TERMINATION 86 Sample Clauses

The TERMINATION 86 clause defines the conditions and procedures under which a contract may be ended before its natural expiration. Typically, this clause outlines the specific events or breaches that can trigger termination, such as non-performance, insolvency, or mutual agreement, and may require written notice or a cure period before termination becomes effective. Its core practical function is to provide both parties with a clear and agreed-upon mechanism for ending their contractual relationship, thereby managing risk and preventing disputes over how and when a contract can be lawfully terminated.
TERMINATION 86. Section 9.1 Termination 86 Section 9.2 Effect of Termination 87 Article X. MISCELLANEOUS 89 Section 10.1 Amendment and Modification; Waiver 89 Section 10.2 Non-Survival of Representations and Warranties 89 Section 10.3 Expenses 89 Section 10.4 Notices 90 Section 10.5 Certain Definitions 92 Section 10.6 Terms Defined Elsewhere 109 Section 10.7 Interpretation 113 Section 10.8 Counterparts 114 Section 10.9 Entire Agreement; Third-Party Beneficiaries 114 Section 10.10 Severability 115 Section 10.11 Governing Law; Jurisdiction 115 Section 10.12 Waiver of Jury Trial 116 Section 10.13 Assignment 116 Section 10.14 Enforcement; Remedies 116 This BUSINESS COMBINATION AGREEMENT (hereinafter referred to as this “Agreement”), dated March 9, 2020, is by and between Aon plc, a company incorporated under the laws of England and Wales, with registered company number 07876075 (“Aon UK”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Public Limited Company, an Irish public limited company (“WTW”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 10.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Aon UK and WTW are referred to collectively herein as the “Parties”, and Aon UK, on the one hand, and WTW, on the other hand, are each sometimes referred to herein as a “Party”.
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TERMINATION 86. Section 7.1 Termination 86 Section 7.2 Effect of Termination 87
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TERMINATION 86. 8.1 Termination 86 8.2 Notice of Termination; Effect of Termination 88 8.3 Effect of Termination 88 9.1 Expenses 88 9.2 Break Fee 88 9.3 Payments 89 10.1 Survival of Representations and Warranties and Covenants and Agreements 89 10.2 Indemnification 90 10.3 Matters Involving Third Parties 90 10.4 Direct Claims 92 10.5 Adverse Consequences 92 10.6 No Other Indemnification Provisions 92 10.7 Limitation on Indemnification; Mitigation 93 10.8 Offset 93 10.9 Reserved. 93 10.10 Materiality 93 11.1 Stockholder Representative 93 11.2 Notices 96 11.3 Counterparts; Facsimile and Electronic Signatures 98
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TERMINATION 86. Section 8.1 Termination 86 Section 8.2 Procedure and Effect of Termination 87 Section 8.3 Buyer Termination Fee 88 Section 9.1 No Survival 89 Section 9.2 Indemnification 89 Section 9.3 Indemnification Procedures 90 Section 9.4 Limitation of Liability 92 Section 9.5 Sole Monetary Remedy 92 Section 9.6 Tax Treatment 92 Section 10.1 Fees and Expenses 93 Section 10.2 Notices 93 Section 10.3 Severability 94 Section 10.4 Binding Effect; Assignment 94 Section 10.5 No Third Party Beneficiaries 94 Section 10.6 Section Headings 95 Section 10.7 Entire Agreement 95 Section 10.8 Consent to Jurisdiction 95 Section 10.9 Waiver of Jury Trial 95 Section 10.10 Governing Law 96 Section 10.11 Waiver of Conflicts; Privilege 96 Section 10.12 Specific Performance 97 Section 10.13 Counterparts 98 Section 10.14 Amendment; Modification 98 Section 10.15 Schedules 98 Section 10.16 Time of Essence 98 Section 10.17 Bulk Sales Laws 98 Section 10.18 Language; Prevailing Documents 98 Section 10.19 Non-Recourse 99
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Related to TERMINATION 86

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be eff ected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity an d up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of t he ESC Region 8 and TIPS. Does vendor agree? Yes

  • On Termination In the event this Agreement is terminated for any reason prior to the expiration of its original term or any renewal term, Owner shall indemnify, protect, defend, save and hold Manager and all of the other Indemnified Parties harmless from and against any and all claims, causes of action, demands, suits, proceedings, loss, judgments, damage, awards, liens, fines, costs, attorney's fees and expenses, of every kind and nature whatsoever (collectively, "Losses"), that may be imposed on or incurred by Manager by reason of the willful misconduct, gross negligence and/or unlawful acts (such unlawfulness having been adjudicated by a court of proper jurisdiction) of Owner.

  • Term; Termination; Rights on Termination The term of this Agreement shall begin on the date hereof and continue for three (3) years, and, unless terminated sooner as herein provided, shall continue thereafter on a year-to-year basis on the same terms and conditions contained herein in effect as of the time of renewal (such initial three year period and any extensions thereof being referred to herein as the "Term"). This Agreement and Employee's employment may be terminated in any one of the following ways:

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity and up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of the ESC Region 8 and TIPS. Does vendor agree? Yes

  • Cancellation/Termination EY may terminate this Purchase Order in whole or in part, with or without cause, at any time and without liability, upon written notice to Supplier. In the event of any termination, Supplier shall promptly refund to EY any fees paid for Services or Work Product(s) that have not been provided as at the effective date of termination, and no further fees shall be due from EY in respect of the Services or Work Product(s). Termination or expiry of this Purchase Order for any reason shall not affect the accrued rights and obligations of the parties at the date of termination or expiry (as applicable).