Termination and Effects Clause Samples

The 'Termination and Effects' clause defines the conditions under which an agreement may be ended and outlines the consequences that follow such termination. Typically, it specifies the procedures for giving notice, the obligations that survive termination (such as confidentiality or payment of outstanding amounts), and the handling of any ongoing responsibilities. This clause ensures that both parties understand their rights and duties if the contract ends early or upon completion, thereby reducing uncertainty and potential disputes.
Termination and Effects. This Agreement may be terminated on an Investor-by-Investor basis (i) by mutual consent between the Company and such Investor evidenced in writing and (ii) by such Investor or the Company if the Closing does not occur on or before the date that is ten (10) business days following the Company’s Special Meeting, provided that the party seeking to terminate this Agreement pursuant to this Section 10 shall not have breached in any material respects its representations, warranties or covenants set forth in this Agreement. If this Agreement is terminated by either the Company or an Investor pursuant to the provisions of this Section 10, this Agreement with respect to the Company and such Investor shall forthwith become void and there shall be no further obligations on the part of the Company or such Investor or their respective stockholders, directors, officers, employees, agents or representatives, except for the provisions of Section 11, which shall survive any termination of this Agreement; provided, however, that nothing in this Section 10 shall relieve any party from liability for any breach of any representation, warranty, covenant, or agreement under this Agreement prior to such termination or for any willful breach of this Agreement.
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Termination and Effects. Termination of this Agreement shall not result in termination of Your Certified Scrum Professional Agreement unless specifically indicated by You or Us. If Scrum Alliance revokes or refuses to renew Your status as Scrum Foundations Educator, then Your rights under this Agreement will continue only with regard to Your CSP Certification and shall not include rights to offer Scrum Foundations program educational offerings. Upon termination, all rights Scrum Alliance grants to You under this Agreement immediately and automatically terminate and You must immediately stop all display, advertising, and other use of the Scrum Foundations Marks in any and all manner. If You have Scrum Foundations Educator Permitted Activities scheduled with clients but not yet performed, You will be responsible for informing all such clients that You can no longer provide Scrum Foundations program educational offerings, or any other sanctioned activities. You agree that We have the right to contact any such clients for the purpose of communicating Your revoked status as a Scrum Foundations Educator. All provisions in the following Certified Scrum Professional Agreement heading titles will survive the termination or expiration (the “End Date”) of this Agreement for any reason: “▇▇▇▇ Ownership”, “No Confusing Trade Names”, “No Confusing Domain Names or Keywords”, “Termination and Effects”, “Confidentiality”, “Indemnification”, and “General Provisions”. The termination or expiration of this Agreement will not affect Certified Scrum Professional’s or Scrum Alliance’s accrued rights or liabilities.
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Termination and Effects. This section outlines all the ways in which this agreement could be terminated and which party can seek to terminate this agreement under the described circumstances. Upon termination of this agreement, it is important that the Licensee immediately stops using the software, returns or destroys the software and any confidential information, and pays all amounts due under this agreement.
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Termination and Effects. (1) This Agreement may be terminated by either Party by providing the other Party a minimum of six (6) months prior written notice at any time after the date that is the third anniversary of the Commercial Launch Date for Zileuton XR. (2) If the Commercial Launch Date for Zileuton XR is delayed beyond May 31, 2008, ▇▇▇ shall have the right, on or before July 1, 2008, to terminate this Agreement by providing CRTX written notice, which termination shall be effective sixty (60) days after receipt of such notice. In such event, if ▇▇▇ has paid to CRTX the $4 million milestone payment described in Section (a) of this Agreement, CRTX shall make a payment to ▇▇▇ in the amount of US $2 million within five (5) Business Days of receipt of DEY's termination notice. (3) If either Party breaches this Agreement by not fulfilling its Detailing requirements set forth in this Agreement, in addition to the right to terminate this Agreement as set forth in Section 12.2(4) below, as liquidated damages and not as a penalty, the Co-Promotion Fees described in Section 5 shall be adjusted as mutually agreed to between the Parties. (4) Either Party may terminate this Agreement prior to expiration of the Term in the event that the other Party materially breaches or defaults in the performance of any of its obligations hereunder, and has not cured such breach within [**] days after notice requesting cure of the breach has been received. The Parties agree that if either Party meets less than [**] percent ([**]%) of their Detailing requirements set forth in this Agreement for any three (3) month period, such failure shall constitute a material breach unless the Parties agree otherwise in writing. (5) If any acquirer of ▇▇▇ markets, manufacturers, sells, details or promotes a product containing Zileuton for sale in the Territory, CRTX will have the option to terminate this Agreement upon at least three (3) months prior written notice to ▇▇▇. (6) ▇▇▇ has the right to terminate this Agreement if Net Sales of Zileuton XR for any four consecutive Calendar Quarters after the Commercial Launch Date for Zileuton XR are below US $25 million; provided, however, that this termination right must be exercised providing at least two (2) months prior written notice to CRTX. (7) The right of either ▇▇▇ or CRTX to terminate this Agreement as provided in this Section 12 shall not be affected in any way by such Party's waiver or failure to take action with respect to any previous breach or default. (8) ...
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Termination and Effects. Either party may terminate this Agreement at any time, with or without cause, upon sixty (60) days’ notice to the other. Upon termination of this Agreement, Licensee shall immediately cease all use and distribution of the API and return to Topcon all copies of the API within Licensee’s control within five (5) days after such termination or expiration. Upon ▇▇▇▇▇▇’s request,
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Termination and Effects. Termination of this Agreement shall not result in termination of Your Certified Scrum Trainer Agreement unless specifically indicated by You or Us. If Scrum Alliance revokes or refuses to renew Your status as CAL Educator, then Your rights under this Agreement will continue only with regard to Your CST Certification and shall not include rights to offer Certified Agile Leadership educational offerings or to recommend individuals as Certified Agile Leaders. You will not be entitled to any full or prorated refund of Your CAL Fee(s). Upon termination, all rights Scrum Alliance grants to You under this Agreement immediately and automatically terminate and You must immediately stop all display, advertising, and other use of the ▇▇▇ ▇▇▇▇▇ in any and all manner. If You have CAL Permitted Activities scheduled with clients but not yet performed, You will be responsible for informing all such clients that You can no longer provide Certified Agile Leadership educational offering, or any other sanctioned activities resulting in a Certified Agile Leadership certification. You agree that We have the right to contact any such clients for the purpose of communicating Your revoked status as a CAL Educator. All provisions in the following Certified Scrum Trainer Agreement heading titles will survive the termination or expiration (the “End Date”) of this Agreement for any reason: “▇▇▇▇ Ownership”, “No Confusing Trade Names”, “No Confusing Domain Names or Keywords”, “Effect of Termination; Survival”,
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Termination and Effects. A. Either party may terminate this Agreement for cause by written notice if the noticed party has failed to cure any material default within seven (7) days after receipt of written notice of such default. Either party may terminate this Agreement without cause or penalty by providing the other party with at least thirty (30) days’ prior written notice of termination. B. Either party may terminate this Agreement effective on written notice to the other party in the event such other party (i) dissolves, ceases to function as a going concern or conduct operations in the normal course of business; (ii) has a petition filed by or against it under any bankruptcy or insolvency law, including without limitation a petition for winding up the party which has not been dismissed or set aside within ten (10) days of its filing, or (iii) makes an assignment for the benefit of creditors. C. Upon any termination, (i) Manufacturer shall only be obligated to ship, and Facility shall only be obligated to accept, Products pursuant to orders accepted by Manufacturer prior to the date of termination, provided that Facility shall be required to pay the full purchase price for such Products prior to shipment and (ii) all moneys owed by Facility to Manufacturer shall become immediately due and payable. Unless otherwise provided herein, termination of this Agreement shall not relieve either party of any duty, claim, or liability that accrued before the date of termination. D. Any provision of this Agreement that, by its terms, is intended to continue beyond the termination of the Agreement shall continue in effect thereafter.
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Termination and Effects. This Agreement may be terminated on an Investor-by-Investor basis by mutual consent between the Company and such Investor evidenced in writing, provided that the party seeking to terminate this Agreement pursuant to this Section 10 shall not have breached in any material respects its representations, warranties or covenants set forth in this Agreement. If this Agreement is terminated by either the Company or an Investor pursuant to the provisions of this Section 10, this Agreement with respect to the Company and such Investor shall forthwith become void and there shall be no further obligations on the part of the Company or such Investor or their respective stockholders, directors, officers, employees, agents or representatives, except for the provisions of Section 13, which shall survive any termination of this Agreement; provided, however, that nothing in this Section 10 shall relieve any party from liability for any breach of any representation, warranty, covenant, or agreement under this Agreement prior to such termination or for any willful breach of this Agreement.
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Related to Termination and Effects

  • 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.

  • Confirmation and Effect The provisions of the Credit Agreement (as amended by this First Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this First Amendment, and this First Amendment shall not constitute a waiver of any provision of the Credit Agreement or any other Loan Document, except as expressly provided for herein. Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof’, “herein”, or words of like import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.

  • Procedure and Effect of Termination In the event of termination of this Agreement by a party hereto pursuant to Section 9.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of Sections 6.1(b), 6.6 and 10.5 shall survive the termination of this Agreement; PROVIDED, HOWEVER, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement (other than nonwillful breaches of representations, warranties and covenants, as to which no party shall be liable hereunder).

  • Execution and Effect of Agreement Buyer has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and the performance of Buyer’s obligations hereunder have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.

  • Authorization and Effect of Agreement Sellers have all requisite power and authority to execute and deliver this Agreement and all of the other agreements, certificates and other documents delivered or to be delivered on or after the date hereof and at or prior to the Closing in connection with the transactions contemplated hereby (the "Ancillary Documents") to which each is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Sellers of this Agreement and the Ancillary Documents to which each is or will be a party and the consummation by Sellers of the transactions contemplated hereby and thereby to be consummated by the Sellers have been duly authorized by all necessary corporate action on the part of Sellers, including, without limitation, all requisite approval by the stockholders of the Sellers pursuant to the Articles of Incorporation or By-Laws or other organizational documents of Sellers or otherwise. This Agreement and the Ancillary Documents to which each Seller is or will be a party have been or will be, as the case may be, duly executed and delivered by each Seller and constitute or will constitute, as the case may be, valid and binding obligations of Sellers, enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar Laws of general application affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies (whether applied in a proceeding at law or equity).