Termination and Termination Charges Sample Clauses

Termination and Termination Charges. Either party may terminate for material breach upon thirty (30) days’ prior written notice to the other party. If a Service or Service Component is terminated by Customer for convenience or by AT&T for cause prior to Cutover, Customer (i) agrees to pay any pre-Cutover termination or cancellation charges set out in a Pricing Schedule or Service Publication, or (ii) in the absence of such specified charges, agrees to reimburse AT&T for time and materials incurred prior to the effective date of termination, plus any third-party charges resulting from the termination. If a Service or Service Component is terminated by Customer for convenience or by AT&T for cause after Cutover, Customer agrees to pay applicable termination charges as follows: (i) 50% of any unpaid recurring charges for the terminated Service or Service Component attributable to the unexpired portion of an applicable Minimum Payment Period (as defined in applicable Pricing Schedule); (ii) if termination occurs before the end of an applicable Minimum Retention Period (as defined in applicable Pricing Schedule), any associated credits or waived or unpaid non- recurring charges; and (iii) any charges incurred by AT&T from a third-party (i.e., not an AT&T Affiliate) due to the termination. The charges set forth in (i) and (ii) do not apply if a terminated Service Component is replaced with an upgraded Service Component at the same Site, but only if the Minimum Payment Period or Minimum Retention Period, as applicable, (the “Minimum Period”) and associated charge for the replacement Service Component are equal to or greater than the corresponding Minimum Period and associated charge for the terminated Service Component, respectively, and if the upgrade is not restricted in the applicable Service Publication. In addition, if Customer terminates a Pricing Schedule that has a MARC, Customer agrees to pay an amount equal to 50% of the unsatisfied MARC for the balance of the Pricing Schedule Term.
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Termination and Termination Charges. In the event of any disconnection by Spectrotel for non-payment by Customer or if Customer terminates early for any reason other than a material breach by Spectrotel (before which Spectrotel shall be given written notice and 30 days to cure), Customer will be obligated to pay an early termination fee (“ETF”), which shall be calculated as either: (a) the number of months remaining in the then current Term for each of the Service(s) being disconnected multiplied by the agreed upon monthly recurring charges as denoted in the Service Agreements; OR (b) in the case of usage- only allowance or subscription based Services the minimum revenue commitment for usage based charges associated with the Service(s) as denoted in the applicable Service Agreement or if no minimum revenue commitment is denoted, the number of months remaining in the then-current term of the Service Agreements multiplied by the average monthly usage charges over the two most recent 30-day billing periods. The ETF is not a penalty and has been determined based upon the facts and circumstances known by the Parties at the time of the negotiation and entering into this MSA, with due consideration given to the performance expectations of each Party. The ETF constitutes a reasonable approximation of the damages Spectrotel would sustain if its damages were readily ascertainable. Neither Party will be required to provide any proof of these damages, and the ETF provided herein will constitute full compensation as the sole and exclusive remedy for any failure by Customer to meet its specified performance. Any termination of Service or of the applicable Service Agreements or this MSA either by Customer or Spectrotel (in the event of breach of this MSA or Service Agreements) could result in Customer’s loss of all IP addresses and phone numbers assigned should Customer fail to move services to another carrier prior to termination. In addition, all Spectrotel property (including but not limited to Spectrotel routers, switches, equipment, facilities, and software) shall be returned to Spectrotel in accordance with the terms herein, and Spectrotel reserves the right to recover any and all Spectrotel property in accordance with applicable law. Spectrotel reserves the right to restrict, suspend or terminate Service(s) and terminate this MSA and/or Service Agreements in the event Customer is found to be in breach of the terms of this MSA as defined herein and/or Service Agreements. Except for breach due to non-p...
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Termination and Termination Charges. This Agreement may be terminated as follows:
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Termination and Termination Charges. Either we or you may terminate this Agreement or Service(s) or both) immediately on notice, if the other (i) is the subject of a bankruptcy order, becomes insolvent, makes any arrangement or composition with or assignment for the benefit of its creditors, goes into voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation, has a receiver or administrator appointed over its assets, or if the equivalent of any such events, under the laws of any relevant jurisdiction, occurs to the other party, (ii) commits a material breach of this Agreement, which is capable of remedy, and fails to remedy the breach within fifteen days’ written notice to do so; or (iii) commits a material breach of this Agreement which cannot be remedied. In addition, we may terminate either (i) this Agreement; (ii) any Service; or (iii) both, (a) if you fail to 10.1 On the occurrence of any of the events detailed in the previous paragraph giving us a right to terminate this Agreement or Service(s), we may suspend Service(s), without prejudice to our right to terminate this Agreement or the applicable Service. In the event of termination of a Service and/or this Agreement by us under the previous paragraph as a result of a payment default by you, we shall have the right to retain your equipment on our premises (if any) pending satisfaction in full of your payment obligations under this Agreement.
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Termination and Termination Charges a.) This Agreement shall become effective on the date upon which this Agreement is executed by **. The term of Services ("Term") shall commence on the date the Service is installed and shell continue in full force and effect until the earlier of: i.) the expiry of the Term specified in the Services Agreement; or ii) the termination of the Agreement in accordance with this section. b.) Upon the expiry of the initial Term, this Agreement will be automatically renewed unless either party gives 30 days notice of termination prior to the end of the current term for successive one (1) year terms subject to termination pursuant to Section 6(d) or (e), or, subject to **'s approval, the Customer signing a new Agreement for the Services. c.) Customers being provided Services on a month-to-month Agreement may terminate the Services at any time, subject to a 30-day minimum billing on 30 days written notice. For local access voice Services where the term is one year or longer for local access services, the Customer may terminate up to 25% of the original quantity of local access Services contracted for without penalty. If the number of local access lines in service fall below 75% of the original contracted quantity, termination Fees equal to 60% of the remaining charges for such removed services will be applied, based on the remaining portion of the Term. d.) may terminate any Service under this Agreement, at **'s discretion, immediately, without further obligation to the Customer in the event of: i.) any failure by the Customer to pay any Fees, make payments for Transferred Equipment, or other amounts when due hereunder or any breach of this Agreement by the Customer which cannot be resolved or is not resolved to **'s satisfaction within fifteen (15) days of ** notifying the Customer of such breach; ii.) any merger, consolidation or similar transaction or acquisition or sale, lease or other transfer of all or substantially all of the assets or voting shares of the Customer, or any other change in the control or ownership of the Customer in respect of which written notification has not been provided to **; iii.) the Customer making or being deemed to have made a general assignment for the benefit of creditors under the Bankruptcy and Insolvency Act (the "Act"), or if a petition is filed against it under the Act, or if it shall be declared or adjudicated bankrupt, or if an application is made in respect of it under the Companies Creditors Arrangement Act, or if a liquid...
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Termination and Termination Charges. 13.1. If Customer terminates any Hosted Call Center and/or Call Recording service prior to the end of the then-current Term, for convenience or for reasons other than Cincinnati Bell’s breach of this Agreement Customer shall (i) reimburse Cincinnati Bell for all waived costs of the implementation of such Service(s) and (ii) pay a termination charge equal to all remaining amounts due or to become due, including but not limited to all monthly charges for which Customer would have been responsible if Customer had not terminated the Service(s) prior to the expiration of the then-current Term. APPENDIX A: Hosted Call Center and/or Call Recording Service and SLA Supplement
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Termination and Termination Charges. (a) At each annual anniversary of the commencement of the Service Period (“Annual Anniversary Date”), Customer may terminate this Agreement without liability for termination charges by providing Verizon with at least sixty (60) days written notice prior to the Annual Anniversary Date. If Customer provides such notice, the Agreement shall terminate on the anniversary date of the commencement of the Service Period and Customer shall pay for Services rendered up to the date of termination plus any amounts that may be due Verizon pursuant to paragraph 5 above. (b) If this Agreement is terminated for any reason except as set forth in (a) above prior to the expiration of the Service Period, Customer shall pay Verizon termination charges as follows: the sum of $525.00 per average Lines in Service multiplied by the number of months that the terminated lines have been in service. (c) Termination charges are not applicable to PRI Optional Features.
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Termination and Termination Charges. 7.1 Either Buying Party or Selling Party shall be entitled to terminate this Agreement, and/or any specific Service or Services ordered pursuant to this Agreement, upon thirty
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Termination and Termination Charges 
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Related to Termination and Termination Charges

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

  • 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.

  • Expiration and Termination This Agreement is for one academic year (August 1, 2018 through July 31, 2019) and will automatically renew for the following academic year unless terminated as indicated below by either party. a. Any party may terminate this Agreement by written notice to the other at any time if that other party: (i.) commits a breach of this Agreement and, has not yet remedied the breach within 14 days of being notified of the facts and circumstances giving rise to the breach; or

  • 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.)

  • Term, Duration and Termination This Agreement shall become effective with respect to each Fund as of the date first written above (the "Effective Date") (or, if a particular Fund is not in existence on such date, on the earlier of the date an amendment to Schedule A to this Agreement relating to that Fund is executed or the Distributor begins providing services under this Agreement with respect to such Fund) and, unless sooner terminated as provided herein, shall continue for a two year period following the Effective Date. Thereafter, if not terminated, this Agreement shall continue with respect to a particular Fund automatically for successive one-year terms, provided that such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Trust's Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting for the purpose of voting on such approval and (b) by the vote of the Trust's Board of Trustees or the vote of a majority of the outstanding voting securities of such Fund. This Agreement is terminable without penalty with 60 days' prior written notice, by the Trust's Board of Trustees, by vote of a majority of the outstanding voting securities of the Trust, or by the Distributor. This Agreement will also terminate automatically in the event of its assignment. (As used in this Agreement, the terms "majority of the outstanding voting securities," "interested persons" and "

  • 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.

  • 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.

  • Duration and Termination of Agreement This Agreement shall become effective with respect to each Portfolio on the later of (i) its execution and (ii) the date of the meeting of the Board of Trustees of the Trust, at which meeting this Agreement is approved as described below. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Trust or by a majority of the outstanding voting securities of each of the Portfolios, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Trust who are not interested persons (as defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement or (b) all the portfolios of the Trust. If any required shareholder approval of this Agreement or any continuance of the Agreement is not obtained, the Subadviser will continue to act as investment subadviser with respect to such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Subadviser or a different adviser or subadviser or other definitive action; provided, that the compensation received by the Subadviser in respect of such Portfolio during such period is in compliance with Rule 15a-4 under the Investment Company Act. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Trust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of such Portfolio, on sixty days' written notice to the Adviser and the Subadviser, or by the Adviser or Subadviser on sixty days' written notice to the Trust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in the Investment Company Act) or in the event the Advisory Agreement between the Adviser and the Trust terminates for any reason.

  • Term of Agreement and Termination 2.1. This Agreement enters into effect at the time of acceptance of this Agreement. 2.2. This Agreement will terminate without any further notice in the event products offered under this Agreement have not been used during a period of two (2) years. 2.3. This Agreement may be terminated at any time by either party with 30 days written notice. 2.4. This Agreement may be terminated by SAS with immediate effect if the Company code is used for private purposes or if SAS has reasonable cause to believe that such or similar misuse has occurred or if the Company is put into bankruptcy, enters into liquidation or is otherwise deemed to be insolvent.

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