Termination and Post-Termination Sample Clauses

Termination and Post-Termination. Upon termination of this Agreement for any reason, it will be infeasible for Neuronetics to return or destroy all PHI received from Customer to the extent that this information will have been revised and incorporated into Neuronetics’ database of related information. Neuronetics will extend the protections of this Agreement to PHI in its possession and limit further uses and disclosures of such PHI to those purposes that make the return or destruction of PHI infeasible, for so long as Neuronetics maintains such PHI. Neuronetics will require any subcontractors or agents to return or destroy all PHI received from Customer, but only to the extent that such received PHI has not been revised and incorporated into Neuronetics’ database of related information. Upon Customer’s knowledge of an alleged material breach of this Section 15 by Neuronetics, Customer: (i) will provide Neuronetics an opportunity to cure such breach within thirty (30) days of Neuronetics’ receipt of Customer’s written notice of such breach, and may terminate this Agreement if Neuronetics does not cure such breach within such thirty (30) days; or (ii) may immediately terminate this Agreement if Neuronetics has breached a material term of this Section 15 and cure is not possible. If neither termination nor cure is feasible, Customer may report the breach to the Secretary. Upon Neuronetics’ knowledge of a pattern of material breaches or violations of this Section 15 by Customer, Neuronetics will work with Customer to take steps to cure such breaches or end the violation and, if such steps are unsuccessful, Neuronetics will terminate this Agreement if feasible, and if it is not feasible to terminate this Agreement, Neuronetics may report the problem to the Secretary.
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Termination and Post-Termination. 6.1 The Client may terminate this Agreement with one calendar month's notice in writing, effective from the date of the next invoice. The termination will take effect no sooner than the end date of the minimum term contract. 6.2 Upon termination for any reason, the Client is required to settle any outstanding balance immediately. 6.3 If the contract is terminated due to a material breach, the Client will not be entitled to any further services but is required to pay for the remaining balance of their services based on the minimum term remaining, immediately. 6.4 If the Client is in breach of this Agreement, the Company reserves the right to terminate the Agreement immediately, without notice. 6.5 Post-termination, the following clauses and sub-clauses will continue to be enforceable: 3.5 (Payment), 3.8 (Chargebacks), 3.9 (Credit Notes), 3.10 (Refunds), 7 (Confidentiality), 8 (Non-Compete and Non-Solicitation), 9 (Intellectual Property), 10 (Client Responsibilities), 15 (Data Protection), 16 (Liability and Indemnity), 18 (Legal Compliance), 20 (Reviews and Testimonials), and 21 (Dispute Resolution).
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Termination and Post-Termination. 13.1 The Company will have the option to terminate this Agreement at any time, immediately on written notice to the Client if the Client: (a) is in material breach of any provision of this Agreement and the breach, if capable of remedy, has not been remedied within ten (10) Business Days after service by the Company of notice requiring the breach to be remedied; (b) persistently breaches any term of this Agreement; (c) being a corporate body, enters into liquidation or any composition with its creditors, or has a resolution passed to wind up (except for amalgamation or reconstruction) or has a receiver or administrator appointed over all or any part of its assets or ceases permanently to trade or threatens to do so; (d) being an individual, is the subject of a bankruptcy petition or order, or it makes an application for a bankruptcy order in relation to itself; (e) fails to pay any monies due under this Agreement within ten (10) Business Days of the relevant due date; (f) or its directors, employees or any associate is involved in any activity or acts in a manner which, in the reasonable opinion of the Company, is immoral or could bring the reputation of the Company into disrepute; (g) fails to comply with clause 10.3; or (h) fails to conform with any legal requirement under anti-money laundering regulations within 14 days from the commencement date of this contract; or (i) fails or breaches any other compulsory legal requirements or policies that maybe brought into effect after the commencement date of this agreement by the Company. In respect of additional requirements, the Client will have 45 days from the date of notification to conform with the new requirement(s).
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Related to Termination and Post-Termination

  • Post Termination After the Employee has terminated their employment with the Employer, the Employee shall be bound to Section XII of this Agreement for a period of ☐ Months ☐ Years (“Confidentiality Term”). If the Confidentiality Term is beyond any limit set by local, State, or Federal laws, then the Confidentiality Term shall be the maximum allowed legal time-frame.

  • 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

  • Term of Agreement; Termination A. The term of this Agreement shall commence on the date hereof. B. This Agreement shall terminate at the Effective Time of the Merger or the earlier of (i) at any time prior to consummation of the Merger by the written consent of the parties hereto and (ii) termination of the Merger Agreement in accordance with its terms. Upon such termination, no party shall have any further obligations or liabilities hereunder; provided, however, such termination shall not relieve any party from liability for any willful breach of this Agreement prior to such termination.

  • Agreement Termination In the event Contractor is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, including circumstances beyond its control, County may terminate this Agreement in whole or in part in the same manner as for breach hereof.

  • Termination and Termination Benefits Notwithstanding the provisions of Section 3, the Executive's employment under this Agreement shall terminate under the following circumstances set forth in this Section 6.

  • Term Termination and Survival 9.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work unless sooner terminated pursuant to Section 9.2 or Section 9.3. 9.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party: (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. (c) 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 45 business days after filing. (d) Is dissolved or liquidated or takes any corporate action for such purpose. (e) Makes a general assignment for the benefit of creditors. (f) Has 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 Notwithstanding anything to the contrary in Section 9.2(a), TAI may terminate this Agreement upon written notice to XXX upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”): (a) XXX fails to pay any undisputed amount when due hereunder and such failure continues for 30 days after XXX’s receipt of written notice of nonpayment; (b) XXX fails to timely achieve, complete, or pass any of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as set forth in Exhibit A as determined in the good faith discretion of TAI; provided that, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieve, complete or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer than 45 days; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% of the voting stock of XXX by means of any transaction or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary of the date hereof), (ii) the acquisition of ownership or power to vote more than 10% of the voting stock of XXX by a TAI competitor, (iii) a sale of all or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;

  • Survival; Termination The representations, warranties, and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of two years.

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

  • 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

  • Post-Termination Cooperation Following any termination of this Agreement, all Parties shall thereafter cooperate fully and work diligently in good faith to achieve an orderly resolution of all matters resulting from such termination.

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