TERMINATION; CONSEQUENCES OF TERMINATION Sample Clauses

TERMINATION; CONSEQUENCES OF TERMINATION. 1. In the event that either party to the Agreement alleges that the other party has failed to make any payment when due or has otherwise breached any provision of the Agreement other than the warranty terms (the remedies for breach of warranty are addressed in Section D), the party not in breach shall provide notice of such breach to the other party and, if the breach is capable of remedy, provide the other party with thirty (30) days (or such longer period to which the party not in breach agrees) to resolve the matter to the satisfaction of the party giving such notice. If no such resolution is reached within such time, the Party not in breach shall have the right to invoke the terms of Section I of these Terms or terminate the Agreement by means of notice to the other party. Any such termination of the Agreement shall not be deemed to be a waiver of such party’s right to institute legal or equitable proceedings to resolve the dispute. If each party is alleged to be in breach by the other and no resolution of the dispute is reached within the period that is set forth above, then the parties shall submit to binding arbitration in accordance with Section I of these Terms, and unless the parties otherwise agree, the Agreement shall terminate at the conclusion of such proceeding. 2. If either party makes an assignment for the benefit of creditors, admits in writing its failure or inability to pay its debts as they become due, becomes the subject of an "order for relief" within the meaning of that phrase in the United States Bankruptcy Code or becomes the subject of a similar order under any other laws for the protection of debtors or creditors, or applies for or consents to the appointment of a receiver for any of its property, the other party may terminate the Agreement, at any time, effective immediately upon notice to that effect. 3. Upon any termination of the Agreement for any reason, each party shall return to the other party all papers, materials, and other property of the other party that are then in its possession. 4. Notwithstanding any termination of the Agreement and subject to the limitation of liability terms of Section D of these Terms, any duty or obligation that has been incurred under the terms of the Agreement and has not been fully observed, performed, or discharged shall survive such termination until such duty or obligation has been fully observed, performed, or discharged, and any right that has been created under the terms of the Agree...
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TERMINATION; CONSEQUENCES OF TERMINATION. The Bank reserves the right to terminate the use of this service upon notice to the customer. The Customer may also terminate the use of this service through an application form available at any of the Bank branches. Such requests will be effected within 5 working days of receipt of termination notice by the Bank. Any fees that may be outstanding at the time of such termination will remain payable and the Bank reserves the right to debit such fees directly from the account. The Customer will remain liable for any mobile service provider charges that may arise from the use of this service as per the mobile provider’s terms and conditions.
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TERMINATION; CONSEQUENCES OF TERMINATION. 13.1 Customer may terminate this Agreement upon [ * ] written prior notice to Avecia without further obligation in the event that the FDA or EMA requires manufacturing capability or quality levels for manufacture of the Product that Avecia is not then meeting, unless the Parties agree Avecia is able to meet any such requirements within such [ * ] period after written notice from Customer of such FDA or EMA requirement; and provided further that the parties shall discuss in good faith the continuation of this Agreement solely with respect to any other countries or territories in which such manufacturing requirements do not apply to the Product. 13.2 Without prejudice to any other rights or remedies which may be available to them, either Party may terminate this Agreement with immediate effect by giving written notice of termination to the other Party if the other commits a material breach of any of the provisions of this Agreement and, in the case of a breach capable of being remedied, fails to remedy such breach within [ * ] of receiving notice from the non-breaching Party specifying such and requiring the same to be remedied. 13.3 Subject to Section 13.4 and without prejudice to any other rights or remedies which a Party may have, upon termination of this Agreement, howsoever the same occurs, each Party shall: (a) immediately pay to the other all sums which at the date of termination are due and payable to the other hereunder; (b) immediately cease all use of any property of the other, including, without limitation, any Confidential Information of the other Party; and (c) at the expense of the requesting Party, promptly return to the other Party any property of the other in its possession, custody or control. 13.4 If (i) the Parties terminate this Agreement pursuant to Section 13.1 or (ii) Avecia terminates this Agreement in accordance with Section 13.2, Customer shall purchase all amounts of Product which have been manufactured pursuant to Customer’s orders but not yet delivered (at the price described in Section 6) and reimburse Avecia for (a) the reasonable, documented costs incurred by Avecia in connection with unfinished Product that is in the process of being manufactured or is in the Avecia manufacturing schedule as of the date of such termination (in each case pursuant to Customer’s orders) and (b) Avecia’s documented costs for any raw materials purchased in reasonable anticipation of meeting the firm commitment portion of the effective Rolling Fo...
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TERMINATION; CONSEQUENCES OF TERMINATION. (a) If the Closing has not occurred by the Termination Date, either Seller or Buyer, by written notice to the other, may elect to terminate this Agreement; provided that no party may so terminate this Agreement if it is then in default of any of its obligations under this Agreement and provided, further, however, that if the Termination Date is extended pursuant to clause (i) of the definition thereof, Buyer may nevertheless elect to terminate this Agreement pursuant to this Section 4.2(a) on or after June 30, 2012 as if the Termination Date were still June 30, 2012. Except as expressly provided otherwise, no termination of this Agreement shall relieve any party hereto of any liability for any breach hereof occurring prior to such termination. (b) If the Closing does not occur because of a material breach of Buyer’s obligations in this Agreement that (i) is not cured within thirty (30) days following written notice by Seller to Buyer of such breach or (ii) by its nature, cannot be cured prior to the Termination Date, then Seller, by written notice to Buyer, may elect to terminate this Agreement, provided that Seller is not then in default of any of its obligations (which have not been caused or contributed to by Buyer) under this Agreement, and Seller shall retain the Deposit in addition to all interest thereon, as liquidated damages in lieu of all other damages and as Seller’s sole remedy against Buyer for such failure to close. Seller and Buyer agree that the amount of the liquidated damages is reasonable consideration for Seller’s damages, including the value of Seller’s holding the Assets off the market for the period governed by this Agreement, and that the extent of actual damages to Seller occasioned by failure to close would be extremely impracticable to ascertain. (c) If the Closing does not occur because of a material breach of Seller’s obligations in this Agreement that (i) is not cured within thirty (30) days following written notice by Buyer to Seller of such breach or (ii) by its nature cannot be cured prior to the Termination Date, then Buyer by written notice to Seller may elect to, as its sole and exclusive remedy, either (A) enforce specific performance of Seller’s obligations to sell the Assets to Buyer under this Agreement, including at Buyer’s election a cure of such material breach; or (B) by written notice to Seller, terminate this Agreement provided that Buyer is not then in default of any of its obligations under this Agreement (wh...
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TERMINATION; CONSEQUENCES OF TERMINATION. 15.1 Both parties shall have the right to terminate this contract on any present or future date, as set by the terminating party, however; 15.2 in the event of termination, the Company shall remain liable to settle any outstanding or future invoice raised under this contract, that shall be due for payment after the date of termination, so that; 15.3 this contract shall remain in force until such time as all invoices raised by the Affiliate are satisfied by the Company, and; 15.4 on the date of termination, the Affiliate shall be obliged to remove the Application from the Affiliate Site, and; 15.5 termination shall not void the rights of the parties, to claim damages from the other party, where there is evidence of any type of loss suffered by the claimant.
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TERMINATION; CONSEQUENCES OF TERMINATION. 13.1. The following events will allow either Party to terminate this Agreement or any SoW or the relevant Support Services immediately on giving notice in writing to the other: 13.1.1. material breach of any term of this Agreement, any SoW or Schedule 2 which the Party in breach has failed to remedy (where it is capable of remedy) within thirty (30) days of receipt of notice of the breach, provided that, for the avoidance of doubt, the material breach of a SoW or any Support Services shall only entitle the other party to terminate that SoW or those Support Services and shall not SoW of Work or Support Services; or 13.1.2. where one Party has a receiver or administrative receiver appointed or passes a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect or if that Party becomes subject to an administration order or enters into any voluntary arrangement with its creditors or ceases or threatens to carry on business. 13.2. Prior to exercising any right of termination both Parties agree to enter into the Dispute Resolution Procedure, per clause 24 below. 13.3. In addition: 13.3.1. this Agreement or any SoW or the Support Services may be terminated by either Party subject to a notice period of three months. However, the Client will not be permitted to rely upon this Clause 11.3 within the first six (6) months of the date of this Agreement. Furthermore, the Client may only terminate any Support Services within six months of the next anniversary date of the support renewal. Such notice of termination will only be effective upon the cessation of the contracted renewal period. (For the avoidance of doubt any Support Services are in effect non- cancellable within the contracted support period). 13.4. On termination of this Agreement, all SoW shall terminate and both parties shall work together in good faith to complete all outstanding Services. Both parties shall endeavour from the date of cessation of the Agreement to minimise all costs to complete any relevant SOW and to agree a final account upon notification of cessation of this Agreement. 13.5. On termination of this Agreement or any SOW, the Client shall, upon receipt of a written request from the Supplier: 13.5.1. immediately deliver up to the Supplier all Created IPR and other materials created up to and including the date of termination and any property belonging to the Su...
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TERMINATION; CONSEQUENCES OF TERMINATION. 9.1 Each Agreement (or any part thereof) will continue in effect indefinitely until terminated by either Party or by giving written notice specifying all the relevant details in DIGIPHIL prescribed Order Cancellation Form or Service Disconnection Form (including without limitation, the relevant circuit ID) in accordance with Section 13.11. The effective date of termination of Service will be the latest of: (i) the date of expiry of the Initial Term or Renewal Term, (ii) 45 days from the date of receipt by the other Party of the notice of termination; and (iii) date of termination specified in the notice of termination (please see Section 9.4 for certain payments, penalties and other conditions that apply to termination in certain circumstances).
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TERMINATION; CONSEQUENCES OF TERMINATION. Termination of this DPA shall be governed by the Agreement. Upon termination of a Customer Agreement, Sub-Processor shall, at Data Processor’s written request: (a) delete all Personal Data Processed on behalf of the Data Controller, unless applicable laws, regulations, subpoenas, or court orders require it to be retained; or (b) assist Data Processor with return to the Data Controller of the Personal Data which it is Processing or has Processed upon behalf of that Data Controller. The Data Processor acknowledges and agrees, and shall procure that the Data Controller acknowledges and agrees, that the nature of the Services mean that the Data Processor and/or Controller may extract a copy of the Personal Data at any time during the term of the Agreement and providing the tools to allow Data Processor and/or Controller to do so shall be sufficient to show Sub-Processor has complied with this Clause. If Data Controller or Data Processor requires the Sub-Processor to extract the Personal Data on its behalf, the Data Processor or Data Controller must provide written Instructions to that effect and engage the Sub-Processor in a professional services project, which shall be subject to additional fees. In the event the request is from the Data Processor, Data Processor must provide Sub-Processor with written Instructions from Customer requesting such extraction; and (c) in either case, cease Processing Personal Data on behalf of the Data Controller.
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TERMINATION; CONSEQUENCES OF TERMINATION 
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Related to TERMINATION; CONSEQUENCES OF TERMINATION

  • Consequences of Termination If this Agreement is terminated pursuant to this Article, the Funder may: (a) cancel all further Funding instalments; (b) demand the repayment of any Funding remaining in the possession or under the control of the HSP; (c) through consultation with the HSP, determine the HSP’s reasonable costs to wind down the Services; and

  • CONSEQUENCES OF TERMINATION AND EXPIRY 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

  • Consequences of Termination of Employment 5.1 Death ----- In the event of the death of the Employee during the term of employment hereunder, the estate or other legal representatives of the Employee shall be entitled to continuation of the salary provided for in Section 4.1 for a period of 6 months from the date of the Employee's death, at the rate in effect at such date.

  • Effects of Termination In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.

  • Notice of Termination; Effect of Termination Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

  • Termination Effect of Termination 40 8.1 Termination.........................................................40 8.2

  • Events of Termination Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

  • Consequence of Termination 27.1 Termination of this Agreement, or termination of the ICB’s exercise of any of the Delegated Functions, will not affect any rights or liabilities of the Parties that have accrued before the date of that termination or which later accrue. 27.2 Subject to clause 27.4, on or pending termination of this Agreement or termination of the ICB’s exercise of any of the Delegated Functions, NHS England, the ICB and if appropriate any successor delegate will: 27.2.1 agree a plan for the transition of the Delegated Functions from the ICB to the successor delegate, including details of the transition, the Parties’ responsibilities in relation to the transition, the Parties’ arrangements in respect of those staff engaged in the Delegated Functions and the date on which the successor delegate will take responsibility for the Delegated Functions; 27.2.2 implement and comply with their respective obligations under the plan for transition agreed in accordance with clause 27.2.1 above; and 27.2.3 act with a view to minimising any inconvenience or disruption to the commissioning of healthcare in the Area. 27.3 For a reasonable period before and after termination of this Agreement or termination of the ICB’s exercise of any of the Delegated Functions, the ICB must: 27.3.1 co-operate with NHS England and any successor delegate in order to ensure continuity and a smooth transfer of the Delegated Functions; and 27.3.2 at the reasonable request of NHS England: (a) promptly provide all reasonable assistance and information to the extent necessary to effect an orderly assumption of the Delegated Functions by a successor delegate; (b) deliver to NHS England all materials and documents used by the ICB in the exercise of any of the Delegated Functions; and 27.3.3 use all reasonable efforts to obtain the consent of third parties to the assignment, novation or termination of existing contracts between the ICB and any third party which relate to or are associated with the Delegated Functions. 27.4 Where any or all of the Delegated Functions or Reserved Functions are to be directly conferred on the ICB, the Parties will co-operate with a view to ensuring continuity and a smooth transfer to the ICB.

  • Termination Consequences If this Agreement is terminated for any reason, Company shall not be excused from performing its obligations under this Agreement with respect to payment for all monies due Jabil hereunder including fees, costs and expenses incurred by Jabil up to and including the Termination Effective Date.

  • Notification of Termination 22.3.2.1 Upon the occurrence at District's sole determination of any of the above conditions, or upon Developer’s failure to perform any material covenant, condition or agreement in this Facilities Lease, District may, without prejudice to any other right or remedy, serve written notice upon Developer and its Surety of District's termination of this Facilities Lease and/or Developer’s right to perform the Work of this Facilities Lease. This notice will contain the reasons for termination. 22.3.2.2 Unless, within fifteen (15) days after the service of the notice, any and all condition(s) shall cease, and any and all violation(s) shall cease, or arrangement satisfactory to District for the correction of the condition(s) and/or violation(s) be made, this Facilities Lease and the Site Lease shall cease and terminate; provided, however, if the failure stated in the notice cannot be corrected within fifteen (15) days after the service of notice, District may consent to an extension of time, provided Developer instituted and diligently pursued corrective action within the applicable fifteen (15)-day period and until the violation is corrected. Upon District determination, Developer shall not be entitled to receive any further payment until the entire Work is finished. 22.3.2.3 Upon Termination, District may immediately serve written notice of tender upon Surety whereby Surety shall have the right to take over and perform this Facilities Lease only if Surety: 22.3.2.3.1 Within three (3) days after service upon it of the notice of tender, gives District written notice of Surety’s intention to take over and perform this Facilities Lease; and 22.3.2.3.2 Commences performance of this Facilities Lease within three (3) days from date of serving of its notice to District. 22.3.2.4 Surety shall not utilize Developer in completing the Project if the District notifies Surety of the District’s objection to Developer’s further participation in the completion of the Project. Surety expressly agrees that any developer which Xxxxxx proposes to fulfill Surety’s obligations is subject to District’s approval. 22.3.2.5 If Surety fails to notify District or begin performance as indicated herein, District may take over the Work and execute the Work to completion by any method it may deem advisable at the expense of Developer and/or its Surety. Developer and its Surety shall be liable to District for any excess cost or other damages the District incurs thereby. Time is of the essence in this Facilities Lease. If the District takes over the Work as herein provided, District may, without liability for so doing, take possession of and utilize in completing the Work all materials, appliances, plan, and other property belonging to Developer as may be on the Site of the Work, in bonded storage, or previously paid for.

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