TERMINATION AND CHANGE Sample Clauses

TERMINATION AND CHANGE. A. Buyer may terminate this Agreement or any order under this Agreement, in whole or in part, for cause, including in the event that Seller: (i) has not performed or complied in any material respect with any of the terms of this Agreement, (ii) performs Services or delivers Deliverables that are defective or that do not conform to this Agreement or (iii) fails upon request to provide Buyer with reasonable assurances of future performance. Additionally, Buyer may terminate this Agreement in the event of any of the following: (i) insolvency of Seller; (ii) the filing of an involuntary or voluntary petition of bankruptcy against Seller; (iii) the execution by Seller of an assignment for the benefit of creditors; or (iv) the appointment of a receiver over Seller’s assets. Any termination pursuant to this Section 5.A. shall be effective immediately upon written notice to Seller. B. Buyer reserves the right to terminate this Agreement or any order under this Agreement, in whole or in part, for its sole convenience, without reason or cause. In the event of such termination, Seller immediately shall stop performing the Services and shall promptly cause all of its suppliers and subcontractors to cease performing the Services. Following any termination pursuant to this Section 5.B., Seller shall be paid a reasonable termination charge consisting solely of a portion of the order price reflecting the percentage of the Services that Seller has performed prior to the notice of termination, which termination charge shall be approved by Buyer. Within thirty (30) days after receipt of a termination notice, Seller shall submit its claim for payment of the termination charge. Buyer reserves the right to verify Seller’s claim for the termination charge by auditing all relevant records of Seller, and Seller shall provide all reasonably requested cooperation and access for such audit. Seller shall not be paid for any Services performed after receipt of the notice of termination, nor for any costs incurred by Seller’s suppliers or subcontractors which Seller could reasonably have avoided. In no event shall Buyer be liable or responsible for any loss of profits by Seller or Seller’s suppliers or subcontractor or for any cancellation charges payable by Seller or Seller’s suppliers or subcontractors. C. Buyer shall have the right to make any changes, additions or alterations in and to the Services and Deliverables, including the items, quantities, destination, specifications, drawi...
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TERMINATION AND CHANGE. X. Xxxxx may terminate this Purchase Order, or any term or condition under this Purchase Order for cause in the event of any breach by the Seller of this Purchase Order. The following constitute “for cause” terminations of this Purchase Order: (i) late deliveries; (ii) deliveries of goods and services that are defective or that do not conform to this Purchase Order; (iii) breach by Seller of the terms and conditions of this Purchase Order; (iv) failure upon request to provide Buyer with reasonable assurances of future performance; (v) insolvency of Seller;
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TERMINATION AND CHANGE of Control --------------------------------- (a) If the Executive shall die during the Employment Period, this Agreement shall terminate, except that (i) Executive's surviving spouse or, if none, his estate, shall be entitled to receive Executive's compensation (including bonus) to the last day of the third calendar month following the date of his death; and (ii) such termination shall not affect any rights which Executive may have at the time of his death pursuant to any insurance or other death benefit, retirement, stock option or other plans or arrangements of the Company or of any subsidiary or affiliate of the Company, which rights shall continue to be governed by the provisions of such plans and arrangements. (b) At the sole discretion of the Board of Directors, Executive may be terminated if the Executive is disabled (as defined below) and shall have been absent from his duties with the Company on a full time basis for one hundred and eighty (180) consecutive days, and, within thirty (30) days after written notice by the Company to do so, the Executive shall not have returned to the performance of his duties hereunder on a full time basis. In the event of such termination, the Company shall make to Executive the payments specified in Section 4(d). As used herein, the term "disabled" shall (i) mean that Executive -------- is unable, as a result of a medically determinable physical or mental impairment, to perform the duties and services of his position, or (ii) have the meaning specified in any disability insurance policy maintained by the Company, whichever is more favorable to the Executive. (c) The Company may, by notice to Executive, terminate Executive's employment hereunder for cause. As used herein, "cause" shall mean (i) the ----- conviction of Executive of a felony or conviction of a misdemeanor if such misdemeanor involves moral turpitude; or (ii) Executive's voluntary engagement in conduct constituting larceny, embezzlement, conversion or any other act involving the misappropriation of Company funds in the course of his employment; or (iii) the willful refusal to carry out specific directions of the Board of Directors, which directions shall be consistent with the provisions hereof; or (iv) Executive's committing any act of gross negligence or intentional misconduct in the performance or non-performance of his duties as an employee of the Company; or (v) any material breach by the Executive of any material provision of this Agreement (othe...
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TERMINATION AND CHANGE. In the case that this Agreement is unable to continue due to any party, except for the immediate termination due to possible damage to human subject(s) after notification, the party shall inform the other parties one month before in written form, and this Agreement will be terminated after approved by the other parties; the same process shall be used for any amendments that occur. In the event that any party violates this Agreement, unless this Agreement stipulated otherwise, the other parties have the right to terminate this Agreement if the defaulting party still does not perform its obligations under this Agreement after being reminded by the other contracted parties, and the default party shall be liable for damages.
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TERMINATION AND CHANGE of the Contract) If it is recognized that the infringement on this contract by "Cusco" or "Leozone" makes it extremely difficult to realize the smooth performance of the service and there is no remarkable improvement within the period after "Cusco" or "Leozone" requests the improvement on the matter to the other party by determining the period of 10 days or more, "Cusco" or "Leozone" shall possibly terminate this contract. "Cusco" and "Leozone" shall possibly change the details of this contract with a written agreement.
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TERMINATION AND CHANGE. The student is permitted to decrease the meal plan contract one time each semester. Decreases may be made as follows: fall term - during the third full week of classes; spring term - during the first week of classes.. Students changing their meal plan contract during these periods must do so via the Housing and Real Estate Services website. After the above periods, the contract may be changed or terminated only for withdrawal from the University or with the permission of the Office of the Xxxx of Undergraduate Students for compelling personal reasons. If permission is granted by the Xxxx'x office, the student must change or terminate the contract with Housing and Real Estate Services. Fees may apply. All credits for the meal plan contract will be pro-rated. No refunds will be issued after April 1st. New meal plan contracts may be signed any time throughout the year. Upgrades to a meal plan or the initial selection of a meal plan may be made at any time except for billing blackout periods as determined by the University.
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TERMINATION AND CHANGE. 5.1 Buyer may terminate this Agreement for cause in the event of any default by Seller. The following are causes, among others, allowing Buyer to terminate this order:
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TERMINATION AND CHANGE. LaunchSource may suspend or terminate the Referral Program or a user’s ability to participate in the Program at any time and for any reason. Requirements and incentives may also change at any time at the Company’s sole discretion. Any referral deemed to be a result of fraudulent activities is null and void. We reserve the right to suspend or remove referrals if we notice any activity that we believe is abusive or fraudulent. LaunchSource also reserves the right to review and investigate all referral activities and to suspend, cancel, or modify referrals as we deem fair and appropriate.
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TERMINATION AND CHANGE. Buyer may terminate this Agreement or any order under this Agreement for cause in the event of any default by Seller. The following are causes, among others, allowing Xxxxx to terminate this order: (a) late delivery; (b) delivery of goods that are defective or that do not conform to this Agreement, or (c) failure upon request to provide Buyer with reasonable assurances of future performance. Additionally, Buyer may forthwith cancel this Agreement in the event of any of the following: (a) insolvency of Seller; (b) the filing of an involuntary or voluntary petition of bankruptcy against Seller; (c) the execution by Seller of an assignment for the benefit of creditors; or (d) the appointment of a receiver over Sellers assets. Buyer reserves the right to terminate this Agreement or any order under this Agreement for its sole convenience, without reason or cause. In the event of such termination, Seller immediately shall stop all work, and shall forthwith cause all of its suppliers and subcontractors to cease work. Upon approval by Xxxxx, Seller shall be paid a reasonable termination charge consisting solely of a percentage of the order price reflecting the percentage of the work performed prior to the notice of termination. Seller shall not be paid for any work performed after receipt of the notice of termination.
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Related to TERMINATION AND CHANGE

  • Termination and Effect of Termination This Agreement shall terminate upon the date on which no Holder holds any Registrable Securities, except for the provisions of Sections 3.9 and 3.10, which shall survive any such termination. No termination under this Agreement shall relieve any Person of liability for breach or Registration Expenses incurred prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 3.9 hereof shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

  • Continuation and Termination This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx Xxxxxer, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

  • Termination Effect of Termination 41 Section 8.01. Termination............................................................. 41 Section 8.02. Effect of Termination................................................... 42

  • Termination and Cancellation 9. 1. Licences will expire after the period shown in Clause 3 (above). 9. 2. Licensee reserves the right to terminate the Licence in the event that payment is not received in full or if there has been a breach of this agreement by you. Appendix 1 — Acknowledgements: Reprinted by permission from [the Licensor]: [Journal Publisher (e.g. Nature/Springer/Palgrave)] [JOURNAL NAME] [REFERENCE CITATION (Article name, Author(s) Name), [COPYRIGHT] (year of publication) For Advance Online Publication papers: Reprinted by permission from [the Licensor]: [Journal Publisher (e.g. Nature/Springer/Palgrave)] [JOURNAL NAME] [REFERENCE CITATION (Article name, Author(s) Name), [COPYRIGHT] (year of publication), advance online publication, day month year (doi: 10.1038/sj.[JOURNAL ACRONYM].)

  • Term, Termination and Modification This Agreement is effective for the time period indicated on Appendix A, unless sooner terminated as provided below in this Paragraph. This Agreement may be terminated by mutual agreement of the parties at any time or by the Registrant on behalf of any one or more of the Funds upon thirty (30) days’ written notice to the Adviser. In addition, this Agreement shall terminate with respect to a Fund upon termination of the Advisory Agreement with respect to such Fund.

  • Duration and Termination This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

  • Modification and Termination No agreement to modify, amend, extend, supersede, terminate, or discharge this Settlement Agreement, or any portion thereof, is valid or enforceable unless it is in writing and signed by all Parties to this Settlement Agreement.

  • EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT a. The effective date of this Agreement with respect to each Fund shall be the date set forth on Exhibit A hereto. b. Unless sooner terminated as hereinafter provided, this Agreement shall continue in effect with respect to each Fund for a period of two years from the date of its execution, and thereafter shall continue in effect only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of the applicable Fund, and (ii) by the vote of a majority of the directors of the Company who are not parties to this Agreement or "interested persons," as defined in the 1940 Act, of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval. c. This Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of such Fund, or by Adviser, upon 60 days' written notice to the other party. d. This agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). e. No amendment to this Agreement shall be effective with respect to any Fund until approved by the vote of: (i) a majority of the directors of the Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of Adviser or of the Company cast in person at a meeting called for the purpose of voting on such approval; and (ii) a majority of the outstanding voting securities of the applicable Fund. f. Wherever referred to in this Agreement, the vote or approval of the holders of a majority of the outstanding voting securities or shares of a Fund shall mean the lesser of (i) the vote of 67% or more of the voting securities of such Fund present at a regular or special meeting of shareholders duly called, if more than 50% of the Fund's outstanding voting securities are present or represented by proxy, or (ii) the vote of more than 50% of the outstanding voting securities of such Fund.

  • Resignation and Termination An Authenticating Agent may resign by notifying the Indenture Trustee and the Owner Trustee. The Indenture Trustee may terminate the agency of an Authenticating Agent by notifying the Authenticating Agent and the Owner Trustee.

  • Termination and Termination Pay Subject to Section 12 of this Agreement, Executive’s employment under this Agreement may be terminated in the following circumstances:

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