Termination; Non-Renewal Clause Samples

Termination; Non-Renewal. A party may terminate these Terms of Service and all outstanding and effective Order Forms if the other party breaches any material term of these Terms of Service and fails to cure such breach within the 30 days following the date of written notice identifying such breach. If the non-breaching party fails to terminate within a reasonable period following such 30-day period, then it will be deemed to have waived its termination right with respect to such uncured breach. Customer will only receive one such cure period per calendar year for a breach based on a past due amount, and such cure must include payment for any accrued interest. If Limelight exercises its termination right for any reason, it will immediately cease to provide Services, and all amounts outstanding under the Order Form(s), including all committed Fees for the remainder of the then-current Initial Term or Renewal Term, as applicable, will become immediately due and payable as of the date of termination. Within the 30 days following termination for any reason or non-renewal by either party, Customer must, at its own expense, remove Content related to the terminated or non-renewed Order Form (“Ineligible Content”) from Limelight's network, by using file transfer methods then-available to Customer for the terminated Services. AFTER SUCH 30-DAY PERIOD, LIMELIGHT WILL DELETE OR OTHERWISE REMOVE ALL INELIGIBLE CONTENT, AND CUSTOMER WILL THEREAFTER HAVE NO RIGHT OR ABILITY TO RETRIEVE SUCH CONTENT AND LIMELIGHT WILL HAVE NO RESPONSIBILITY OR LIABILITY ASSOCIATED WITH SUCH CONTENT. CUSTOMER WILL BE RESPONSIBLE FOR ANY COSTS ASSOCIATED WITH LIMELIGHT’S REMOVAL OF INELIGIBLE CONTENT.

Termination; Non-Renewal. (a) Notwithstanding anything to the contrary herein contained, the Executive's employment shall terminate prior to the fifth anniversary of the Effective Time upon the occurrence of any of the following events: (i) by notice given by the Company to the Executive, to terminate the Executive's employment as of a date (not earlier than 10 days from such notice) to be specified in such notice if (A) the Executive shall be physically or mentally incapacitated or disabled or otherwise unable fully to discharge his duties hereunder for a period of 180 days, whether or not continuous, in any period of 12 months, or (B) the Executive shall have given the Company cause therefor. For purposes of this Agreement, "cause" shall be limited to (x) action by the Executive involving willful malfeasance having a material adverse effect on the Company, (y) the Executive being convicted of a felony involving theft, fraud or moral turpitude (other than resulting from a traffic violation or like event), or (z) any other action by the Executive constituting a material breach of this Agreement which is not cured within 30 days after notice from the Company thereof; (ii) by notice given by the Executive to the Company to terminate the Executive's employment as of a date (not earlier than 10 days from such notice) to be specified in such notice if the Company shall have given the Executive good reason therefor. For purposes of this Agreement, "good reason" shall be limited to a material breach by the Company of this Agreement, which breach is not cured within 30 days after notice from the Executive thereof. (b) Upon the Executive's death or termination of the Executive's employment pursuant to Section 7(a)(i)(A), the Executive (or his estate, as the case may be) shall be entitled to receive only (i) his unpaid salary at the rate provided in Section 3(a) to the date of termination, (ii) any unpaid bonus pursuant to Section 3(b) in respect of the fiscal year of the Company ended prior to the year in which such termination occurs, and (iii) an amount equal to such bonus in respect of such prior fiscal year multiplied by a fraction the numerator of which shall be the number of days that shall have elapsed from the first day of the fiscal year in which such termination occurs to the date of such termination and the denominator of which shall be 365 (the aggregate amounts referred to in (i), (ii) and (iii) being hereinafter referred to as the "Accrued Obligations"). The Accrued Obligation...

Termination; Non-Renewal. Either party may terminate this Agreement, without payment of penalty, if upon at least ninety (90) days prior to the end of applicable Term it gives the other party a written notice of non-renewal and termination, with such termination coinciding at the end of the applicable Term.

Termination; Non-Renewal. This Agreement may be terminated as to an individual party only by written notice of non-renewal by the terminating party to the other parties hereto delivered at least one hundred twenty (120) days prior to the expiration of the Initial Term or any Renewal Term. This entire Agreement may be terminated by (a) written notice of non-renewal by the Transfer Agent delivered to the Funds, CSSI and CDI or (b) written notice of non-renewal by CDI, CSSI and at least the majority of Funds serviced by the Transfer Agent at the time of such termination delivered to the Transfer Agent, in each of (a) and (b) delivered at least one hundred twenty days (120) days prior to the expiration of the Initial Term or any Renewal Term.

Termination; Non-Renewal. (a) The Company may terminate this Agreement without liability (other than for the base salary and any other compensation provided in paragraph 4 accrued to the date of termination) in the event of (i) a material breach by Employee of the provisions of this Agreement, which breach shall not have been cured by Employee within thirty (30) days following notice thereof by the Company to Employee, (ii) the commission of gross negligence or bad faith (i.e., an act involving actual or constructive fraud, or a design to mislead or deceive another, or the conscious doing of a wrong because of dishonest purpose or motivated by ill will) by Employee in the course of his employment hereunder, which commission has a material adverse effect on the Company, (iii) the commission by Employee of a criminal act of fraud, theft or dishonesty causing material damages to the Company or any of its subsidiaries, (iv) the conviction of Employee of (or plead nolo contendere to) any felony, or misdemeanor involving moral turpitude if such misdemeanor results in material financial harm to or materially adversely affects the goodwill of the Company, or (v) any violation by Employee of the Company’s Code of Business Conduct and Ethics or the Company’s sexual harassment and other forms of harassment policy or drug and alcohol abuse policy, as set forth in the Company’s employee handbook. The circumstances specified in (i) through (v) above shall be defined as “Cause.” (b) Unless the Employee is terminated for Cause pursuant to Section 9(a) above on or prior to the Expiration Date, and other than in the circumstances described in Section 9(d), in the event that the Company does not offer Employee to enter into a written employment agreement with terms and conditions no less favorable than substantially the same terms and conditions as this Agreement to begin immediately following the Expiration Date, Employee shall receive, in consideration of his continuing obligations under Section 8 hereof, payment of base salary, based on the then applicable salary level, for a period of twelve (12) months, commencing seven months following the date of expiration of the Employment Period. Employee’s right to any payments pursuant to this Section 9(b) shall be in addition to, and not in lieu of, any damages for the termination by the Company of this Agreement prior to the Expiration Date for any reason other than those set forth in Section 9(a) above. (c) After a Change in Control (as hereinafter def...

Termination; Non-Renewal. All obligations, if any, of the Agent and/or the Banks to issue Letters of Credit terminated effective as of December 13, 1994. The Borrowers hereby acknowledge that the Agent and the Banks had no obligation to renew or extend those Letters of Credit expiring on or after December 13, 1994. (l) Section 2.12 of the Original Loan Agreement was amended previously by adding new subsection (D) as follows:

Termination; Non-Renewal. A. Termination for Convenience 1. This Agreement may be terminated by either party hereto for convenience upon written notice delivered to the other party at least sixty (60) days prior to the intended date of termination. By such termination, neither party may nullify obligations already incurred prior to the date of termination. 2. In the event of termination of this Agreement for convenience by the County, the County shall pay all reasonable costs and non-cancelable obligations incurred by WSU in performing this Agreement through of the date of termination.

Termination; Non-Renewal. This Agreement shall terminate one year from the effective date unless renewed by Customer.

Termination; Non-Renewal. Any party that wishes to terminate/not renew this MOU must provide written notice of its intent to terminate/not renew at least ninety (90) days before the July 1st renewal date. Notice of termination received less than 90 days prior to the July 1st renewal date will not be effective until the following July 1st. The Participating Library shall be responsible for all costs associated with purging the ILS database and any other application and data files associated with its use of products or services provided by the Authority, the purging of which is made necessary and desirable due to the termination. The Participating Library shall be responsible for all costs associated with termination and extraction of data to migrate to another automated library system. Unless specific provisions are made between the Authority and Participating Library, all Participating Library application and data files will be purged sixty (60) days following termination of this MOU. The Authority will provide all data deleted at the request of Participating Library to the Participating Library, in common data formats adhering to standards wherever such standards exist. Any Authority costs associated with termination will be deducted by the Authority from the prorated portion of the system upgrades/new services fee balance attributable to the Participating Library. If such costs exceed the Participating Library’s prorated portion of the system upgrades/new services fee balance, the Participating Library will pay the difference within ninety (90) days following the date of Authority's invoice for the balance.