of this Agreement commences as of will commence on the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will and continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)last Order hereunder expires or is terminated.
9.2 4.2 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 either party may terminate this Agreement or the relevant Order, effective on written notice to the other party party, if the other party materially breaches this Agreement through no fault of the terminating partyAgreement, 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 immediatelyimmediately upon written notice to the other party, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (iia) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iiib) files or has filed against it 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; (ivc) makes or seeks to make a general assignment for the benefit of its creditors; or (vd) 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 business.
4.3 Upon expiration or termination of the Agreement, Company will discontinue use of the Products. Upon expiration or termination of the Agreement, Supplier shall promptly return or permanently destroy any and all Company Data within its possession and certify in writing to Company that the Company Data has been deleted or destroyed. If Company terminates the Agreement or an Order pursuant to Section 4.2, Supplier shall refund a pro rata portion of amounts pre-paid by Company.
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.
Appears in 1 contract
Samples: Master Purchasing Agreement
Term Termination. 9.1 10.1 The term Licence Agreement shall enter into force on the Commencement Date and unless otherwise specified in the Order shall have an initial duration of this 12 months, continuing in force thereafter for further periods of twelve months. Either party may terminate the Licence Agreement commences as with effect from the end of the Effective Date and, unless terminated earlier pursuant to any then-current period by giving the other party written notice of such termination not less than 60 days before the expiry 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”)then-current period.
9.2 In addition to any other express termination right set forth elsewhere 10.2 The Licence Agreement may be terminated by notice in this Agreement:
(1) Engineer may terminate this Agreement, effective on written notice to Owner, ifwriting forthwith: (i) Owner by Xxxxx’s, if Customer, having been sent a written reminder, fails to pay any amount when sums payable under the Licence Agreement or any other debt due hereunderto Glass’s within 30 days after the due date; (ii) by either party if the other commits any material breach of any term of the Licence Agreement which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request to remedy the same; (iii) by either party if the other convenes a meeting of its creditors or if a proposal is made for a voluntary arrangement or for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts or if a trustee receiver, administrator or administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up or bankruptcy of the other or for the making of an administration order (otherwise than for the purpose of a solvent amalgamation or reconstruction); and (iv) by Glass’s, if Customer breaches any of the licence terms under this Licence Agreement, and such failure continues more than has not within ten (10) calendar business days of the date of a reasonably detailed written notice, cured all breaches of licence limitations or restrictions.
10.3 Any termination of the Licence Agreement shall be without prejudice to any other rights or remedies a Party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either Party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after Engineer’s delivery such termination which shall include without limitation clause 4 which shall survive termination of written notice thereof; or the Licence Agreement by either Party.
10.4 Within 7 days of the termination of the Licence Agreement (iiwhich shall include termination of the licence to use any back-up copies) there have been three (3) or more such payment failures Customer shall in the preceding twelve (12) month period, regardless case of whether any Products for use with computer equipment at Glass’s sole option either return or destroy all 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 Products in its possession or control and other documents completed by the Engineer up a duly authorised officer of Customer shall certify in writing to the effective date of termination.Glass’s that Customer has complied with this obligation.
Appears in 1 contract
Samples: Data Licensing Agreement
Term Termination. 9.1 (a) The term of this Agreement commences as of will commence on the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will and 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 for a period of written notice thereof; or (ii) there have been three (3) years (the “Initial Term”) unless earlier terminated in accordance with the terms hereof. This Agreement will automatically renew for successive one (1) year renewal terms (each, a “Renewal Term,” and collectively along with the Initial Term, the “Term”) unless or more such payment failures in until a party hereto gives the preceding twelve other parties hereto written notice at least sixty (1260) month period, regardless days prior to the termination of whether any such failures were timely curedthe then-current term of its intent not to renew.
(2b) Either party This Agreement 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: be terminated:
(i) is incapable of cure; or (ii) being capable of cureBy either party, remains uncured thirty (30) calendar days after to the non-breaching party provides the breaching party with written notice of such breach.
(3) Either party may terminate this Agreement, effective immediatelyextent permitted under applicable law, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) ceases to function as a going concern, becomes insolvent or is generally unable to payinsolvent, 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 an assignment for the benefit of its creditors; or , files a petition in bankruptcy, permits a petition in bankruptcy to be filed against it and such petition is not dismissed within sixty (v60) applies for or has appointed a receiver, trustee, custodiandays of filing, or similar agent admits in writing its inability to pay its debts as they mature, or if a receiver is appointed over a substantial part of its assets.
(ii) By either party by order reason of any court other material breach of competent jurisdiction this Agreement by the other party which breach has not resulted in a reasonably acceptable plan for remedy or cure or which breach has not been remedied or cured after at least thirty (30) days’ written notice delivered by the aggrieved party to take charge of or sell any material portion of its property or business the other party.
9.3 If this Agreement (iii) By Cybex at any time following the eighteen (18) month anniversary of the Effective Date, upon written notice to eNOVA and the Principals, if eNOVA shall have failed to provide Cybex, during said eighteen (18) month period, with at least two (2) fully functional eNOVA Technology product prototypes that are not based upon or derivative of the DLM Product Line in any manner (each such prototype being hereinafter referred to as a “Non-DLM Prototype”) which Cybex, in its sole discretion, shall have elected to market.
(iv) By Cybex at any time if either Principal is terminated by either party, the Engineer shall be paid unable for all Services performed through the effective date of terminationany reason, including reimbursable expenses. without limitation death or disability, to perform his duties hereunder for a period of more than thirty (30) consecutive days or if a Principal is no longer actively employed on a full-time basis by eNOVA.
(c) In the event of terminationtermination of this Agreement for any reason, the Owner will receive reproducible copies of Drawingsall rights and obligations contained herein which by their nature should survive including, Specifications without limitation Sections 1(e)-(h), 2, 3, 4, 6, 7, 8, and 10-17, shall so survive, and all other documents completed by the Engineer up to the effective date of terminationrights and obligations shall terminate.
Appears in 1 contract
Term Termination. 9.1 (a) The term of this Agreement, with respect to each Product, shall commence on the date hereof and shall expire on December 31, 2018. Thereafter, this Agreement commences as shall be automatically renewed for successive three-year terms, respectively.
(b) The Parties may cause the early termination of this Agreement by the mutual written consent of each 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”)Parties.
9.2 In addition (c) Either BMS or Sanofi shall have the right to any declare termination of this Agreement upon Notice to the other express termination right set forth elsewhere in this AgreementParties, following the first to occur of:
(1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay such other Party shall have (A) voluntarily commenced any amount when due hereunderproceeding or filed any petition seeking relief under Title 11 of the United States Code, and such failure continues more than ten Book VI of the French Commercial Code (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3legislative part as well as regulatory part) or more such payment failures any other bankruptcy, insolvency or similar law of the United States, any state thereof, the French Republic or any other applicable jurisdiction, (B) applied for or consented to the appointment of a receiver, trustee, custodian, sequestrator, conciliator, administrator or similar official for it or for all or substantially all of its property, (C) filed an answer admitting the material allegations of a petition filed against or in the preceding twelve (12) month period, regardless respect of whether it in any such failures were timely cured.
proceeding, (2D) 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 made a general assignment for the benefit of creditors of all or substantially all of its creditors; assets, (E) become unable generally, or admitted in writing its inability to, pay all or substantially all of its debts as they become due or (vF) applies taken corporate action for the purpose of effecting any of the foregoing; or
(ii) an involuntary proceeding shall have been commenced or has appointed any involuntary petition shall have been filed in a court of competent jurisdiction seeking (A) relief in respect of such other Party, or of its property, under Title 11 of the United States Code, Book VI of the French Commercial Code (legislative part as well as regulatory part) or any other bankruptcy, insolvency or similar law of the United States, any state thereof, the French Republic or any other applicable jurisdiction, (B) the appointment of a receiver, trustee, custodian, sequestrator, conciliator, administrator or similar agent appointed by order of any court of competent jurisdiction to take charge of official for such other Party or sell any material portion for all or substantially all of its property or business (C) the winding-up or liquidation of such other Party; and such proceeding or petition shall have continued undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall have continued unstayed and in effect for thirty (30) days.
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.
Appears in 1 contract
Samples: Territory a Product Know How License Agreement (Bristol Myers Squibb Co)
Term Termination. 9.1 The term of this Agreement commences (a) These Professional Services Terms and Provisions will be effective as of the Effective Date and, unless terminated earlier pursuant to any effective date of the Agreement's express provisions, Order and will continue remain in effect until the parties have performed their obligations under Services are completed, the Agreement’s terms and conditions Services are terminated, or the termination date (if any) set out in the Order (the “TermTermination Date”).
9.2 In addition to any other express termination right set forth elsewhere , whichever is later. If no specific Termination Date is designated in this Agreement:
(1) Engineer the Order, Client may terminate this Agreement, effective on the Order and these Professional Services Terms and Provisions upon thirty (30) days written notice to OwnerBlueCrest.
(b) Either party may terminate the Services immediately upon written notice to the other party for cause, if: (i) Owner such party is in breach of a material provision of these Professional Services Terms and Provisions and fails to pay any amount when due hereunder, and cure such failure continues more than ten breach within fifteen (1015) calendar days after Engineer’s delivery of following written notice thereofof such breach; 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) ceases to conduct business in its ordinary course; is incapable of cure; adjudged bankrupt 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 applicable law; (iv) makes or seeks to make has made a general assignment for the benefit of its creditors; files or (v) applies becomes subject as a debtor to a petition in bankruptcy for liquidation or has appointed a receiver, trustee, custodian, reorganization; becomes otherwise insolvent; or similar agent appointed by order of any court of competent jurisdiction admits its inability to take charge of or sell any material portion of pay its property or business debts generally as they become due.
9.3 If this Agreement is terminated by either party(c) Upon the effective date of termination of the Services, BlueCrest will cease performance of the Engineer shall be paid Services. Client will pay BlueCrest for all Services performed through prior to the effective date of terminationtermination plus any additional fees that may be due under the Order, including reimbursable expensesthe fees for the balance of any unused Minimum Hours (as applicable). In For Services performed on a fixed-cost basis, should the event Order be terminated prior to delivery of terminationany milestone or Deliverable, Client will pay BlueCrest at the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer hourly rate for all Services performed up to the effective date of terminationtermination as set forth in the Order. If no hourly rate is designated, Client will pay BlueCrest’s then standard hourly rate for such Services.
Appears in 1 contract
Samples: Professional Services Agreement
Term Termination. 9.1 (a) The term of this Agreement commences as of on the Effective Date andand continues for a period of five years, unless and until terminated earlier pursuant to any of as provided under this Agreement (the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Initial Term”).
9.2 In addition (b) Upon expiration of the Initial Term, this Agreement automatically renews for additional successive five (5) year terms unless and until either Party provides written notice of nonrenewal at least 90 days prior to any other express termination right set forth elsewhere in the end of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”), or unless and until sooner terminated as provided under this Agreement:
(1. If the Term is renewed for any Renewal Term(s) Engineer may terminate pursuant to this Section 13(b), the terms and conditions of this Agreement during each such Renewal Term are the same as the terms in effect immediately prior to such renewal. In the event either Party provides timely notice of its intent not to renew this Agreement, effective then, unless earlier terminated in accordance with its terms, this Agreement terminates on written notice to Ownerthe expiration of the Initial Term or then-current Renewal Term, 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 curedas applicable.
(2c) Either party QMC may terminate this Agreement effective on by providing written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating partyPasaca or a Designee, and such breach: as applicable:
(i) if Pasaca or such Designee breaches any provision of this Agreement, and either the breach cannot be cured or, if the breach can be cured, it is incapable of cure; not cured by Pasaca or (ii) being capable of cure, remains uncured thirty (30) calendar such Designee within 30 days after the non-breaching party provides the breaching party with Pasaca or such Designee’s receipt of 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) if Pasaca or such Designee becomes insolvent or is generally unable to payfiles, or fails to pay, its debts as they become due; (iii) files or has filed against it it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, pursuant to any proceeding under any domestic or foreign bankruptcy or other insolvency law; (iv) , makes or seeks to make a general assignment for the benefit of its creditorscreditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property, or is generally unable to pay its debts as they become due; or
(iii) if Pasaca or such Designee sells, transfers or disposes of all or substantially all of its assets, or merges or consolidates with any other entity.
(d) Pasaca may terminate this Agreement by providing written notice to QMC:
(iv) if QMC breaches any provision of this Agreement, and either the breach cannot be cured or, if the breach can be cured, it is not cured by QMC within 30 days after QMC’s receipt of written notice of such breach;
(v) applies for if QMC becomes insolvent or files, or has appointed filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, trustee, custodianor custodian for a substantial part of its property, or similar agent appointed by order is generally unable to pay its debts as they become due; or
(vi) if QMC sells, transfers or disposes of any court of competent jurisdiction to take charge of all or sell any material portion substantially all of its property assets, or business merges or consolidates with any other entity.
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.
Appears in 1 contract
Term Termination. 9.1 The term 4.1 This Agreement shall become effective upon its execution by both parties and shall continue in force for a period of this Agreement commences as two (2) years (hereinafter, the "Term") provided that VCI sells at least two (2) CMS systems during the first 180 days of the Effective Date and, Term to Introduced Parties and eight (8) CMS systems during the first year of the Term to Introduced Parties. This Agreement shall be extended automatically for additional one-year periods unless terminated earlier pursuant to any by one of the Agreementparties hereto on sixty (60) days notice to the other party prior to the expiration of the then current term. If VCI does not sell the number of systems as described herein, this Agreement may be canceled by VCI after the first year of the Term. Notwithstanding the same, Vanco's express provisionsobligation to provide ongoing technical support to Introduced Parties as set forth in Section 2.4, will continue shall remain 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 for a period 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.
two (2) years after the termination of this Agreement. The sale of a CMS system to Skills Communities Ltd. shall be included as a sale of a CMS system to an Introduced Party notwithstanding that Vanco is not entitled to receipt of the Commission or Maintenance Fee in conjunction with such sale.
4.2 Either Party shall be entitled to terminate this Agreement forthwith, by written notice, should the other party fail to comply with its material obligations in this Agreement and does not remedy such non-compliance within thirty (30) days after receipt of notice from the other party that it intends to terminate this Agreement if such failure is not corrected.
4.3 Either party may terminate this Agreement effective on written notice to the other party forthwith, by notice, if the other party materially breaches this Agreement through no fault is declared insolvent or bankrupt, or makes an assignment for the benefit of the terminating partycreditors, 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) shall have a receiver or trustee appointed for its business or property or is dissolved or liquidated or takes otherwise ceases business, and such declaration or execution, or appointment is not canceled within forty five (45) days.
4.4 Unless expressly stated otherwise, upon the termination, cancellation or expiration of this Agreement, neither party shall be responsible or liable to the other for consequential or incidental damages of any corporate action kind, regardless of whether such party had advance notice of the possibility of such damages.
4.5 Upon the termination of this Agreement for such purpose; any reason whatsoever:
(i) VCI shall continue to pay all amounts due to Vanco under the terms of this Agreement for sales previously made to Introduced Parties and/or any amounts due to Vanco in accordance with Section 3.6 above.
(ii) becomes insolvent or is generally unable Vanco shall refer all inquiries to pay, or fails to pay, its debts as they become due; VCI in a timely manner;
(iii) files or has filed against it a petition Vanco shall continue to provide technical support to the Introduced Parties 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 such period as agreed by the Engineer up to the effective date of termination.parties in accordance with Section 2.5 above;
Appears in 1 contract
Samples: Representation and Technical Support Agreement (Virtual Communities Inc/De/)
Term Termination. 9.1 20.1 The term of this Agreement commences as of shall commence on the Effective Commencement Date and, unless earlier terminated earlier pursuant to any of the Agreement's express provisionsor extended as provided below, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions shall end twenty-four (24) months later (“Term”).
9.2 In addition to any other express termination right set forth elsewhere in ) provided that this Agreement:
(1) Engineer may terminate this Agreement, effective Agreement shall be automatically renewed on a yearly basis upon expiry thereof unless either Party provides 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 termination 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 Party at least thirty (30) calendar days prior to the end of the then current Term.
20.2 This Agreement may be terminated as follows:
(a) If a Party (hereinafter referred to as “the Defaulting Party”):
(i) shall hereto commit or permit any material breach of any of the obligations herein contained and on its part to be performed or observed and shall not have remedied such breach (if capable of remedy) within fourteen (14) days after written notice shall have been given to it by any other Party requiring such remedy;
(ii) shall go into voluntary liquidation otherwise than for the purpose of reconstruction or amalgamation or an Order of Court is made for its compulsory liquidation or being an individual shall become bankrupt or have a receiving order made against any of his assets;
(iii) shall enter into any composition or arrangement with its creditors;
(iv) shall have a receiver appointed over the whole or any part of its undertaking or assets;
(v) shall suffer any encumbrances taking possession of or a receiver or trustee being appointed over the whole or any part of its undertaking, property or assets; or
(vi) shall have an order made against it or have a resolution passed for its winding-up, otherwise than for the purpose of a reconstruction or amalgamation previously approved by the other Party. then and in any such event (hereinafter referred to as an “Event of Default”) the Party not in default (the “Non-Defaulting Party”) shall be entitled (but shall not be obliged) to give notice in writing to terminate this Agreement to the Defaulting Party within fourteen (14) days from the date of which the Non-Defaulting Party becomes aware of the occurrence of the Event of Default.
20.3 This Agreement shall be terminated automatically and immediately without any prior notice if any of the following events shall occur:
(a) When the Company or any of its directors and/or business owners of the Company has been blacklisted by the Bank and/or Card Associations;
(b) The Card Associations de-registers iPay88 or the Bank ceases to be a member of the Card Associations for any reason whatsoever;
(c) The Company is involved in fraudulent, counterfeit, suspicious and/or wrongful activity;
(d) The Company enters into another agreement under a new name with the intention to circumvent the provisions of the Standards;
(e) The Company carries out activities that causes the Bank and/or iPay88 to violate the Standards; or
(f) The Company performs any other activities that may result in undue economic hardship or damage to the goodwill of the system of the Card Associations;
(g) Irregular transactions by the Company, excessive chargebacks as listed under the Excessive Chargeback Program, non-breaching party provides compliance with any applicable data security standards as determined by iPay88, Card Associations and/or the breaching party with written notice Bank, or any other circumstances which, in the discretion of iPay88, the Bank and/or Card Associations, may increase the risk exposure of such breachparties or otherwise present a direct or indirect financial or security risk to such parties;
(h) A violation by the Company of any laws and/or Standards; or
(i) The Company processes more than United State Dollars One Hundred Thousand (USD100,000.00) only annually (based upon the date its account is approved) for any cards and does not enter into a merchant agreement directly with the Bank.
20.4 Upon the termination of this Agreement, the following provisions shall apply:
(a) The Company shall cease all use of the Services, any pending transactions to be performed under the Services will be cancelled, and the Company’s account will be terminated.
(3b) Either party The Company may terminate not use closure of its account as a means of evading investigation - if an investigation is pending at the time the Company closes its account, iPay88 may continue to hold its funds for up to one hundred and eighty (180) days as appropriate to protect iPay88 against the risk of reversals. If the Company is later determined to be entitled to some or all of the funds in dispute, iPay88 will release those funds to the Company within thirty (30) days. The Company will remain liable for all obligations related to its account even after such account is closed.
(c) Notwithstanding termination of this Agreement, effective immediatelythe Company shall remain liable for any obligations accrued prior to the termination of this Agreement, if the other party: (i) is dissolved or liquidated or takes including, but not limited to, 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 charged back and/or reversed transactions.
9.3 20.5 If this Agreement is the Company does not access its account for a period of three years, it will be terminated by either party, iPay88 without further notice. After the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expensesiPay88 will use the accounts and/or address information the Company provided to try to send the Company any funds that iPay88 is holding in custody for the Company. In If that information is not correct, and iPay88 is unable to complete the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up payment to the effective date of terminationCompany, its funds will be subject to the laws applicable to unclaimed property and monies.
Appears in 1 contract
Samples: Merchant Agreement
Term Termination. 9.1 (a) The initial term of this Agreement commences as of the Effective Date andwill be two years (“INITIAL TERM”), unless it is terminated earlier pursuant to any of the Agreement's express provisionsin accordance with its terms. Thereafter, this Agreement will continue in effect until for successive twelve month periods (each a “RENEWAL TERM”) so long as such continuance is specifically approved at least annually (i) by the parties have performed their obligations under vote of a majority of those members of the Board who are not interested persons of any party to this Agreement’s terms , cast in person at a meeting called for the purpose of voting on such approval, and conditions (ii) by the Board or by vote of a majority of the outstanding voting securities of the Fund. For purposes of this Agreement, “SERVICES PERIOD” means the Initial Term and any Renewal Term. The Services Period will be divided into (i) consecutive annual periods of twelve months each that commence on October 1 and expire on September 30 (each, an “ANNUAL PERIOD”), (ii) each Annual Period will be divided into four consecutive, three-month periods (each, a “QUARTERLY PERIOD”), and (iii) each Quarterly Period will be divided into three consecutive calendar months (each, a “MONTHLY PERIOD”).
9.2 In addition to (b) Notwithstanding any other express termination right set forth elsewhere contrary provision in this Agreement, this Agreement may be terminated as follows:
(1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails This Agreement will terminate automatically upon the effective date of the termination of the Advisory Agreement with respect to pay the Fund for any amount when due hereunderreason (whether by the Trust, and such failure continues more than ten (10) calendar days after Engineer’s delivery by the Adviser, or by operation of written notice thereof; or law).
(ii) there have been three This Agreement may be terminated as to the Fund at any time by the Adviser or by the Trust (3) or more such payment failures in by vote of the preceding twelve (12) month period, regardless majority of whether those members of the Board who are not interested persons of any such failures were timely cured.
(2) Either party may terminate to this Agreement effective or by vote of a majority of the outstanding voting securities of the Fund) on sixty days written notice to the other party if Sub-Adviser, or by 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 Sub-Adviser on one hundred eighty days after the non-breaching party provides the breaching party with written notice to the Trust, provided that in the case of such breachtermination by the Trust or the Sub-Adviser, notice shall be given simultaneously to the Adviser.
(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 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 will terminate immediately 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 terminationits assignment.
Appears in 1 contract
Samples: Sub Advisory Agreement (PNC Funds)
Term Termination. 9.1 The term (a) Subject to each Party's right to terminate pursuant to Section 3 (i) of this Agreement, and subsection 10 (b), (c), (d), (e), (f), and (g) below, this Agreement commences shall be effective as of the Effective Date andhereof and shall continue for an Initial Term that ends [***] years from the Commencement Date. Notwithstanding the foregoing, unless the Parties agree that at any time after the first thirty (30) months following the Commencement Date, either Party has the right to terminate this Agreement and all obligations contained herein provided that it has given no less than ninety ( 90) days prior written notice to the other Party. Provided that this Agreement is not terminated earlier prior to the expiration of the Initial Term, this Agreement shall be automatically renewed upon the expiration of the Initial Term for successive -------------------------- [***] Confidential treatment has been requested for this portion pursuant to any Rule 406 promulgated under the Securities Act of 1933, as amended. Renewal Terms of two (2) years each from the date of expiration of the previous Initial Term or Renewal Term, as applicable. Such renewal shall not be effective if, at least ninety (90) days prior to the termination of the Initial Term or the then current Renewal Term, either Party shall have notified the other in writing of its decision not to renew this Agreement's express provisions. If the terms hereof are to be amended in connection with any Renewal Term, will continue an appropriate addendum shall be executed by both Parties and added hereto reflecting, as applicable, the revised terms hereof.
(b) If there is a material default by either Party in effect until the parties have performed their obligations under performance of the Agreement’s terms and conditions of this Agreement, and such default shall continue for a period of thirty (“Term”30) days after receipt by the defaulting Party of written notice thereof from the non-defaulting Party (setting forth in detail the nature of such default), then this Agreement shall terminate at the option of the non-defaulting Party as of the thirty-first (31st) day following the receipt of such written notice. If, however, the default cannot be remedied within such thirty (30) day period, such time period shall be extended for an additional period of not more than thirty (30) days, so long as the defaulting Party has notified the non-defaulting Party in writing and in detail of its plans to initiate substantive steps to remedy the default and diligently thereafter pursues the same to completion within such additional thirty (30) day period.
9.2 (c) This Agreement shall be deemed terminated, without the requirement of further action or notice by either Party, in the event that either Party, or a direct or indirect holding company of either Party, shall become subject to voluntary or involuntary bankruptcy, insolvency, receivership, conservatorship or like proceedings (including, but not limited to, the takeover of such Party by the applicable regulatory agency) pursuant to applicable state or federal law and such proceedings are not dismissed within sixty (60) days of initiation thereof.
(d) In addition the event that Company divests itself of its on-line business(es), FUSA shall have the right to immediately terminate this Agreement and all of its obligations contained herein upon notice to Company.
(e) In the event that any other express material change in any federal, state or local law, statute, operating rule or regulation, or any material change in any operating rule or regulation of either MasterCard or Visa makes the continued performance of this Agreement under the then current terms and conditions demonstratively economically infeasible or illegal, then FUSA shall have the right to terminate this Agreement upon ninety (90) days advance written notice. Such written notice shall include a detailed explanation and evidence of the demonstratively economically infeasible condition imposed.
(f) In the event that the Company enters into any merger, acquisition, transfer of control or sale of substantially all of its assets to, or any similar transaction with, (a) any competitor of FUSA or any entity that owns a competitor of FUSA, or (b) any entity that due to its products, services and/or reputation creates a demonstrable and material conflict of interest for FUSA, then, FUSA shall have the right to terminate this Agreement upon thirty (30) days notice.
(g) In the event that the Company enters into any merger, acquisition, transfer of control or sale of substantially all of its assets to, or any similar transaction with, a primary competitor of FUSA which due to the primary competitor's products and services creates a economically infeasible material conflict of interest for the Company, then, the Company shall have the right to terminate this Agreement upon no less than one hundred and eighty (180) days written notice, which written notice shall (if permissible) include an explanation of the circumstances surrounding such termination. Notwithstanding the foregoing, in no event shall the termination be effective during the first Year following the Commencement Date of this Agreement. If, upon the consummation of such a transaction, the party with whom Company has entered into such transaction does not request an exclusive relationship with the Company, then FUSA shall have the right to purchase advertising at the Company's then commercially reasonable standard rate, quality, quantity, and terms as for the Products offered pursuant to this Agreement.
(h) In the event that any representation or warranty set forth elsewhere in Section 7 of this Agreement is breached, then the non-breaching Party shall have the right to immediately terminate this Agreement and all of its obligations contained herein by notice to the breaching Party.
(i) Upon termination of this Agreement:
(1i) Engineer may terminate Company and FUSA shall work together toward an orderly termination of this Program;
(ii) Each Party shall promptly return to the other any materials that have been supplied by such Party, if any, including without limitation all Confidential Information;
(iii) All Accounts which have been opened pursuant to the terms hereof, together with all Accounts for which applications have been received but not yet processed by FUSA as of the effective date of such termination, shall remain the sole and exclusive property of FUSA;
(iv) FUSA shall have the right, but not the obligation, prior to the expiration date inscribed on the Products, to reissue cards or Products previously issued to Account holder or Account members pursuant to this Agreement and to issue card or Products to applicants whose applications are received after the effective date of such termination, in its own name and without any reference to Company on such cards or Products;
(v) Notwithstanding any other provision of this Agreement, effective on written notice to Ownerand for the avoidance of doubt, if: , in any given Contract Year, this Agreement is terminated pursuant to Section 3 (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 the reason, then Company will have no obligation to refund to FUSA any such failures were timely cured.unearned Advance Payments and any unearned portion of the Subscriber Growth Advance with respect to the preceding Contract Year, essentially the Contract Year in which the Account Goal was not met. The Company will have an obligation to refund any unearned Advance Payments and any unearned portion of the Subscriber Growth Advance with respect to the current Contract Year, essentially the Year in which notice of termination is rendered;
(2vi) 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 partyFUSA pursuant to Sections 10 (b), (d), (f), or by the Engineer Company pursuant to Section 10 (a) or (g), then, Company shall be paid for all Services performed through required to remit to FUSA any unearned portion of the Advance Payments and any unearned portion of the Subscriber Growth Advance payment relating to that Contract Year as of the effective date of termination, including reimbursable expenses. In if any.
(vii) If this Agreement is terminated by Company pursuant to Section 10 (b), Section 10 (c), Section 10 (e), or any other provision hereof, or by FUSA pursuant to Section 10 (a) or Section 10 (e) then, Company shall have the event right to retain the entire amount of termination, any Advance Payments and any Subscriber Growth Advance paid made as of the Owner will receive reproducible copies day notice of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.termination was rendered;
Appears in 1 contract
Samples: Financial Services Marketing Agreement (Juno Online Services Inc)
Term Termination. 9.1 The term of (a) Unless otherwise provided, this Agreement commences as shall be in effect for a period of five (5) years beginning on the date of execution hereof; provided, however, that if not terminated pursuant to the provisions of Section 6(b) hereof, upon expiration of the Effective Date andinitial term or any extension thereof, this Agreement shall be automatically renewed for successive one (1) year terms unless terminated earlier pursuant by either party for any reason or no reason on at least ninety (90) days notice prior to any the end 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”)initial term or any renewal term.
9.2 In addition to any other express termination right set forth elsewhere in this Agreement(b) This Agreement may be unilaterally terminated as follows:
(1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails A party (the "Terminating Party") shall have the 3 right 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 due to the other party if party's (the other party materially breaches this Agreement through no fault "Non-terminating Party") breach of any obligation incurred hereunder, which breach has not been cured by the Non-terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured Party thirty (30) calendar days after the nonfollowing receipt by such Non-breaching party provides the breaching party with terminating Party of written notice of such breach.;
(3ii) Either party may META shall be free to terminate this Agreement, effective immediatelyupon thirty (30) days notice to RSI, in the event the APS products or services become the subject of a bona fide infringement or similar claim;
(iii) META shall be free to terminate this Agreement, upon fifteen (15) days written notice if RSI fails to develop acceptable, commercially viable deliverables within the dates set forth in Exhibit 2.
(c) Upon termination or expiration of this Agreement for any reason the following will apply:
(i) Subject to Section 13, each party shall immediately return to the other party all originals and copies in its possession of all documents and other tangible media containing, embodying or otherwise incorporating the Disclosing Party's Confidential Information (as such terms are defined in Section 11 hereof).
(ii) Subject to Section 13, each party shall cease all use of 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; 's Confidential Information.
(iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subjectSubject to Section 14, voluntarily or involuntarily, each party shall be free to any proceeding under any domestic or foreign bankruptcy or insolvency law; use the jointly developed Inventions (as such term is defined in Section 13 hereof).
(iv) makes The parties shall continue to split reduced Royalties on APS goods or seeks to make a general assignment services sold as described in Section 7 for the benefit of its creditorsthree (3) year period following termination or expiration; or (v) applies for or has appointed a receiverprovided however, 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 that if this Agreement is terminated by either partyMETA pursuant to Section 6(b)(i), the Engineer (ii) and/or (iii) hereof, or RSI terminates this Agreement pursuant to Sections 6(a) or 18, all Royalties payable to RSI shall be paid for all Services performed through immediately cease upon the effective date of termination; provided further, that if RSI terminates this Agreement pursuant to Section 6(b)(i), (ii) and/or (iii) or META terminates this Agreement pursuant to Sections 6(a) or 18, then RSI's Royalty shall be * * * for such three (3) year period.
(v) Termination shall not affect any rights of clients to use the APS goods or services previously sold.
(vi) Each party's obligations set forth in this Agreement or any schedule or exhibit hereto shall cease except for those obligations in Sections 11, 12, 13, 14, 15 and 17.
(vii) To the extent not earned, RSI shall immediately return the Advance Royalty (as such term is defined in Section 7(b). 4
(d) Neither party will be liable to the other for damages of any kind, including reimbursable expensesincidental or consequential damages, because of the termination of this Agreement in accordance with its terms or the failure to renew this Agreement for any subsequent period. In the event Except as expressly provided in this Agreement, RSI waives any right it may have to receive any compensation or reparations on termination of termination, the Owner this Agreement under any law or otherwise. No party will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up be liable to the effective date other because of termination of this Agreement for reimbursement or damages for the loss of goodwill, prospective profits or anticipated income, or on account of any expenditures or commitments made by either party or for any other reason whatsoever based upon or arising out of such termination.
Appears in 1 contract
Samples: Application Productivity Strategies Development and Services Agreement (Meta Group Inc)
Term Termination. 9.1 (a) The term of this Agreement commences the Licenses shall commence as of the Effective Date and, unless sooner terminated earlier pursuant to any of the Agreement's express provisionsas provided hereunder, 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 Agreementshall expire as follows:
(1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails As to pay any amount when due hereundereach Licensed Product in each country, and the Licenses shall expire upon the expiration of the last of the Valid Claims of the Licensed Patents to expire with respect to such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or Licensed Product in such country.
(ii) there have been three (3) or more such payment failures The Licenses shall expire in their entirety upon the preceding twelve (12) month period, regardless termination of whether any such failures were timely curedthe all Valid Claims of all Licensed Patents with respect to all Licensed Products in all countries.
(2b) Either Following the expiration of the Licenses with respect to a Licensed Product in a country pursuant to Section 3.12(a)(i), OXiGENE shall have the royalty-free, perpetual right to continue to make, have made, use, sell, offer for sale, have sold and export such Licensed Product in such country. Following the expiration of all Licenses in their entirety pursuant to Section 3.12(a)(ii), OXiGENE shall have the royalty-free, perpetual right to continue to make, have made, use, sell, offer for sale, have sold and export all Licensed Products in all countries.
(c) Each party may shall have the right to terminate this Agreement effective on written the Licenses, upon notice to the other party if party, in the event that such other party materially breaches defaults with respect to any of its material obligations under this Agreement through no fault of the terminating party, and does not cure such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar default within 60 days after the receipt of a notice from the non-breaching party provides specifying the nature of, and requiring the remedy of, such default (or, if such default cannot be cured within such 60-day period, if the breaching party with written notice does not commence and diligently continue actions to cure same during such 60-day period). Any termination pursuant to this Section 3.12(c) shall be without prejudice to any of such breachthe non-breaching party's other rights under this Agreement, and in addition to any other remedies available to it by law or in equity.
(3d) Either party may terminate Provided that OXiGENE is not in material breach of any obligation under this Agreement at the time of any termination of the Licenses pursuant to Section 3.12(c), OXiGENE shall have the right for one year thereafter to dispose of all Licensed Product then in its inventory and to complete manufacture of and dispose of any work-in-progress then being manufactured, as though this Agreement had not terminated. OXiGENE shall pay royalties thereon, in accordance with the provisions of this Agreement, effective immediatelyas though this Agreement had not terminated.
(e) Upon any termination of any of the Licenses, 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 payall relevant sublicenses granted by OXiGENE under this Agreement shall terminate simultaneously, 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 involuntarilynevertheless, to Section 3.12(d).
(f) Termination, relinquishment or expiration of this Agreement for any proceeding under reason shall be without prejudice to any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks rights which shall have accrued to make a general assignment for the benefit of its creditors; either party prior to such termination, relinquishment or (v) applies for expiration. Such termination, relinquishment or has appointed a receiver, trustee, custodian, expiration shall not relieve either party from obligations which are expressly indicated to survive termination or similar agent appointed by order expiration of any court of competent jurisdiction to take charge of or sell any material portion of its property or business this Agreement.
9.3 If (g) Termination, relinquishment or expiration of this Agreement is terminated by either shall not terminate a party's obligation to pay all royalties, milestone payments and other monetary obligations that may have accrued hereunder prior to such termination. All of the Engineer parties' rights and obligations under Sections 1, 2.3, 2.4(b), 2.5, 3.2(b), 3.4, 3.8, 3.11, 3.12(b), (f) and (g), 4.3, 4.6, 4.12, 4.13 and 4.14 shall be paid for all Services performed through the effective date of survive 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 terminationrelinquishment or expiration hereof.
Appears in 1 contract
Samples: Termination Agreement (Oxigene Inc)
Term Termination. 9.1 The term of this Survival ---------------------------
16.1 This Agreement commences as of is effective from the Effective Closing Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will and shall continue in effect until thereafter during the parties have performed their obligations under the Agreement’s terms and conditions (“Term”), unless otherwise terminated in accordance herewith.
9.2 In addition 16.2 Without prejudice 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 rights and remedies provided for 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 either Party hereto may terminate this Agreement, effective immediately, if upon written notice to any other Party, upon the other partyoccurrence of any of the following events or conditions: (i) is dissolved the other Party applies for or liquidated consents to the appointment of, or takes any corporate action for such purpose; the taking of possession by a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (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) the other Party makes or seeks to make a general assignment for the benefit of its creditors; , (iii) the other Party commences a voluntary proceeding under the bankruptcy, insolvency or similar laws relating to relief from creditors generally, (iv) the other Party fails to contest in a timely or appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary proceeding under the bankruptcy, insolvency or similar laws relating to relief from creditors generally, or any application for the appointment of a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property or its liquidation, reorganization, dissolution or winding-up, or (v) applies the other Party is in material breach of this Agreement. In addition, and without prejudice to any rights and remedies provided for or has appointed hereunder, Nortel Networks may terminate this Agreement, effective immediately, upon written notice to Customer, if Customer fails to make payment in accordance with the terms and conditions hereof, which failure continues for a receiverperiod of ninety (90) days after written notice to Customer.
16.3 The respective obligations of each Party pursuant to this Agreement that by their nature would continue beyond the termination, trustee, custodiancancellation, or similar agent appointed by order of any court of competent jurisdiction expiration hereof shall survive termination, cancellation, or expiration hereof. The warranty obligations in Section 6 shall survive with respect to take charge of or sell any material portion of its property or business .
9.3 If this Agreement is terminated by either partyProducts which Customer has paid in full. Furthermore, the Engineer provisions of Exhibit F hereto (ESSP) shall be paid for survive as long as Customer is paying 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 applicable Annual Software Subscription Fees referred to the effective date of terminationin Section 4.1 hereof.
Appears in 1 contract
Term Termination. 9.1 The term 4.1 This Agreement shall be in effect for the Term (as defined above).
4.2 Unless otherwise specified in an Attachment, at the end of the Initial Subscription Term and each Renewal Subscription Term, the Subscription shall automatically renew for an additional one (1) year period unless either Party notifies the other that this Agreement will not renew at least forty five (45) days prior to the expiration of the then-current Subscription Term.
4.3 Either Party may terminate this Agreement or a Subscription, including any and all access and usage rights for the Services provided herein, for a material breach by the other Party that is not cured within thirty (30) days after written notice of such material breach.
4.4 In addition to the termination provisions contained herein, the licenses granted in Section 2.2 of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to shall automatically terminate if: (a) any of the Agreement's express provisionsEquipment or Software is sold or transferred to a third party or moved outside of the United States; or (b) the Software is no longer used in connection with the Services or the Equipment.
4.5 Genfare may immediately terminate this Agreement or a Subscription, will continue in effect until the parties have performed their or suspend its performance thereunder, if (i) Customer becomes insolvent or bankrupt or ceases to do business, (ii) Customer breaches its obligations under the Agreementprovisions of Section 5 or 6 below, (iii) the provision of the Services, or any portion thereof, to Customer by Genfare is, in Genfare’s terms and conditions sole opinion, no longer commercially viable, (“Term”)iv) the Services are deemed, or Genfare reasonably believes the Services, or any portion thereof, violate an applicable local, state, or federal law or regulation, or (v) Genfare has a reasonable belief that the continued provision of Services puts Genfare, or its systems at any operational or security risk.
9.2 In addition to any other express termination right set forth elsewhere in this Agreement:
(1) Engineer 4.6 Genfare may immediately terminate this Agreement, effective on written notice to Owner, or suspend its performance hereunder if:
(i) Owner fails to pay its agreement with the gateway service provider or the payment processor is suspended or terminated for any amount when due hereunderreason, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three it or any of its vendors or service providers experiences a force majeure, (3iii) it is required to due to the formal or more informal action or request of a regulatory or payment card network, or (iv) Genfare reasonably believes such action is necessary to prevent material harm due to fraud, violations of applicable laws or regulations, breach of payment failures in the preceding twelve (12) month periodcard network rules, regardless of whether any such failures were timely curedor other causes.
(2) Either party may terminate 4.7 Unless Genfare terminated this Agreement effective on written notice pursuant to Sections 4.2 or 4.4, Customer may continue to utilize the other party if the other party materially breaches this Agreement through no fault Services for a transition period of the terminating party, and such breach: up to ninety (i90) 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 termination of such breach.
(3) Either party may terminate this Agreement, effective immediatelysubject to payment of the applicable Subscription Fees (the “Transition Period”). Should Customer require further assistance during the Transition Period, 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 payGenfare may, or fails to payin its sole discretion, 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 expensesoffer additional transition services at Genfare’s then-current rates. In any event, upon request from Customer, Genfare shall reasonably cooperate with Customer to export Customer’s data from the event Services in a delimited TXT file during the Agreement and for a period of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of sixty (60) days after termination.
Appears in 1 contract
Samples: Saas Subscription Agreement
Term Termination. 9.1 The 6.1 This Agreement shall remain in effect for a term of twelve (12) months from the Effective Date (the "INITIAL TERM"); provided, however, that if Seller requires the provision of any Services after the expiration of the Initial Term, then Seller shall have the right to extend the Initial Term for up to additional twelve (12) months (collectively with the Initial Term, the "TERM") by providing Buyer with written notice at least 30 days prior to the expiration of the Initial Term.
6.2 Unless otherwise expressly stated in the applicable Exhibit A with respect to a specific service, Seller shall have the right to terminate all or any part of any Service to be provided under this Agreement at any time during the Term by providing to Buyer with at least 30 days prior written notice.
6.3 In addition, this Agreement may be terminated in the following events: (a) either party hereto may terminate this Agreement if the other party commits a material breach 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 remedy such failure continues more than breach within ten (10) calendar days after Engineer’s delivery receipt of written notice thereofof such breach, (b) this Agreement may be terminated by Seller upon the provision of thirty (30) days written notice, (c) this Agreement may be terminated by Buyer, upon written notice of a breach by Seller of any of its covenants under Sections 8.1 and 8.2 of the Purchase Agreement, and (ii) if, notwithstanding Section 1.2 above, the parties fail to reach a solution for sharing an office space, and (d) this Agreement may be immediately terminated by either party by written notice upon (i) the other party's voluntary or involuntary bankruptcy, receivership or commencement of a similar insolvency proceeding which is not removed within ninety (90) days; 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 's election to dissolve or liquidated wind-up business.
6.4 Upon the termination, cancellation or takes expiration of this Agreement for any corporate action for such purpose; (ii) becomes insolvent or is generally unable to payreason, 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 neither party shall be relieved of its creditors; or (v) applies for or has appointed a receiverduty to discharge in full all accrued, 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 liquidated and due sums owed by either partyparty to the other, which sums shall become immediately due and payable on the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expensescancellation or expiration. In addition, the event respective rights, obligations and duties of the parties under Sections 4.2, 5, 6, 7 and 8, as well as any rights, obligations and duties which by their nature extend beyond the termination, the Owner will receive reproducible copies cancellation or expiration of Drawingsthis Agreement, Specifications and other documents completed by the Engineer up to the effective date of shall survive any termination, cancellation or expiration hereof.
Appears in 1 contract
Term Termination. 9.1 (a) The term (the "Term") of this Agreement commences as of shall commence on the Effective Date anddate hereof and shall continue until December 31, 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 hereunder2007, and such failure continues more shall automatically be extended from year to year thereafter unless either Party gives the other Party not less 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 months' written notice that the Term will not be extended. During the twelve (12)-month termination period, regardless the provisions of whether any such failures were timely curedthis Agreement shall continue in full force and effect.
(2b) Either party This Agreement may terminate this Agreement effective on be terminated by either Party hereto (the "Terminating Party") upon not less than forty-five (45) days' prior written notice to the other party if Party (the other party materially breaches this Agreement through no fault "Defaulting Party") upon the occurrence of any of the terminating party, and such breach: following events:
(i) is incapable Any representation, warranty or certification made or deemed made by the Defaulting Party (or any of cure; its respective officers) hereunder or in any certificate, report, notice, or financial statement furnished at any time in connection with the Agreement shall be false, misleading, or erroneous in any material respect when made or deemed to have been made.
(ii) being capable The Defaulting Party shall fail to perform, observe, or comply with any material covenant, agreement, or term contained in the Agreement and such failure shall continue for a period of cure, remains uncured thirty (30) calendar days after the non-breaching party date the Terminating Party provides the breaching party Defaulting Party with written notice of such breachthereof.
(3iii) Either party may terminate this AgreementThe Defaulting Party shall admit in writing its inability to, effective immediatelyor be generally unable to, if the other party: pay its debts as such debts become due.
(iv) The Defaulting Party shall (i) is dissolved apply for or liquidated consent to the appointment of, or takes any corporate action for such purpose; the taking of possession by, a receiver, rehabilitator, conservator, custodian, trustee, liquidator or the like of itself or of all or a substantial part of its property, (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; , (iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect, the "Bankruptcy Code"), (iv) institute any proceeding or file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, dissolution, winding-up, or composition or readjustment of debts, (v) applies for or has appointed fail to controvert in a receiver, trustee, custodiantimely and appropriate manner, or similar agent appointed by order acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code or under any other such law, or (vi) take any corporate or other action for the purpose of effecting any of the foregoing.
(v) A proceeding or case shall be commenced, without the application, approval or consent of the Defaulting Party, in any court of competent jurisdiction to take charge jurisdiction, seeking (i) its reorganization, liquidation, dissolution, arrangement or winding-up, or the composition or readjustment of the Defaulting Party's debts, (ii) the appointment of a receiver, rehabilitator, conservator, custodian, trustee, liquidator or sell the like of such entity or of all or any material portion substantial part of its property property, or business .
9.3 If this Agreement is terminated by either party(iii) similar relief in respect of the Defaulting Party under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the Engineer foregoing shall be paid entered and continue unstayed and in effect, for all Services performed through a period of sixty (60) or more days; or an order for relief against the effective date of termination, including reimbursable expenses. In Defaulting Party shall be entered in an involuntary case under 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 terminationBankruptcy Code.
Appears in 1 contract
Samples: Vendor Agreement (Uici)
Term Termination. 9.1 The term of this (a) This Agreement commences as of shall commence on the Effective Date andand shall continue in effect, unless terminated earlier pursuant to Subsection 5(b) or (c) below, for as long as any Order Schedule entered into pursuant to this Agreement remains in effect. Unless otherwise specified in the applicable Order Schedule, the term of each Order Schedule will commence on the commencement date stated therein (the “Commencement Date”) and continue for the duration of the Agreement's express provisions, will continue in effect until initial term stated therein (the parties have performed their obligations under the Agreement’s terms and conditions (“Initial Term”).
9.2 , and shall automatically renew for three successive (3) year terms (each a “Renewal Term”) following the Initial Term unless either party notifies the other in writing of its decision not to renew the term of the applicable Order Schedule at least sixty (60) days prior to the expiration of the term then in effect. In addition to the event of any other express termination right set forth elsewhere in this Agreement:
(1) Engineer may terminate of 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 curedeach Order Schedule shall automatically terminate without action by either party.
(2b) Either In the event of any material breach by either party, the other party may terminate this Agreement effective on by giving thirty (30) days prior written notice thereof to the breaching party, which notice shall specify the nature of the breach; provided, however that such termination shall not take effect if the breaching party cures or corrects the breach within such notice period.
(c) This Agreement may be terminated immediately upon written notice from the other party if either party becomes insolvent, bankrupt, enters into an arrangement with its creditors, votes to appoint an administrator or trustee, or becomes subject to the exercise of powers by a secured creditor (including having a receiver or manager appointed).
(d) Licensee understands that its right to receive and use those portions of the Custom Indices and Underlying Data provided by S&P pursuant to licenses granted to S&P by third-party licensors is subject to termination without liability on the part of S&P in the event such third-party licenses are terminated. Licensee agrees and acknowledges that, in the event the Custom Indices and Underlying Data contain data from a third-party licensor and/or are made available on various Stock Exchanges, Commodity Exchanges, and other sources (collectively, the “Sources”), such third-party materially breaches licensor and/or Sources may require Licensee to enter into separate agreements directly with the applicable third party and/or impose additional fees on Licensee either directly or through S&P. In the event S&P receives notice from any Source and/or a third-party licensor during the term of this Agreement through no fault that Licensee has failed to enter into an agreement with such Source or such third-party licensor and/or has failed to pay any additional fees provided in the agreement with such Source or such third-party licensor, S&P shall have the right to discontinue the maintenance, calculation and dissemination of the terminating partyeach and every applicable Custom Index upon written notice to Licensee; provided, and however, that 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 discontinuance must be provided by S&P to Licensee within sixty (60) days prior to such breachproposed discontinuance, and Licensee shall be given the opportunity to cure. Upon any discontinuation by S&P of one or more Custom Indices or a portion thereof pursuant to this Subsection 5(d), S&P may terminate that portion of the applicable Order Schedule that relates to such discontinued material and, in such event, S&P shall have no liability other than to make a pro rata refund to Licensee of any unearned fees that have been prepaid by Licensee.
(3e) Either party may terminate Upon any termination of this Agreement, effective immediatelyS&P shall immediately discontinue performing all maintenance, if calculation and other responsibilities hereunder.
(f) Except as otherwise expressly provided in an Order Schedule, upon any termination of this Agreement, Licensee shall cease any and all uses of the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to payCustom Indices and Underlying Data and shall delete, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy remove 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 purge 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 Custom Indices and all Services performed through the effective date of terminationUnderlying Data, including reimbursable expenses. In the event any copies thereof, from all of terminationLicensee’s electronic distribution systems and, the Owner will receive reproducible copies of Drawingsupon request, Specifications and other documents completed by the Engineer up certify to the effective date of terminationS&P in writing that it has done so.
Appears in 1 contract
Term Termination. 9.1 The term 12.1 Unless earlier terminated as hereinafter provided, the “Term” of this Agreement commences as shall mean a period of time commencing on the Effective Date andand ending, unless terminated earlier pursuant to any of the Agreement's express provisionson a country by country basis, 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:
on (1) Engineer the date of expiration of the last to expire of PATENT RIGHTS in countries where PATENT RIGHTS exist. Thereafter, the Agreement shall expire automatically and ANABIOS shall have a fully paid up, perpetual, royalty-free license without further obligation to ZALICUS.
12.2 Except as otherwise provided by law, this Agreement may terminate this Agreement, effective on written notice to Owner, if: be terminated with immediate effect (ia) 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 by either Party in the preceding twelve (12) month period, regardless event of whether any such failures were timely cured.
(2) Either party may terminate a material breach of this Agreement effective on written notice to by the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: Party which is not remedied within ninety (i90) 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 from notice of such breach.
; (3b) Either party may terminate this Agreementby either Party, effective immediatelyin any of the following events: bankruptcy, if insolvency of the other party: (i) is dissolved Party, or, should any Party make an assignment for the benefit of creditors or liquidated commit an act of bankruptcy or takes any corporate action for such purpose; (ii) becomes insolvent file or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has have filed against it a petition for voluntary or involuntary in bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency lawreorganization proceedings; (ivc) makes at ANABIOS’ discretion in accordance with the terms described in Article 7.2
12.3 Termination of this Agreement for any reason shall not release either party hereto from any obligation or seeks liability, which at the time of such termination has already accrued or, in the case of milestone obligations, ANABIOS shall be obligated to make a general assignment pay ZALICUS milestones that are achieved by ANABIOS within twelve (12) months of this Agreement’s termination for the benefit of its creditors; any 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 no reason.
9.3 If 12.4 Article 2 (Representations & Warranties), Article 6.4 (Maintenance of Records), Article 10 (Indemnification, Product Liability & Insurance), Article 11 (Use of Names & Confidentiality), Article 15 (Dispute Resolution) and Article 16.1 (Governing Law) shall survive the expiration and any termination of this Agreement.
12.5 Except as otherwise provided in this Article 12, all rights and obligations of the parties under this Agreement is terminated by either party, shall terminate upon the Engineer shall be paid for all Services performed through the effective date expiration or termination 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 terminationthis Agreement.
Appears in 1 contract
Term Termination. 9.1 The 1.1. Employer hereby hires Employee and Employee accepts such employment for a two (2) year term commencing on the Effective Date.
1.2. After expiration of the two (2) year term described in Section 1.1 above, this Agreement commences as shall remain in full force and effect unless and until either party gives the other at least six (6) months prior written notice of the Effective Date and, unless terminated earlier pursuant its determination 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.
1.3. This Agreement shall be automatically terminated on the death of Employee or on the permanent disability of Employee if Employee is no longer able to perform in all material respects the usual and customary duties of its employment hereunder. For purposes hereof, effective on written notice any condition which in reasonable likelihood is expected to Owner, if: (i) Owner fails impair Employee's ability to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery materially perform its duties hereunder for a period of written notice thereof; or (ii) there have been three (3) months or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely curedshall be considered to be permanent.
(2) Either party 1.4. Employer may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault for cause if:
(a) Employee is convicted of the terminating partyan offense constituting a felony or involving moral turpitude; or
(b) in any material or substantial way, and such breach: Employee (i) is incapable violates any rule, regulation, practice or policy 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 purposeEmployer; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become dueviolates any provision of this Agreement; (iii) files is materially dishonest in the performance of its duties hereunder or has filed against it engages in a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, material conflict of interest with the Employer that is not fully disclosed to any proceeding under any domestic or foreign bankruptcy or insolvency lawand approved by the President of Employer; (iv) makes fails to follow reasonable instructions or seeks directions from the President of Employer, or any other person authorized by the Board of Directors to make a general assignment give such instructions (for purposes of this Agreement, the benefit President of its creditorsEmployer and/or such other authorized persons are collectively referred to as the "President"); or (v) applies fails to perform the services required pursuant to this Agreement. A notice of termination pursuant to this Section 1.4 shall be in writing and shall state the alleged reason for or has appointed a receivertermination. Employee, trusteewithin not less than fifteen (15) nor more than thirty (30) days after such notice, custodianshall be given the opportunity to appear before the Board of Directors of the Employer, or similar agent appointed a committee thereof, to rebut or dispute the alleged reason for termination. If the Board of Directors or committee determines, by order a majority of any court the disinterested directors, after having given Employee the opportunity to rebut or dispute the allegations, that such reason is indeed valid, Employer may immediately terminate Employee's employment under this Agreement for cause. Immediately upon giving the notice contemplated by this paragraph, Employer may elect, during the pendency of competent jurisdiction such inquiry, to take charge relieve Employee of or sell any material portion of its property or business Employee's regular duties.
9.3 1.5. Upon termination, Employee shall be entitled to the following:
(a) If this Agreement and Employee's employment is terminated pursuant to Section 1.3 as a result of Employee's death or disability, or by either partyEmployee, then Employer shall pay Employee or Employee's representative, as the Engineer shall be paid for all Services performed case may be, Employee's then-current base salary (excluding any bonuses and non- cash benefits) through the effective date of termination, including reimbursable expenses. In and Employer shall have no further obligations hereunder.
(b) If Employer terminates this Agreement and Employee's employment for cause pursuant to Section 1.4, or this Agreement is terminated at the event end of terminationits initial or any renewal term by either party, the Owner will Employee shall not be entitled to receive reproducible copies any additional salary, bonus or benefits beyond those earned or accrued as of Drawings, Specifications and other documents completed by the Engineer up to the effective date of the termination.
(c) If Employer terminates this Agreement and Employee's employment without cause other than pursuant to the provisions of Section 1.2, then Employee shall be entitled to continue to receive the base salary that Employee was receiving immediately prior to such action by Employer, through the end of the then-current initial or renewal term of this Agreement.
1.6. Any termination of this Agreement or Employee's employment shall not release either Employer or Employee from their respective obligations to the date of termination nor from the provisions of Section 4 hereof.
Appears in 1 contract
Samples: Employment Agreement (Prime Medical Services Inc /Tx/)
Term Termination. 9.1 A. The term TERM of this Agreement commences as shall be for one year and commence on JUNE 1, 1996. This Agreement is automatically extended from year to year thereafter until terminated in one of the Effective Date andfollowing ways:
1. This Agreement may be cancelled at any time during the original term or any extension thereof, unless terminated earlier pursuant to for any reason whatsoever, by either of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions hereto upon giving thirty (“Term”).
9.2 In addition to any other express termination right set forth elsewhere in this Agreement:
(130) 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 hereto. The Company may appoint a new Representative during this notice period.
2. This Agreement may be cancelled by 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 Company on thirty (30) calendar days after the non-breaching party provides the breaching party with written notice if the Representative fails to comply fully and faithfully with any of such breachthe terms of this Agreement.
3. This Agreement may be cancelled by the Representative on thirty (330) Either party may terminate days written notice if the Company fails to comply fully and faithfully with any of the terms of 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 expenses4. In the event that either party hereto shall commit an act of bankruptcy or file voluntary petition of bankruptcy, or be declared bankrupt in an involuntary proceeding, or file for a plan under the Bankruptcy Act, or place its affairs in the hands of a receiver, or enter into a composition or the benefit of creditors, or perform any other act based upon or due to its inadequate credit position, then the other party to this Agreement may terminate this Agreement immediately by written notice of termination to the other party.
5. The Company shall not, for any reason whatsoever, including but not limited to the termination, the Owner will receive reproducible copies cancellation or expiration of Drawingsthis Agreement, Specifications and other documents completed by the Engineer up be liable to the effective date Representative for compensation, reimbursement or damages, either on account of terminationexpenditures, investments or commitments made in connection therewith, development or maintenance of the Representative's business goodwill, or on account of any other thing or cause whatsoever.
Appears in 1 contract
Samples: Manufacturer's Representative Agreement (Valesc Inc)
Term Termination. 9.1 The term (a) This Agreement shall remain valid only for the Term.
(b) This Agreement shall automatically expire by efflux of this Agreement commences as time, i.e. on the completion of the Effective Date andTerm, unless terminated earlier pursuant to any in accordance with applicable laws and/or provisions 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.
(2c) Either party may In the event of a breach by any Party, the other Party shall have the right, as per Applicable Laws, to terminate this Agreement effective on written by giving three weeks’ notice to the other party if Party clearly giving the other party materially breaches reasons for the proposed action and in the event such breach still remains uncured on expiry of the third week this Agreement through no fault shall stand terminated.
(d) KMSPL shall have the right to forthwith terminate this Agreement and disconnect/deactivate the distribution of signals of the terminating partySubscribed Channels and/or take any other action as may be appropriate, and such breach: upon the occurrence of any of the following:
(i) is incapable of cure; In the event the Affiliate fails to pay the Subscription Fee and / or applicable tax including but not limited to service tax and or charges as and when it becomes due and payable as set out in this Agreement;
(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 terminationfailure on the part of the Affiliate to provide the names, complete address, areas served and number of Subscriber of each LCO served by the Affiliate and also the number of Subscribers directly served by the Affiliate in terms of Clause 12 of the Telecommunication (Broadcasting and Cable Services) Interconnection Regulation, 2004 (as amended from time to time);
(iii) In case of bankruptcy or insolvency of the Affiliate;
(iv) In case of dissolution of the partnership or winding up proceedings against the Affiliate;
(v) In the event of assignment of the Agreement by the Affiliate without prior written approval of KMSPL;
(vi) If the Affiliate voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels in the Areas;
(vii) If the Affiliate in any manner jeopardises or interferes with intellectual property rights referred to in Clause15below;
(viii) In the event KMSPL/broadcaster of the Subscribed Channels is subjected to legal, governmental or other adverse action under applicable treaties, Tariffs or Applicable Laws that restrict the right of KMSPL/broadcaster of the Subscribed Channels to provide the Subscribed Channels or any part thereof to the Affiliate or limit the Affiliate's right or authorisation to distribute the Subscribed Channels or in the event of any court order which cannot be reviewed or appealed against, which prevents/restricts KMSPL/broadcaster of the Subscribed Channels to provide the Subscribed Channels to the Affiliate under the terms of this Agreement;
(ix) If the Equipmentare removed from the Installation Address without prior written consent of KMSPL or is being used or intended to be used, at a place other than the Installation Address;
(x) If the Affiliate’s registration under the Cable Television Networks (Regulation) Act, 1995 is suspended, cancelled, terminated and/or not renewed;
(xi) If the Affiliate is in breach of any of its representations, obligations, warranties contained in this Agreement and/or if the same are found to be untrue;
(xii) In the event of non-disclosure/under-declaration of Local Cable Operators and/or under-declaration or wrong disclosure of Subscriber Base catered directly or through Local Cable Operators;
(xiii) In case the Affiliate (without first negotiating and mutually agreeing upon revised Subscription Fees with KMSPL) distributes / sub-distributes the signals beyond the Areas as agreed under this Agreement;
(xiv) If the Affiliate voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels in the Areas (including but not limited to entering into an agreement / arrangement with another Cable Operator for operational and/or administrative and/or funding purposes, etc.);
(xv) If the Affiliate does not comply with any rules, regulations, orders of TRAI or any other government or statutory body / court or tribunal;
(xvi) If KMSPL or SUN, ceases to distribute or operate any of the Subscribed Channels in the Territory for any reason whatsoever.
(e) KMSPL reserves the right to terminate the Agreement, if the Affiliate is in breach of any representation, warranties or undertaking anytime during the Term.
(f) A breach by Affiliate under this Agreement shall, if KMSPL so elects, also be deemed to be a breach of any or all other agreements between KMSPL and Affiliate, and shall entitle KMSPL to exercise any or all of the remedies set forth in this Agreement and such other agreements. Further, if KMSPL so elects, any breach by Affiliates or its associates of any other agreement between Affiliates or its associates, and KMSPL, shall be deemed a breach of this Agreement and shall entitle KMSPL to exercise any and all of the remedies set forth in this Agreement and such other agreements.
(g) KMSPL’s rights to terminate the Agreement shall be without prejudice to KMSPL’s legal and equitable rights to any claims under the Agreement, injunctive relief(s), damages, and other remedies available under Applicable Laws.
(h) The Parties agree that if any of the agreements between KMSPL and its licensors relating to KMSPL’s right to distribute any of the Subscribed Channels in the Areas is terminated, then the part of the Agreement pertaining to the said Subscribed Channel shall stand terminated. In such an event, fresh Annexure shall be executed between the Parties at mutually agreed terms, subject to applicable law.
(i) The Affiliate hereby acknowledges that if signal of any Subscribed Channel, which was disconnected/deactivated for reason attributable to the Affiliate, needs to be reconnected, the Owner will receive reproducible copies Affiliate shall be liable to pay non–refundable re-activation fee of DrawingsRs.500 per channel per re-activation, Specifications and other documents completed by if KMSPL so elects.Further, the Engineer up to the effective date of terminationAffiliate acknowledges that such re-activation fee does not constitute a penalty.
Appears in 1 contract
Samples: Subscription Agreement
Term Termination. 9.1 The term (a) This Agreement shall become effective on the date executed and delivered by the parties and shall continue for the Initial Term. Following the Initial Term, this Agreement will be automatically renewed for renewal terms of two (2) years each unless, at least ***** prior to the termination of the Initial Term or the then current renewal term, either party shall have notified the other in writing of its decision not to renew this Agreement. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
(b) If there is a material default by either party in the performance of the terms and conditions of this Agreement commences as and such default shall continue for a period of ***** after receipt by the defaulting party of written notice thereof from the non-defaulting party (setting forth in detail the nature of such default), then this Agreement shall upon the written election of the Effective Date and, unless terminated earlier pursuant to any non-defaulting terminate on the ***** following the delivery of the Agreement's express provisionswritten notice. If, will continue however, despite the ongoing commercially reasonable efforts by the defaulting party to cure the default set forth in effect until the parties have performed their obligations notice, the default cannot be remedied within such ***** such time period shall be extended for an additional period of not more than *****, so long as the defaulting party has notified the non-defaulting party in writing and in detail of its plans to initiate substantive steps to remedy the default and diligently thereafter pursues the same to completion within such additional ***** period. In the event that any material change in any federal, state or local law, statute, operating rule or regulation, or any material change in any operating rule or regulation of the Designated Issuer makes the continued performance of this Agreement under the Agreement’s then current terms and conditions (“Term”)unduly burdensome, then JUNIPER shall have the right to terminate this Agreement upon ***** advance written notice. Such written notice shall include a detailed explanation and evidence of the burden imposed as a result of such change.
9.2 In addition to any other express termination right set forth elsewhere in this Agreement:
(1c) Engineer may terminate this Agreement, effective on written notice to Owner, if: If either party becomes the subject of an event where (i) Owner fails to pay any amount when due hereunderthe party becomes insolvent, 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 a party engages 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 willful and wanton conduct to the other party if the other party materially breaches this Agreement through no fault material detriment 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 proceedings by or against such party are instituted in bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; , or a receiver or custodian is appointed for such party, or proceedings are instituted by or against such party for the dissolution of such party (other than an administrative dissolution for which the party is taking corrective action), which proceedings, if involuntary, are not dismissed within ***** after the date of filing, or (iv) such party makes or seeks to make a general an assignment for the benefit of its creditors; , or (v) applies for substantially all of the assets of such party are seized or has appointed a receiverattached and not released within ***** thereafter, trusteethe other party may, custodianby giving written notice to the affected party, 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 terminate this Agreement.
9.3 If (d) In the event this Agreement is terminated as a result of default by either party, the Engineer shall be paid for all Services performed through the effective date of terminationFRONTIER, including reimbursable expenses. but not limited to a merging with another airline in which the Affinity Program does not continue with the merged entity, FRONTIER shall pay JUNIPER an amount equal to the paid but un-recouped guarantee as set forth in Section 6 in addition to all rights and remedies available to JUNIPER at law or in equity.
(e) In the event JUNIPER fails to meet the service levels described in Exhibit D for three (3) successive months, and JUNIPER is unable to cure such default within ***** of terminationwritten notice from FRONTIER to JUNIPER setting forth the nature of such default, FRONTIER may terminate this Agreement for cause at the Owner will receive reproducible copies end of Drawingssuch ***** cure.
(f) In the event this Agreement is terminated as a result of default by JUNIPER, Specifications and other documents completed by the Engineer up including but not limited to the effective date terms of terminationParagraph 15(e), FRONTIER shall retain any paid but un-recouped guarantee as set forth in Section 6 in addition to all rights and remedies available to FRONTIER at law or in equity. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
Appears in 1 contract
Samples: Credit Card Affinity Agreement (Frontier Group Holdings, Inc.)
Term Termination. 9.1 The (a) This Agreement shall commence on the Effective Date and shall terminate on December 31, 2016, provided that, unless otherwise terminated under another provision of this Agreement, the term of this Agreement commences as of shall automatically be renewed and the Effective Date andtermination date shall be extended for an additional year each year after December 31, 2016, unless terminated earlier pursuant to any either party gives the other party written notice stating that this Agreement shall terminate on December 31 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”)that year.
9.2 In addition to any other express termination right set forth elsewhere in (b) Notwithstanding paragraph (a) of this Agreement:
(1) Engineer Section 8, either party may terminate this Agreement, effective on written notice to Owner, if: Agreement immediately upon the occurrence of a Default by the other party. A party shall be in Default if that party (i) Owner fails to pay any amount when due hereunderthe Use Fee or any other sum due under this Agreement, or fails to perform any other obligation under this Agreement, and such failure continues more than ten (10) calendar for a period of 5 days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in from 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 seeking 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 the subject of any order for relief in a proceeding under any Debtor Relief Law (as defined below); (iii) becomes unable to pay, or fails admits in writing the party’s inability 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 lawmature; (iv) makes or seeks to make a general an assignment for the benefit of its creditors; or (v) applies for or has appointed a consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitation, or similar agent officer for the party or for all or any part of the party’s property or assets, or any such officer is appointed by order of for such party or any court of competent jurisdiction to take charge of or sell any material portion part of its assets without the party’s consent and such appointment is not dismissed or discharged within 60 calendar days; (vi) institutes or consents to any proceeding under any Debtor Relief Law with respect to the party or all or any part of the party’s property or business assets, (vii) becomes subject to any proceeding under any Debtor Relief Law without the consent of the party if such case or proceeding continues undismissed or unstayed for 60 calendar days; or (viii) dissolves or liquidates or takes any action to dissolve or liquidate. As used in this Agreement, the term Debtor Relief Law shall mean the Bankruptcy Code of the United States of America, as amended, or any other similar debtor relief law affecting the rights of creditors generally.
9.3 If (c) The obligations of Asterias under Sections 5 and 6 and to pay for any repairs of the Premises required to be paid by Asterias under this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date survive termination 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 terminationthis Agreement.
Appears in 1 contract
Samples: Shared Facilities and Services Agreement (Asterias Biotherapeutics, Inc.)
Term Termination. 9.1 The term (a) Subject to the further provisions of this Section 4 and except as expressly provided with respect to a specific Service in Annex A or Annex B, this Agreement commences as of shall commence on the Effective Date and, unless this Agreement is terminated earlier pursuant to any of the Agreement's its express provisions, will continue in effect until shall end on the parties have performed their obligations under date one year following the Agreement’s terms and conditions Effective Date (the “TermTermination Date”).
9.2 In addition ; provided that if a Party desires and the other Party agrees to any other express termination right set forth elsewhere continue Services after the Termination Date, the Parties shall negotiate in this Agreement:
(1) Engineer may terminate this Agreement, good faith to determine an agreed-upon extension period which shall only be 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 if memorialized in the preceding twelve (12) month period, regardless of whether any such failures were timely cureda writing signed by both Parties.
(2b) Either party Notwithstanding anything to the contrary contained herein or in Annex A or Annex B, the Recipient may terminate this Agreement effective any individual Service on a Service-by-Service basis (and/or location-by-location basis where an individual Service is provided at multiple locations of Recipient) upon prior written notice to the other party if Provider identifying the other party materially breaches this Agreement through no fault of the terminating party, particular Service (or location) to be terminated 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 which date shall be not less than thirty days after receipt of such notice.
(c) This Agreement may be terminated as to all or any portion of the Services prior to the expiration of the term of this Agreement as set forth in Section 4(a), upon written notice as set forth below:
(i) by either Party, if the other Party commits a material breach of any provision of this Agreement and such material breach continues for a period of 30 days following a written request to cure such breach; or
(ii) by either Party, upon written notice to the other Party, in the event that the other Party hereto shall (1) file a petition in bankruptcy, (2) become or be declared insolvent, or become the subject of terminationany proceedings (not dismissed within sixty (60) days) related to its liquidation, insolvency or the appointment of a receiver, (3) make an assignment on behalf of all or substantially all of its creditors, or (4) take any corporate action for its winding up or dissolution.
(d) Following any termination of this Agreement, each Provider shall cooperate in good faith with the Recipient to transfer records and take all other actions reasonably requested by the Recipient to enable the Recipient to make alternative arrangements for the provision of services substantially consistent with the Services provided pursuant to this Agreement.
(e) Each Recipient specifically agrees and acknowledges that all obligations of the Provider to provide each Service for which the Provider is responsible hereunder shall immediately cease upon the termination of this Agreement. Upon the cessation of the Provider’s obligation to provide any Service, the Owner will receive reproducible Recipient shall immediately cease using, directly or indirectly, such Service (including any and all software of the Provider or third party software provided through the Provider, telecommunications services or equipment, or computer systems or equipment).
(f) Upon termination of a Service with respect to which the Provider holds books, records or files, including current or archived copies of Drawingscomputer files, Specifications and other documents completed owned by the Engineer up Recipient and used by the Provider in connection with the provision of a Service to the effective date Recipient, the Provider will return all such books, records or files as soon as reasonably practicable; provided, however, that the Provider may make a copy, at its expense, of terminationsuch books, records or files for archival purposes only.
Appears in 1 contract
Term Termination. 9.1 1. The term of this Agreement commences as of shall be from the Effective Date andthrough June 30, unless terminated earlier pursuant 2002.
2. Either party to this Agreement may, at any time at its election, terminate this Agreement forthwith and shall have no further obligations hereunder by delivering written notice of termination to the non-terminating party upon occurrence of any one or more 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, iffollowing events: (i) Owner fails except with respect to pay the payment obligations contained in Section 5 hereof, any amount when due hereunder, and material breach by either party of any of the obligations established hereunder or other written agreements between the parties if such breach continues for thirty (30) days after receipt by the breaching party of notice specifying such breach in reasonable detail; (ii) failure continues more than to make payment in accordance with Section 5 hereof within ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been the date upon which a payment is due pursuant to Section 5 if such breach continues for three (3) or more such payment failures in days after receipt by the preceding twelve (12) month period, regardless breaching party 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 curea demand for immediate payment; 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) either party voluntarily files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subjectin bankruptcy, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general an assignment for the benefit of creditors, otherwise seeks relief from its creditors; creditors under any federal or (v) applies for or has appointed a receiverstate bankruptcy, trusteeinsolvency, custodianreorganization, or similar agent appointed moratorium statute, or either party is the subject of an involuntary petition in bankruptcy which is not set aside within sixty (60) days of its filing.
3. Upon termination of this Agreement, or upon any written request from ViaCord, PCT agrees to relinquish to ViaCord any HUCB(s) (contained in freezers), patient file(s), processing record(s) and/or any capital equipment (including freezers) paid for by order ViaCord under this Agreement; provided, however, that ViaCord has paid in full for the Services related to any such * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. AGREEMENT FOR HUMAN UMBILICAL CORD BLOOD PROCESSING SERVICES HUCB(s), patient file(s), processing record(s) and/or capital equipment. PCT shall provide any reasonable accommodations, at ViaCord's expense, for the transfer of any court of competent jurisdiction to take charge of such HUCB(s), patient file(s), processing record(s) or sell any material portion of its property or business capital equipment.
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.
Appears in 1 contract
Samples: Human Umbilical Cord Blood Processing Services Agreement (Viacell Inc)
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:
(1a) Engineer Customer may terminate this Agreement, effective on written notice a Sales Order or Website Order with respect 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) one 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 Services prior to the other party applicable scheduled termination date(s) if the other party materially breaches this Agreement through no fault of the terminating partySnag ceases its business activities, 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 creditors, or becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding.
(b) Snag may terminate a Sales Order or Website Order with respect to one or more Services prior to the applicable scheduled termination date(s) if: (i) Customer violates or fails to perform or comply with any of its creditorsobligations under Section 3(c) or Section 4(a) of these Employer Terms of Use and such violation or failure continues unremedied for five (5) days,; (ii) Customer violates or fails to perform or comply with any of its other material obligations under the Sales Order or Website Order, as applicable, or these Employer Terms of Use and such violation or failure continues unremedied for thirty (30) days after Snag gives written notice of such violation or failure to Customer, or; (iii) Customer ceases its business activities, makes a general assignment for the benefit of creditors or becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding; or (viv) applies Snag gives thirty (30) days written notice of termination to Customer.
(c) Upon the expiration or earlier termination of a Sales Order or Website Order with respect to one or more Services, (i) the license granted to Customer in Section 3(a) above in connection with the applicable Service(s) will automatically and immediately terminate, and Customer will no longer have any right to use the Snag Site, the App, the Software or any Snag materials in connection with the applicable Service(s); provided that, access to the E-Verify Services shall be provided until notice of the cancellation or termination of the E-Verify account has been received from the U.S. government, (ii) Snag will no longer have any obligation to provide the applicable Service(s), and (iii) Customer will pay to Snag all fees and other amounts due with respect to Services provided on or before the expiration or termination date, and, unless the Sales Order or Website Order is terminated under Section 5(a) above, Customer will pay to Snag all fees and other amounts payable for Services under the applicable Sales Order or Website Order for the remainder of the current initial or renewal term.
(d) Unless a Sales Order or Website Order has appointed been terminated based on Customer’s failure to pay fees or other amounts due to Snag under the Sales Order or Website Order, Snag will, upon Customer’s written request within thirty (30) days following termination, provide to Customer an electronic copy of Customer Materials (as defined in Section 8(a) below) and employee data then available in Snag’s system, in a receiverstandard data format that is reasonably accessible by Customer. If Customer requests Snag to provide an electronic copy of Customer Materials and/or employee data, trusteeCustomer agrees to pay Snag’s then standard rates for such service. After thirty (30) days following termination or expiration, custodianSnag will have no obligation to maintain or provide any Customer Materials or employee data and may thereafter, unless legally prohibited, delete all Customer Materials and employee data in its system or similar agent appointed otherwise in its possession or under its control.
(e) The terms of these Employer Terms of Use which by order their nature continue in effect after the expiration or earlier termination of the Sales Orders and Website Orders, including, without limitation, Sections 4, 5(c), 5(d), 5(e), 7, 8, 9, 10 and 11, will survive the expiration or earlier termination of any court of competent jurisdiction to take charge of Sales Order or sell any material portion of its property or business Website Order.
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.
Appears in 1 contract
Samples: Employer Terms of Use
Term Termination. 9.1 The term of this 6.1 This Agreement commences as of shall start on the Effective Commencement Date andand shall continue for the Term, unless terminated earlier pursuant in accordance with this Agreement.
6.2 This Agreement shall be automatically renewed for further Terms, unless either party notifies the other party at least 15 days prior to any the end of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“then current Term that it does not wish this Agreement to be renewed for a further 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) 6.3 Either party may terminate this Agreement effective on written notice prior to the end of the then current Term if:
(a) the other party if breaches this Agreement and fails to remedy the breach within 30 days after receiving written notice of the breach;
(b) 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, pay its debts as and when they become fall due; ;
(iiic) files the other party has an administrator, receiver, receiver and manger, liquidator, provisional liquidator or has filed against it similar officer appointed over all or any of its assets;
(d) the other party enters into a petition for voluntary scheme of arrangement 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 composition for the benefit of its creditors; or
(e) the other party is wound up or resolves to wind itself up, other than for the purposes of a solvent reconstruction or amalgamation. All enquiries Phone: 0000 000 000 Email: xxxx@xxxxxxx.xxx.xx
6.4 AirData may terminate this Agreement in full or in part where:
(va) applies In AirData’s opinion, the Equipment can no longer be maintained in good working order due to work carried out on the Equipment by persons not approved by AirData. In such cases AirData will provide fourteen (14) days written notice to You;
(b) Parts necessary to maintain the Equipment are no longer available and/or manufactured. ; or
(c) Support of the software necessary to operate the Equipment is no longer available by the manufacturer.
6.5 Where AirData terminates this Agreement under clause 6.3 or 6.4(a), in addition to paying any unpaid Fees 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 the expired portion of its property or business this Agreement, You shall pay AirData on demand an “Early Termination Fee”. The Early Termination Fee shall be equal to 50% of the Maintenance Fees payable for the unexpired portion of the then current Term.
9.3 If 6.6 Any provisions of this Agreement is terminated which are by either party, the Engineer nature capable of surviving termination 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 terminationdo so.
Appears in 1 contract
Samples: Service Agreement
Term Termination. 9.1 12.1 The term of Employee’s employment under this Agreement commences as of shall commence on January 3, 2013 and shall terminate on October 29, 2014 (the Effective Date and“Expiration Date”), unless terminated subject to earlier termination pursuant to Section 12.2.
12.2 Employee’s employment with Employer may be terminated prior to the Expiration Date as follows: (a) by Employer for Cause (as defined in Section 12.3 of this Agreement), upon Employer’s delivery of notice thereof to Employee; (b) by Employer without Cause at any time, upon Employer’s delivery of notice thereof to Employee; (c) by Employee for Good Reason (as defined in Section 12.4 of this Agreement), upon Employee’s delivery of notice to Employer that Employee is terminating his employment because, pursuant to Section 12.4(b) of this Agreement, Employer failed to cure or eliminate a fact or circumstance constituting “Good Reason; or (d) by Employee without Good Reason, upon Employee’s delivery of notice thereof to Employer.
12.3 As used in this Agreement, “Cause” shall mean any of the Agreement's express provisionsfollowing: (a) Employee’s death; (b) Employee’s disability resulting in an inability to perform his duties, will continue as set forth in Section 1 hereof, for a period of 180 consecutive days; (c) conduct by Employee that amounts to fraud, personal dishonesty, incompetence, breach of fiduciary duty involving personal profit, gross negligence or willful misconduct in the performance of or intentional failure to perform his stated Duties; (d) the conviction (from which no appeal may be, or is, timely taken) of Employee of a felony or willful violation of any law, rule or regulation (other than traffic violations or similar offenses); (e) any federal or state regulatory authorities acting under lawful authority pursuant to provisions of federal or state law or regulation which may be in effect until from time to time exercises any power granted to it by law or regulation to remove, prohibit or suspend Employee from participating in the parties conduct of Employer’s affairs; (f) Employee’s willful violation of any final cease-and-desist order; (g) Employee’s knowing violation of federal or state banking laws or regulations which are likely to have performed their obligations a material adverse effect on Employer, as determined by the Board of Directors or CEO of Employer; (h) refusal by Employee to timely perform a reasonable and duly authorized directive of the Board of Directors or CEO of Employer that is clearly communicated to Employee by the Board of Directors or CEO and that is consistent with the scope of Employee’s duties under the Agreement’s terms and conditions (“Term”).
9.2 In addition this Agreement unless Employee in good faith believes that such performance would cause Employee to breach his fiduciary duties to Employer or that such performance would constitute a violation of any other express termination right set forth elsewhere in this Agreement:
(1) Engineer may terminate this Agreement, effective on written notice federal or state law or regulation that is applicable to Owner, if: Employer or Employee; or (i) Owner fails to pay Employee’s material breach of any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery provision 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.
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Term Termination. 9.1 (a) The term of this Agreement commences as of will commence on the Effective Date and, date specified in the Order and continue until and unless terminated earlier pursuant as set forth herein.
(b) This Agreement may be terminated by either party on written notice delivered to the other party upon the occurrence of 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, iffollowing events: (i) Owner there has been a material breach of this Agreement on the part of the other party and the other party fails to pay any amount when due hereunder, and cure such failure continues more than ten material breach within thirty (1030) calendar days after Engineer’s delivery of receipt of a written notice thereof; or (ii) there have been three the other party ceases to do business, or otherwise terminates its business operations; or (3iii) the other party seeks protection under any bankruptcy, insolvency, receivership, trust deed, creditors arrangement, composition or more such payment failures in the preceding twelve (12) month periodcomparable proceeding, regardless of whether or if any such failures were timely curedproceeding is instituted against the other party and is not dismissed within sixty (60) days.
(2c) Either party Codespot may terminate this Agreement effective on written notice to immediately in the other party if the other party materially event Buyer breaches this Agreement through no fault any provision of the terminating party, and such breach: (iSection 2(c) 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 breachSection 7.
(3d) Either party may terminate Upon the termination of this Agreement, effective immediately, if the other Agreement for any reason by either party: (i) is dissolved or liquidated or takes Buyer shall immediately pay to Codespot any corporate action for such purposesums due to Codespot under this Agreement; (ii) becomes insolvent or if Buyer is generally unable designated on the Order as an “Operator”, then Buyer’s license under Section 2(b) will continue until the end of the applicable License Term with respect to pay, or fails all Products for which Operator has paid all applicable fees to pay, its debts as they become dueCodespot; and (iii) files or has filed against it if Buyer is designated on the Order as a petition for voluntary or involuntary bankruptcy or otherwise becomes subject“Reseller”, voluntarily or involuntarilythen Buyer’s license under Section 2(a) will terminate immediately, provided that sublicense agreements validly entered into by Buyer with Customers pursuant to Section 2(f) prior to termination shall remain in full force and effect following termination and Buyer shall direct such Customers to Codespot with respect to any proceeding under any domestic additional Codespot products or foreign bankruptcy or insolvency law; (iv) makes or seeks related services such Customers may desire 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 purchase.
9.3 If (e) Except to the extent as may be expressly set forth herein, termination is not the sole remedy under this Agreement and (whether or not termination is terminated effected) all other remedies will remain available, including those provided by either partyapplicable law. Sections 2(c)-(h), 3, 4(d), 5, 6, 7, 10(d), 10(e) and 11 through 16 shall survive termination of this Agreement. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Engineer shall be paid for all Services performed through parties that have accrued up to the effective date of termination, including reimbursable expenses. In the event right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up Codespot’s right to the effective date of terminationbe paid all accrued but unpaid payment obligations.
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Term Termination. 9.1 The initial term of this Agreement commences as of will commence on the Effective Date andand continue until the earlier of (a) November 30, unless terminated earlier pursuant to any 2007 or (b) the day after the conclusion of the Agreement's express provisions2007 Parade (the “Initial Term”), and will continue in effect until automatically renew for consecutive one (1)-year renewal terms (each, a “Renewal Term”) unless Chuy’s notifies MY/ZP on or before April 1, 2007 (with respect to the parties have performed their obligations under first Renewal Term), and April 1 of any other then current term of its intent not to renew (the Agreement’s terms Initial Term and conditions (any Renewal Terms will be referred to collectively as the “Term”).
9.2 In addition to any other express termination right set forth elsewhere in this Agreement:
(1) Engineer . Either Party may terminate this Agreement, effective on written notice Agreement prior to Owner, ifthe expiration of the Term as follows: (i) Owner by a Party immediately upon notice to the other Party if the other Party breaches any provision of this Agreement and fails to pay any amount when due hereunder, and such failure continues more than ten cure the breach within fourteen (1014) calendar days after Engineer’s delivery notice of written notice thereofthe breach; 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 by a Party immediately upon notice to the other party Party if the other party materially breaches this Agreement through no fault Party is insolvent or has a petition brought by or against it under the insolvency laws of the terminating party, and such breach: (i) is incapable of cureany jurisdiction; 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) Party makes or seeks to make a general assignment for the benefit of its creditors; if the other Party has been dissolved, wound up, or (v) applies for liquidated; or has appointed if a receiver, trustee, custodian, or similar agent is appointed by order of with respect to any court of competent jurisdiction to take charge of or sell any material substantial portion of its the property or business .
9.3 If of the other Party. Notwithstanding anything to the contrary in this Agreement, termination or expiration of this Agreement is terminated by either party, will not affect any of the Engineer shall be paid for all Services performed through Parties’ respective rights or obligations that are (i) vested pursuant to this Agreement as of the effective date of terminationsuch termination or expiration (including obligations for payment, indemnity and remedies for breach of this Agreement); or (ii) reasonably intended by the Parties to survive such termination or expiration, including reimbursable expenses. In the event of terminationSection 1(a)(ii)(3) and (4), the Owner will receive reproducible copies last three sentences of DrawingsSection 1(a)(ii), Specifications Section 1(a)(iii), the third sentence of Section 1(b), Section 2(b), and other documents completed by the Engineer up to the effective date Sections 3 through 11 of terminationthis Agreement.
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Samples: Parade Sponsorship Agreement (Chuy's Holdings, Inc.)
Term Termination. 9.1 The term 12.1 Subject to the other provisions of this Agreement commences and of this Article 12, this Agreement shall be effective, for each country of the Territory, as of the Effective Date and, unless terminated earlier pursuant and year first above written and shall be in full force and effect with respect to any the Products for a period of fifteen (15) years from the date of first commercial sale of the Agreement's express provisionsfirst Product in such country, will continue provided, however, that the term of this Agreement shall be extended for one additional year, on a country by country basis, for each country 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: which (i) Owner fails to pay any amount when due hereunder, and the first commercial sale of the second Product in such failure continues country shall have been made more than ten (10) calendar days one year after Engineer’s delivery the first commercial sale of written notice thereof; or the first Product in such country and (ii) there LICENSOR shall have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless met all of whether any such failures were timely curedits obligations under Section 12.4 with respect to both Products.
(2) 12.2 Either party may shall have the right to terminate this Agreement effective on written notice by giving to the other not less than ninety (90) days' prior written notice in the event that the other shall, at any time, commit a material breach of any of its obligations hereunder (other than a material breach which would give rise to a right of LICENSOR to terminate this Agreement in whole or in part under Section 12.4 hereof) and fail to cure such material breach during the period of said notice.
12.3 This Agreement may be terminated without further notice by either 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 should become insolvent or is generally unable to pay, should make 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 seek to make a general an arrangement with or an assignment for the benefit of its creditors; or if proceedings in voluntary or involuntary liquidation or pursuant to any other insolvency law shall be instituted by, on behalf of or against the other party or if a receiver or trustee of the other party' s property shall be appointed.
12.4 This Agreement may be terminated upon written notice by LICENSOR to LICENSEE as to a particular country or countries with respect to a particular Product or Products if LICENSEE has failed to file an application for marketing approval of such Product in such country within one year from the receipt by LICENSEE of a Health Registration Dossier; if however, the applicable regulatory authority in a country requires, as to a Product, proof of regulatory approval or of a free sale certificate (or its equivalent) from some other jurisdiction or requires that LICENSEE conduct additional clinical trials or imposes any additional regulatory requirement, LICENSOR's rights to terminate as to such Product provided in this sentence shall not arise until one year from LICENSEE's receipt of proof of such regulatory approval or of such free sale certificate (or its equivalent), completion of such additional clinical trials or fulfillment of such additional requirement. LICENSEE shall use diligent efforts to achieve approvals for each Product in each country in the Territory. If LICENSEE is required to conduct additional clinical trials in a country in the Territory prior to filing for marketing approval of a Product, LICENSEE shall use diligent efforts to conduct such trial(s), provided the conduct of such trials is commercially reasonable. If the conduct of such trials is not commercially reasonable and LICENSEE has not achieved Net Sales with respect to a Product in such country as required hereunder, LICENSOR shall have the right to terminate LICENSEE's rights with respect to such Product in such country. Subject to suspension of performance hereunder for any period during which Force Majeure requires suspension of performance, this Agreement shall expire as to any country with respect to a Product if Net Sales of such Product are not made in such country by the earlier of: three (3) years from the date on which LICENSEE received a Health Registration Dossier from LICENSOR for such Product or six months from the date on which such Product may first be sold legally and pricing and/or reimbursement approvals have been received by LICENSEE in such country in the Territory.
12.5 This Agreement may be terminated by LICENSEE with respect to a Product in one or more countries in the Territory upon 90 days written notice to LICENSOR. ARTICLE 13 POST-TERMINATION OBLIGATIONS ----------------------------
13.1 Upon a partial or full termination of this Agreement for any reason whatsoever or upon expiration of the same, LICENSOR shall, at its option, either (i) grant LICENSEE the right to fully exhaust or cause to be exhausted all stocks of each Product on hand on the date of termination or expiration in each country of the Territory as to which the termination or expiration applies, as well as the right to use any stocks of packaging materials, excipients and labels (hereafter "Materials") on hand in the manufacture of such Products or (ii) re-purchase such stocks of each such Product and Materials at a price to be mutually agreed by the parties.
13.2 Subject to the provisions of this Article 13.2 and the rights which may be granted to LICENSEE pursuant to Article 13.1
(i) upon the expiration or full or partial termination of this Agreement, LICENSEE and its Affiliates (i) shall not themselves, or in association with any other person or entity, use the Trademarks relating to any terminated Product in any country of the Territory as to which the termination or expiration applies, and (ii) shall not register in any terminated country in the Territory any trademark which is confusingly similar to the Trademarks relating to any such terminated Product, and (iii) shall transfer and assign to LICENSOR, without charge, all of their rights, title and interest in such Trademarks in each such country in the Territory and shall execute all such instruments and agreements as shall be necessary or appropriate to effectuate the transfer of ownership to LICENSOR in and to such Trademarks and to cancel any applicable recorded licenses or Registered User Agreements for such Trademarks; it is agreed that this covenant shall survive the termination or expiration of this Agreement, for so long as LICENSOR has valid enforceable rights to the Trademarks in the Territory.
13.3 Upon the expiration or a partial or full termination of this Agreement, LICENSEE and its Affiliates (i) shall transfer and assign to LICENSOR, all registrations and permits or similar documentation necessary for the sale of each Product in each country of the Territory as to which the expiration or termination applies, including without limitation, health registrations (applications and approvals), pricing and/or reimbursement approvals and permits; (reasonable out-of-pocket costs of such transfer and assignments shall be borne by LICENSOR); (ii) in the event LICENSEE is manufacturing a Product hereunder as to which the expiration or termination applies, LICENSEE shall cooperate with LICENSOR to achieve an orderly transition of the manufacturing process and ensure supply of such Product in the Territory; (iii) shall provide LICENSOR with samples of promotional materials used for each Product in each country in the Territory as to which the expiration or termination applies; (iv) shall provide LICENSOR with customer lists developed for marketing each Product in each country in the Territory as to which the expiration or termination applies; and (v) applies for or has appointed a receivershall perform such other actions and shall execute, trusteeacknowledge and deliver all such assignments, custodiantransfers, 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 consents and other documents completed as may be reasonably necessary to effectuate an orderly transfer to LICENSOR of all rights necessary to commercialize the Products in each country in the Territory as to which the expiration or termination applies (reasonable out-of-pocket costs of such assistance shall be borne by the Engineer up LICENSOR).
13.4 Upon any termination or expiration of this Agreement, LICENSEE shall submit payment to the effective date of terminationLICENSOR for any earned but unpaid royalties or milestones.
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Term Termination. 9.1 The term (a) This agreement will enter into force on the Commencement Date and shall remain in force for an initial period of this Agreement commences as three (3) years, to be followed by a two (2) year period of the Effective Date andautomatic renewal, unless terminated earlier pursuant by either party, subject to any the terms contained within Section 16 and PROVIDED ALWAYS THAT this Agreement shall under no circumstances whatsoever remain in force for a total period 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 five (105) 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 curedyears.
(2b) Either At any time after the Commencement Date, either party may terminate this Agreement without cause by providing eighteen (18) calendar months’ prior written notice of termination to the other party, which such termination shall be effective on upon the expiration of such eighteen (18) calendar month period.
(c) In the event of a material breach: (A) in the case of Biochrom, of its obligations pursuant to Section 2(b)(i), 4(a), 8, 10(a), 11, 12(a), 13(b) or 14 and (B) in the case of AP Biotech, of its obligations pursuant to Section 5(a), 9, 10(b), 12(b), 14 or 17, which shall (if capable of remedy) not be remedied within thirty (30) days of written notice of such breach from the non-breaching party (which notice shall specify the obligations under this Agreement that have been breached), the Agreement shall terminate effective upon the expiration of such thirty (30) day period.
(d) A party shall have the right to terminate this Agreement by immediate written notice to the other party, upon the occurrence of an Insolvency Event with respect to the other party.
(e) Either party shall be entitled to terminate this Agreement by immediate written notice if during its term the other party materially breaches this Agreement through no fault undergoes a Change of Control, which, in the reasonable opinion 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 party could preclude the non-breaching other party provides the breaching party with written notice of such breach.
(3) Either party may terminate from substantially performing its obligations under this Agreement, effective immediately, if . For the other party: purposes of this paragraph (ie) 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 “Change 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 Control” 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.mean:-
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Term Termination. 9.1 The term This Agreement shall commence as of the date of this Agreement commences as of and shall extend through December 31, 2006 (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 (“Initial Term”). Thereafter, the parties shall negotiate in good faith to extend the Agreement.
9.2 In addition to This Agreement may be terminated at any other express termination right set forth elsewhere in this Agreement:
(1) Engineer may terminate this Agreement, effective on time by written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, agreement executed by STERIS 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 curedSTERION.
(2) 9.3 Either party may terminate this Agreement effective upon:
(a) the material breach by the other party of any provision of this Agreement, which breach shall not have been cured by the breaching party within 30 days after receipt of notice of such breach by the non-breaching party;
(b) the commencement of any administrative or governmental action or measure that suspends or terminates the other party’s business and such suspension or termination is not vacated within 30 days;
(c) the insolvency of the other party or the failure of the other party to meet its debts as they become due;
(d) the other party’s general assignment for the benefit of creditors or commencement of liquidation, bankruptcy or receivership;
(e) the other party’s discontinuation of its corporate existence or merger or consolidation with (where it is not the surviving entity), or sale or lease of all or substantially all of its assets to, any other entity without the prior written consent of the other party hereto;
(f) a change of control of the other party without the prior written consent of the other party hereto; provided that for the purposes of this Agreement a “change of control” shall occur when a party to this Agreement consummates a merger, consolidation, share exchange, division or other transaction or series of any of the foregoing transactions with any person resulting in the shareholders of such party immediately prior to such transaction beneficially owning, directly or indirectly, 50% or less of the combined voting power of the outstanding voting securities of such party; or
(g) the other party ceasing to carry on business or committing any act amounting to business failure. The termination of this Agreement pursuant to this Section shall not relieve the breaching party of any liability to the other party for any damages suffered as a result of such breach.
9.4 STERIS may terminate this Agreement as of the first anniversary of the date of this Agreement or any time thereafter by providing 90 days’ prior notice to STERION of such termination.
9.5 STERIS shall have the right to (i) terminate this Agreement (ii) terminate any existing Manufacturing Orders and/or (iii) cancel any shipments under such Manufacturing Orders, in each of clauses (i) through (iii) of this Section without any liability of STERIS to STERION in the event:
(a) STERION is unable or fails to manufacture or deliver the Products in accordance with the terms and conditions contained in this Agreement for a period of more than 30 consecutive days;
(b) a quality failure occurs that requires a field correction as ordered by a regulatory authority;
(c) STERIS terminates this Agreement pursuant to Section ; or
(d) STERIS and STERION fail to reach agreement on pricing for any renewal term pursuant to Section .
9.6 STERION shall use its best efforts to provide STERIS with prior written notice when STERION believes or has reason to believe that it will be unable or unwilling to manufacture the Products for a period of more than 30 consecutive days.
9.7 Upon termination of this Agreement for any reason, all obligations under this Agreement shall terminate; except that:
(a) all open Manufacturing Orders not terminated pursuant to Section hereof shall be processed as provided in this Agreement;
(b) the confidentiality provisions contained in shall survive as provided therein;
(c) the provisions of shall survive as provided therein;
(d) STERION’s obligations to assist in the relocation and transition of the manufacturing services as described in Section shall survive;
(e) indemnification provided in shall survive the termination of this Agreement without limitation as to time; and
(f) the provisions of Section 9.0 of attached Exhibit C shall survive.
10.1 Each party will keep in strict confidence, and will not, directly or indirectly, at any time during the Initial Term or thereafter or after the termination of this Agreement, disclose, furnish, disseminate, publish, make available or, except in the course of exercising such party’s rights or performing such party’s obligations under this Agreement, use any trade secrets or confidential business or technical information of the other party or its products, intellectual property, customers, licensees, suppliers or development or alliance partners or vendors, regardless of when or how such party may have acquired such information (“Confidential Information”). Such Confidential Information shall include, without limitation, the terms of this Agreement, the terms of the Purchase Agreement, the Intellectual Property (as defined in the Purchase Agreement), the other party’s product development methods and business techniques, work plans, formulas, test results and information, applications, algorithms, technical information, manufacturing information, design information, cost or pricing information, know-how, technology, prototypes, ideas, inventions, improvements, training, sales volume service and business manuals, promotional materials, development partnerships and other alliances, customer lists, prospective customer lists and other business information, materials and property, and all Improvements (as herein defined).
10.2 Each of the parties hereto may disclose the Confidential Information to those of its employees, sub-contractors, sub-distributors or agents as may be reasonably necessary to carry out the provisions of this Agreement; provided that before any such disclosure, the disclosing party shall make those employees, sub-contractors, sub-distributors and agents aware of the disclosing party’s obligations of confidentiality under this Agreement and shall at all times procure compliance by, and be responsible for any non-compliance by, those employees, sub-contractors, sub-distributors or agents with such confidentiality obligations.
10.3 Each party specifically acknowledges that all Confidential Information, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of such party and whether compiled by either or both parties, (i) derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, (ii) that reasonable efforts have been made by the other party to maintain the secrecy of such information, (iii) that such information is the sole property of the other party and (iv) that any retention and use of such information by such party during the Initial Term or thereafter (except in the course of exercising such party’s rights or performing such party’s obligations under this Agreement) or after the termination of this Agreement constitutes a misappropriation of the other party’s trade secrets. The foregoing shall not apply to information that (i) has become generally available and publicly known through no wrongful act or breach of any obligation of confidentiality by such party; (ii) was approved in writing for release by the other party; or (iii) was received by such party from a third party who has no obligation of confidentiality to the other party regarding this information.
10.4 In the event that either party hereto shall be legally compelled or required (by written interrogatories, depositions, court order, requests for information or documents, subpoenas, civil investigative demands or similar compulsory process or the requirements of the federal securities laws and the rules and regulations promulgated thereunder, the Securities and Exchange Commission (the “SEC”) or any state securities commission or a representative of any securities market) (for purposes of this Section , a “Compelled Party”) to disclose any of the Confidential Information, the Compelled Party shall promptly provide written notice to the other party if the to enable such other party materially breaches this Agreement through no fault to seek a protective order, in camera process or other appropriate remedy to avoid public or third-party disclosure 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 expensesConfidential Information. In the event of terminationthat such protective order or other remedy is not obtained, the Owner Compelled Party shall furnish only so much of the Confidential Information that it is legally compelled to disclose and shall exercise its best efforts to obtain reliable assurance that confidential treatment will receive reproducible copies be accorded the Confidential Information. The Compelled Party shall cooperate with and assist the other party in seeking any protective order or other relief requested pursuant to this Section . Notwithstanding the foregoing, STERIS acknowledges that STERION is required to disclose the terms of Drawingsthis Agreement and the Purchase Agreement by filing a Current Report on Form 8-K with the SEC and to file this Agreement and the Purchase Agreement as exhibits to such Form 8-K and on its Annual Report on Form 10-K SB and that such filings, Specifications and other documents completed by than the Engineer up filing of any schedules or exhibits to this Agreement or the Purchase Agreement, will not be subject to the effective date provisions of terminationthis Section 10.4; provided, however, that STERION will provide STERIS a copy of such Form 8-K at least three business days prior to filing and give STERIS an opportunity to comment thereon, which comments must be received at least one business day prior to filing such Form 8-K.
10.5 Upon termination of this Agreement for any reason, each party hereto shall promptly return to the other party all tangible forms of Confidential Information of the other party held by such party.
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