Termination of Certain Services Sample Clauses

Termination of Certain Services. Upon Closing, ISC shall terminate all use by the Business of the internet and intranet (including the Lockheed Martxx Xxxwork) web sites and electronic mail systems maintained by LM Canada and its Affiliates. In addition, ISC shall procure site licenses, listed on Schedule B.11, for any software which is licensed by LM Canada and does not constitute part of the Licensed Intellectual Property, which licenses shall be in force and effective as of the Closing. Nothing in this Agreement shall preclude ISC from negotiating, under an appropriate confidentiality obligation, with any third parties for any and all site licenses prior to the Closing.
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Termination of Certain Services. (A) XX0x.xxx may, upon providing eSpeed with 180 days' prior written notice and granting eSpeed with an initial opportunity to provide Additional IT Services and eSpeed's rejection of such opportunity, arrange for another entity or entities to provide all of the Additional IT Services for XX0x.xxx. In the event that XX0x.xxx arranges for such other entity or entities to provide Additional IT Services, XX0x.xxx will be responsible for all fees, expenses and taxes, if any, payable to such entity or entities. XX0x.xxx or its designee shall be the lessee or owner of any equipment and hardware, and the licensee of any software, provided by a third party with respect to Additional IT Services. (B) XX0x.xxx may request that eSpeed provide Additional E-Commerce Services, as provided for hereunder, eSpeed may, within 30 days, refuse to provide such Additional E-Commerce Services. Upon such refusal by eSpeed, XX0x.xxx may arrange for another entity or entities to provide such Additional E-Commerce Services. In the event that XX0x.xxx arranges for another entity to provide Additional E-Commerce Services, XX0x.xxx will be responsible for all fees, expenses and taxes, if any, payable to such entity or entities. XX0x.xxx or its designee shall be the lessee or owner of any equipment and hardware, and the licensee of any software, provided by a third party with respect to Additional E-
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Termination of Certain Services. Notwithstanding anything in this Agreement to the contrary, at or prior to Closing, Sellers may, or may cause the relevant Acquired Companies to, terminate, sever, or assign to Sellers or a Non-Company Affiliate (or, at Sellers’ option, to any other Person that is not an Acquired Company) effective upon or before Closing any services provided to any of the Acquired Companies by Sellers or a Non-Company Affiliate, including Tax, administrative, legal, finance, payroll, software licensing, vehicle use, management or accounting services, in each case with at least 30 days’ prior notice to Buyer.
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Termination of Certain Services. Effective as of April 2, 1999, or such other date mutually agreed to in writing by the parties hereto, Accuride or Accuride Sub, shall assume control of all of the cash management, treasury and hedging activities currently being performed by Kaiser for the General Partner and the Company.
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Termination of Certain Services. 31 19.5 Termination for Convenience by Client......................................................... 31
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Termination of Certain Services. Client has the right, but not the obligation, to terminate one or more of the Services set forth on Exhibit P (the "Terminated Services"), with the effectiveness of such termination to occur only upon the satisfaction (or mutually agreed to waiver) of each of the following conditions precedent: (a) the earliest effective date of the Terminated Services as set forth on Exhibit P shall have occurred, (b) Client shall have given notice to ALLTEL as set forth in Exhibit P; (c) Client will use its own employees, and not that of any other company or enterprise, in performing the Terminated Services except as set forth below, (d) Client shall not be in breach of any of its payment obligations under this Agreement, and (e) Client shall have paid the termination fee(s) set forth on Exhibit P. After each of the above conditions precedent shall have been satisfied, ALLTEL will reduce the amount of going forward Service Fees by the amounts set forth in Exhibit P. During the remaining Term, Client agrees not to contract with any other company or enterprise to perform the Terminated Services, in whole or part, without first providing ALLTEL with a right of first refusal in order to provide such Terminated Services in the event that Client no longer desires to use its own employees to perform the Terminated Services. In the event that the effectiveness of Client's termination of the Terminated Services occur, the provisions of 19.7 (but not 19.6) shall apply.
Sample 1
Termination of Certain Services. Section 2(b)(ii)(9), Section 2(f), Section 9, and, effective on January 1, 2017, parts 2 and 3 of Annex B of the Agreement shall be deleted and stricken in their entirety.
Sample 1
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Related to Termination of Certain Services

  • Termination of Certain Rights The Company's obligations under ----------------------------- Section 3.1 will terminate upon the earliest of (i) the closing of the Company's initial public offering of Common Stock pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act, or (ii) the acquisition (by merger, consolidation or otherwise) of the Company where the surviving entity is subject to the reporting requirements of the Exchange Act.

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Termination of Certain Covenants The covenants set forth in Sections 2.5, 2.6, 2.7, 2.8, 2.9 and 2.10 shall terminate and be of no further force or effect upon the consummation of (i) a Qualified Public Offering or (ii) a Liquidation Event.

  • Notification of Certain Matters The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.

  • Exclusion of Certain Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • Construction of Certain Phrases (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued. (b) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

  • Notification of Certain Events Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize: (a) the issuance of any dividend or other distribution on the capital stock of the Company (other than (i) dividends or distributions otherwise provided for in Section 6, (ii) repurchases of common stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase; (iii) repurchases of common stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries pursuant to rights of first refusal or first offer contained in agreements providing for such rights; or (iv) repurchases of capital stock of the Company in connection with the settlement of disputes with any stockholder ), whether in cash, property, stock or other securities; (b) the voluntary liquidation, dissolution or winding up of the Company; or (c) any transaction resulting in the expiration of this Warrant pursuant to Section 8(b); the Company shall send to the Holder of this Warrant at least ten (10) calendar days prior written notice of the date on which a record shall be taken for any such dividend or distribution specified in clause (a) or the expected effective date of any such other event specified in clause (b) or (c), as applicable. The notice provisions set forth in this section may be shortened or waived prospectively or retrospectively by the consent of the Holder of this Warrant.

  • Construction of Certain Provisions If any provision of this Agreement or any of the Loan Documents refers to any action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person, whether or not expressly specified in such provision.

  • Effect of Certain Events (a) If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, the Company shall give the holder of this Warrant thirty (30) days' notice of the proposed effective date of the transaction specifying that the Warrant shall terminate if the Warrant has not been exercised by the effective date of the transaction. (b) In case the Company shall at any time effect a Sale or Merger Transaction in which the consideration to be received by the Company or its shareholders consists in part of consideration other than cash, the holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such action, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such transaction had this Warrant been exercised immediately prior thereto.

  • Benefit of Certain Provisions The Borrower agrees that each Participant shall be deemed to have the right of setoff provided in Section 11.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender. The Borrower further agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4 and 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3, provided that (i) a Participant shall not be entitled to receive any greater payment under Section 3.1, 3.2 or 3.5 than the Lender who sold the participating interest to such Participant would have received had it retained such interest for its own account, unless the sale of such interest to such Participant is made with the prior written consent of the Borrower, and (ii) any Participant not incorporated under the laws of the United States of America or any State thereof agrees to comply with the provisions of Section 3.5 to the same extent as if it were a Lender.

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