Common use of Termination, Amendment and Interpretations of this Agreement Clause in Contracts

Termination, Amendment and Interpretations of this Agreement. 16.01. This Agreement may only be terminated by DSS as follows: a. in the event of a sale of the business or all the shares to a company or person not under FOCI; b. when DSS determines that existence of this Agreement is no longer necessary to maintain a facility security clearance for the Corporation. c. when DSS determines that continuation of a facility security clearance for the Corporation is no longer necessary; d. when DoD determines that there has been a breach of this Agreement that requires it to be terminated or when DoD otherwise determines that termination is in the national interest; or e. when the Parent Corporation and the Corporation for any reason and at any time, petition DSS to terminate this Agreement. However, DSS has the right to receive full disclosure of the reason or reasons therefor, and has the right to determine, in its sole discretion, whether such petition should be granted. 16.02. Unless it is terminated earlier under the provisions of paragraph 16.01, this agreement shall expire ten (10) years from the date of execution without any action being required of any of the parties to the agreement. However, if the Parent Corporation and the Corporation together request that DSS continue the agreement past the expiration date, DSS may extend the term of the agreement while a new agreement is being negotiated. Any request to extend the term of the agreement made under this paragraph shall be submitted to DSS no later than ninety (90) days prior to the expiration date of the agreement. 16.03. If DoD determines that this Agreement should be terminated for any reason, DSS shall provide the Corporation and the Parent Corporation with thirty (30) days written advance notice of its intent and the reasons therefor. 16.04. DoD is expressly prohibited from causing a continuation or discontinuation of this Agreement for any reason other than the national security of the United States. 16.05. This Agreement may be amended by an agreement in writing executed by all the Parties. 16.06. The Parties agree that with respect to any questions concerning interpretations of this Agreement, or whether a proposed activity is permitted hereunder, shall be referred to DSS and DoD shall serve as final arbiter/interpreter of such matters.

Appears in 2 contracts

Samples: Special Security Agreement (Global Defense Technology & Systems, Inc.), Special Security Agreement (Global Defense Technology & Systems, Inc.)

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Termination, Amendment and Interpretations of this Agreement. 16.0121.01. Unless extended in accordance with the law applicable hereto, this Agreement shall terminate without any action of or notice by the Voting Trustees, the Corporation or the Shareholder, ten (10) years from the effective date of this Agreement. 21.02. This Agreement may only be terminated by DSS as follows: a. in the event of a sale of the business or all of the shares Shares of the Corporation to a company company, partnership, joint venture, person or person other legal entity not under FOCI; b. when DSS determines that the existence of this Agreement is no longer necessary to maintain a facility security clearance Facility Security Clearance for the Corporation. c. when DSS determines that the continuation of a facility security clearance Facility Security Clearance for the Corporation is no longer necessary; d. when DoD determines that there has been a breach of this Agreement that requires it to be terminated terminated; or when DoD DSS otherwise determines that termination is in the interest of the national interestsecurity of the United States; or, e. when the Parent Corporation Shareholder and the Corporation for any reason and at any time, jointly petition DSS to terminate this Agreement. However; however, DSS has the right to receive full disclosure of the reason or reasons therefor, and has the right to determine, in its sole discretion, whether such petition should be granted. 16.02. Unless it is terminated earlier under the provisions of paragraph 16.01, this agreement shall expire ten (10) years from the date of execution without any action being required of any of the parties to the agreement. However, if the Parent Corporation and the Corporation together request that DSS continue the agreement past the expiration date, DSS may extend the term of the agreement while a new agreement is being negotiated. Any request to extend the term of the agreement made under this paragraph shall be submitted to DSS no later than ninety (90) days prior to the expiration date of the agreement. 16.0321.03. If DoD DSS determines that this Agreement should be terminated for any reason, DSS it shall provide the Corporation and the Parent Corporation Shareholder with thirty (30) days written advance notice of its intent and the reasons therefor. 16.0421.04. DoD is expressly prohibited from causing a continuation or discontinuation of DSS may refuse to terminate this Agreement for any reason other than when continuance is necessary in the interest of the national security of the United States. 16.0521.05. This Agreement may constitutes full and complete understanding between the Parties hereto as set out in full detail herein, and any changes, modifications, or amendments affecting this Agreement will be amended by an agreement binding and valid only if in writing executed writing, signed and dated by all the Partiesparties hereto. 16.0621.06. The Voting Trustees are authorized to consult with the Shareholder concerning any proposed amendments to, or termination of this Agreement. Documentation concerning such consultations shall be prepared and retained by the Voting Trustees for review by DSS. 21.07. The Parties to this Agreement agree that that, with respect to any questions concerning interpretations of this Agreement, or whether a proposed activity is permitted hereunder, shall be referred to DSS and DoD shall serve as final arbiter/interpreter of such matters.

Appears in 1 contract

Samples: Voting Trust Agreement

Termination, Amendment and Interpretations of this Agreement. 16.0115.01. This Agreement may only be terminated by DSS as follows: a. in the event of a the sale of the business Corporation or all the shares its Shares to a company or person not under FOCI; b. when DSS determines that existence of this Agreement is no longer necessary to maintain a facility security clearance for the Corporation.; c. when DSS determines that continuation of a facility security clearance for the Corporation is no longer necessary; d. when DoD determines that there has been a breach of this Agreement that requires it to be terminated or when DoD otherwise determines that termination is in the national interest; or; e. when the Parent Corporation Su Sih and the Corporation for any reason and at any time, petition DSS to terminate this Agreement. However, DSS has the right to receive full disclosure of the reason or reasons reason(s) therefor, and has the right to determine, in its sole discretion, whether such petition should be granted.; or 16.02. Unless it f. for any reason upon or following the date that is terminated earlier under the provisions of paragraph 16.01, this agreement shall expire ten five (105) years from the effective date of execution without any action being required this Agreement. 15.02. After five (5) years from the effective date of any of the parties to the agreement. Howeverthis Agreement, if this Agreement is not otherwise terminated pursuant to Section 15.01 above, this Agreement continues in successive thirty (30) day periods until such time as the Parent Corporation Parties execute a revised, restated or alternative agreement effectively mitigating FOCI at the Corporation. Su Sih and the Corporation together request that DSS continue the agreement past the expiration date, DSS may extend the term of the agreement while a new agreement is being negotiated. Any request to extend the term of the agreement made under this paragraph shall be submitted to jointly must notify DSS no later than ninety (90) days prior to the expiration date running of the agreementfive (5) year term with a proposed revised, restated or alternative agreement and include with such proposal a detailed description of the foreign ownership, control or influence. The Parties agree to negotiate a revised, restated or alternative agreement in conformance with U.S. Government industrial security policy in good faith and to use best efforts to execute such agreement expeditiously. 16.0315.03. If DoD determines that this Agreement should be terminated for any reason, DSS shall provide provides the Corporation and the Parent Corporation Su Sih with thirty (30) days written advance notice of its intent and the reasons therefor. 16.0415.04. Except as provided in Sections 15.01 and 15.02 above, DoD is expressly prohibited from causing a continuation or discontinuation of this Agreement for any reason other than the national security of the United States. 16.0515.05. This Agreement may be amended by an agreement in writing executed by all the Parties. 16.0615.06. The Parties agree that with respect to any questions concerning interpretations the interpretation of this Agreement, or whether a proposed activity is permitted hereunder, shall must be referred to DSS DSS, and DoD shall serve serves as the final arbiter/interpreter decision-maker of such matters.

Appears in 1 contract

Samples: Special Security Agreement (TTM Technologies Inc)

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Termination, Amendment and Interpretations of this Agreement. 16.01. This Agreement may only be terminated by DSS as follows: a. in the event of a sale of the business or all the shares to a company or person not under FOCI; b. when DSS determines that existence of this Agreement is no longer necessary to maintain a facility security clearance for the Corporation.Corporation and/or its subsidiaries; c. when DSS determines that continuation of a facility security clearance for the Corporation and/or its subsidiaries is no longer necessary; d. when DoD determines that there has been a breach of this Agreement that requires it to be terminated or when DoD otherwise determines that termination of this Agreement is in the national interest; or e. when the Parent Corporation and the Corporation Corporation, for any reason and at any time, petition petitions DSS to terminate this Agreement. However, DSS has the right to receive full disclosure of the reason or reasons therefor, and has the right to determine, in its sole discretion, whether such petition should be granted. 16.02. Unless it is terminated earlier under the provisions of paragraph 16.01, this agreement Agreement shall expire ten (10) years from the date of execution without any action being required of any of the parties to the agreement. However, if the Parent Corporation and the Corporation together request requests that DSS continue the agreement past the expiration date, DSS may extend the term of the agreement Agreement while a new agreement is being negotiated. Any request to extend the term of the agreement Agreement made under this paragraph shall be submitted to DSS no later than ninety (90) days prior to the expiration date of the agreement. 16.03. If DoD determines that this Agreement should be terminated for any reason, DSS shall provide the Corporation and the Parent Corporation with thirty (30) days written advance notice of its intent and the reasons therefor. 16.04. DoD is expressly prohibited from causing a continuation or discontinuation of this Agreement for any reason other than the national security of the United States. 16.05. This Agreement may be amended by an agreement in writing executed by all the Parties. 16.06. The Parties agree that with respect to any questions concerning interpretations of this Agreement, or whether a proposed activity is permitted hereunder, shall be referred to DSS and DoD shall serve as final arbiter/interpreter of such matters.

Appears in 1 contract

Samples: Special Security Agreement (Global Defense Technology & Systems, Inc.)

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