Termination and Substitution Sample Clauses

Termination and Substitution. These terms and conditions may be terminated by any party providing not less than three (3) months’ written notice. Without prejudice to any other rights or remedies to which it may be entitled, the Purchaser may terminate the Contract without liability to the Contractor by giving written notice to the Contractor to take effect immediately or on the date specified in the said notice if: the Contractor commits a material breach of any term or condition of these terms and conditions, and if such breach is capable of being remedied, fails to remedy the breach within thirty (30) days of the notice given by the Purchaser requiring the Contractor to do so; the Contractor has reached Level 3 following a review conducted by a Purchaser pursuant to Clause 18; the Contractor contravenes Clause 20; the Contractor, being an individual, becomes bankrupt or dying or becoming incapable of performing this agreement, or makes any composition or arrangement with, or conveyance or assignment for the benefit of its creditors, or any application is made under any bankruptcy act for the time being in force for a sequestration of its estate, or a trustee is granted by it on behalf of its creditors, or if the Contractor, being a company, enters into a voluntary or compulsory liquidation (other than for the purpose of an amalgamation or reconstruction the terms of which have been agreed by the relevant Purchaser), or if a receiver or examiner of any of its assets is appointed, or if the Contractor is unable to pay its debts within the meaning of Section 570 of the Companies Act, 2014, or the Contractor takes or suffers any analogous action under any other applicable law; the Contractor ceases or threatens to cease to carry on business;
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Termination and Substitution. 7.1. These terms and conditions may be terminated by any party pursuant to section 19 of the Schedule. Termination shall take effect on the date specified in the said section 19.1 of the Schedule and shall be without prejudice to any claims which either the Contractor or the Purchaser may have against the other under these terms and conditions. In the event of such termination pursuant to section 19 of the Schedule, the Contractor shall, subject to section 19.5 of the Schedule, be paid such reasonable costs as were accrued prior to the date of termination in respect of Services reasonably ordered and vouched to the satisfaction of the Purchaser but not completed. 7.2. These terms and conditions may be suspended by the Purchaser pursuant to section 19 of the Schedule.
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Termination and Substitution. These terms and conditions may be terminated by any party pursuant to section 19 of the Schedule. Termination shall take effect on the date specified in the said section 19.1 of the Schedule and shall be without prejudice to any claims which either the Contractor or the Purchaser may have against the other under these terms and conditions. In the event of such termination pursuant to section 19 of the Schedule, the Contractor shall, subject to section 19.5 of the Schedule, be paid such reasonable costs as were accrued prior to the date of termination in respect of Services reasonably ordered and vouched to the satisfaction of the Purchaser but not completed. These terms and conditions may be suspended by the Purchaser pursuant to section 19 of the Schedule. The Contractor warrants to the Purchaser that neither the Contractor nor any person on the Contractor's behalf has committed any offence under the Prevention of Corruption Acts 1889 to 2010 or the Ethics in Public Office Acts 1995 and 2001 in connection with this Contract or the Works, and nor will they commit any such offence.
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Termination and Substitution. (a) Subject to the provisions of this Agreement and notwithstanding anything to the contrary contained in the Lease, effective as of the Exchange Date, the Release Premises no longer shall be or constitute part of the “Premises” as defined in the Lease and the Substitute Premises shall be added to the Remaining Premises and shall be and become a part of the Existing Premises, with the intent and purpose that the Term of the Lease, with respect to the Release Premises only, be wholly merged and extinguished with the same force and effect as if the Exchange Date were the date set forth in the Lease as the expiration date, except for any obligations or indemnities expressly provided to survive the expiration or termination of the Lease – it being agreed that nothing herein shall relieve Tenant of its responsibilities under the terms of the Lease with respect to any third-party claims arising from events occurring in, on or about the Release Premises, or in connection therewith, and arising or accruing prior to the Exchange Date (including any indemnification obligations and/or insurable claims), all as and to the extent specifically provided for in the Lease. (b) Tenant represents, warrants and covenants to Landlord, and agrees on behalf of itself and its successors and assigns that (i) Tenant has not done or suffered (and will not do or suffer) anything whereby the Lease or any of the Existing Premises or the Substitute Premises has (or will) become encumbered in any way whatsoever, whether as security or otherwise, except by the “Permitted Encumbrances” set forth on Exhibit “B” attached hereto and made a part hereof and except as set forth in Section 6 below, (ii) Tenant is the sole holder of Tenant’s entire interest under the Lease, (iii) Tenant has not assigned its interests under the Lease or with respect to the Substitute Premises, and (iv) there are no subleases or other occupancy agreements affecting any portion of the Existing Premises or the Substitute Premises nor has Tenant otherwise granted any party any right or option to use the Existing Premises or the Substitute Premises, or any portion thereof, and no such sublease affects the right of Tenant to consummate the termination and substitution contemplated herein, except for the Sublease (hereinafter defined) referenced in Section 6 below. (c) Through and including the Exchange Date, Tenant shall continue to pay to Landlord any and all rent and other payments, sums or charges due or to become due...
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Termination and Substitution. 11.1 The University may terminate the Internship with immediate effect by giving written notice to the Company: 11.1.1 if the Company does or permits to be done or fails to do anything, as a consequence of which the University is found to be in breach of its obligations; 11.1.2 if the Company repeatedly breaches any of the terms of the Internship in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Internship. 11.1.3 if the company suspends or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; or 11.1.4 if the company suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 11.2 Any delay by the University in exercising such rights to terminate shall not constitute a waiver of such rights. 11.3 The Company may terminate the Internship with immediate effect by giving written notice to the University if the Intern commits an act of gross misconduct or persistently breaches the Company’s policies. Where the Internship is terminated by the Company, the University may (with the agreement of the Company) use reasonable endeavours to find a suitable replacement Intern to complete the Internship. 11.4 Following termination (however arising) the Company shall refund to the University, within seven (7) Business Days, a pro-rata amount of the Internship Grant remaining (Calculated on the basis of the number of full weeks of the Internship Period remaining) and ensure that the Intern returns all Company property to the Company.
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Termination and Substitution. Subject to clause 22.2 (“Confirmation”), the Trust Manager may by giving not less than 5 Business Days notice to the Redraw Facility Provider and the Trustee, declare a Payment Date as the date upon which: (a) the Redraw Facility Provider will be replaced by a substitute Redraw Facility Provider; and (b) the Redraw Facility will terminate.
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Termination and Substitution 
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Related to Termination and Substitution

  • 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;

  • Termination and Suspension Customer is entitled to suspend the performance of its obligations in whole or in part or terminate the Agreement with immediate effect, without prejudice to its right to claim damages and without any compensation to or indemnification of Supplier (i) in case Supplier has been declared bankrupt, is in a state of liquidation, has ceased or suspended whole or a substantial part of its business, is subject of a court order or preventative legal scheme of settlement, (ii) in case of non- compliance with the Compliance Requirements or the provisions of safety, health, environment and security or (iii) in case of not approved changes pursuant to article 10. After such termination Customer may return received Goods and/or Services in whole or partly against repayment and retransfer of ownership therein to Supplier.

  • Term, Termination and Suspension 18.1 This Agreement shall be effective from the Effective Date for the Term. The Service shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 You shall not commence any additional service in the event of notification of termination of this Agreement, however, in the event that service is provided to us beyond the Completion Date, the terms and conditions of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-four (24) hours prior written notice by either party to the other. 18.3 Either party may terminate a Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1. 18.4 We may terminate this Agreement at any time based upon your default of your obligations under this Agreement. We, in our sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which we, in our sole discretion, deem adequate. 18.5 Either party may terminate this Agreement immediately, if the other party: (a) commits an irremediable breach; or (b) is subject to a change of control or chooses to discontinue its business; or (c) if the other party has a lack of funding or becomes or is deemed insolvent; or (d) if the other party’s performance is affected by a force majeure event which lasts seven (7) days or more. 18.6 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 Upon expiry or termination of this Agreement, you shall provide us with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us including assisting with the transfer of Data. 18.9 We may temporarily suspend a Service hereunder and shall confirm such instruction in writing to you. 18.10 Upon any such suspension, we shall pay all Fees and Expenses up until the time of such suspension of a Service. If, following suspension of a Service, there is no resumption within six (6) months, this Agreement may be terminated by you, and us shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 We may issue a written order to resume the provision of the Service within six (6) months of suspension in accordance with the terms and conditions of this Agreement. 18.12 The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement.

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