Termination of this Services Agreement. This Services Agreement may be terminated: (a) By written agreement of the Parties; (b) By Provider in the event an unpaid invoice resulting in delivery to Recipient of a Suspension Notice under Section 2.4 is not satisfied within sixty (60) days of the date of delivery of such notice; (c) By either Party upon a material breach (other than non-payment of Services Fees or Expenses) by the other that is not cured within thirty (30) days after written notice of such breach from the non-breaching Party, except that where such breach is not capable of being cured within 30 days, the breaching Party shall be accorded thirty (30) additional days to cure such breach if it demonstrates that it is capable of curing such breach within such additional period; (d) Upon thirty (30) days’ advance written notice by either Party to the other where one Party: (i) commences a voluntary case or other proceeding seeking liquidation, reorganization, or similar relief or seeks the appointment of a trustee, receiver, liquidator or other similar official of it or the taking of possession by any such official in any involuntary case or other proceeding commenced against it, or makes a general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; or (ii) has an involuntary case or other proceeding commenced against it seeking liquidation, reorganization or other relief with respect to it or substantially all of its debts or seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official for such Party or any substantial part of its property, and such involuntary case or other proceeding remains undismissed for a period of sixty (60) days; or (e) By Recipient upon not less than sixty (60) days’ advance written notice, with respect to all or any part of any Service provided pursuant to this Services Agreement; provided that neither this Services Agreement nor any Service to performed by Provider hereunder may be terminated earlier than ninety (90) days after the Distribution Date; and provided further that to the extent there are any break-up costs (including commitments made to or in respect of personnel or third parties due to the requirement to provide the Services and prepaid expenses related to the Services, or costs related to terminating such commitments) incurred by Provider as a result of such termination, Recipient shall be solely responsible for such costs. This Section 11.3(e) shall not limit the application of Section 1.3.
Appears in 2 contracts
Samples: Transition Services Agreement (Vishay Precision Group, Inc.), Transition Services Agreement (Vishay Precision Group, Inc.)
Termination of this Services Agreement. This Services Agreement may be terminated:
(a) By by the written agreement of the Parties;
(b) By by Provider in the event an unpaid invoice resulting in delivery to Recipient of a Suspension Notice under Section 2.4 is not satisfied within sixty (60) days of the date of delivery of such noticeSuspension Notice;
(c) By by either Party upon a material breach (other than non-payment of Services Fees or Expenses) by the other Party that is not cured within thirty (30) days after delivery of written notice of such breach from the non-breaching Party, except that where such breach is not capable of being cured within 30 days, the breaching Party shall be accorded thirty (30) additional days to cure such breach if it demonstrates that it is capable of curing such breach within such additional period;
(d) Upon thirty (30) days’ advance written notice immediately by either Party to Party, if the other where one Party: (i) commences a voluntary case or other proceeding seeking bankruptcy protection, liquidation, reorganization, or similar relief or seeks the appointment of a trustee, receiver, liquidator or other similar official of it or the taking of possession by any such official in any involuntary case or other proceeding commenced against it, or makes a general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; or (ii) has an involuntary case or other proceeding commenced against it seeking bankruptcy protection, liquidation, reorganization or other relief with respect to it or substantially all of its debts or seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official for such Party or any substantial part of its property, and such involuntary case or other proceeding remains undismissed for a period of sixty (60) days; or
(e) By except as may otherwise be set forth on Schedule A, by Recipient upon not less than sixty thirty (6030) days’ advance written notice, with respect to all or any part of any Service provided pursuant to this Services Agreement; provided that neither this Services Agreement nor any Service to performed by Provider hereunder may be terminated earlier than ninety (90) days after the Distribution Date; and provided further that to the extent there are any break-up costs (including commitments made to or in respect of personnel or third parties due to the requirement to provide the Services and prepaid expenses related to the Services, or costs related to terminating such commitments) incurred by Provider as a result of such termination, Provider shall use its reasonable best efforts to mitigate such costs and Recipient shall be solely responsible bear such costs and reimburse Provider in full for such costs. This Section 11.3(e) shall not limit the application of Section 1.3same.
Appears in 2 contracts
Samples: Transition Services Agreement (Penn National Gaming Inc), Transition Services Agreement (Gaming & Leisure Properties, Inc.)
Termination of this Services Agreement. This Services Agreement may be terminated:
(a) By written agreement of the Parties;
(b) By Provider in the event an unpaid invoice resulting in delivery to Recipient of a Suspension Notice under Section 2.4 is not satisfied within sixty (60) days of the date of delivery of such notice;
(c) By either Party upon a material breach (other than non-payment of Services Fees or Expenses) by the other that is not cured within thirty (30) days after written notice of such breach from the non-breaching Party, except that where such breach is not capable of being cured within 30 days, the breaching Party shall be accorded thirty (30) additional days to cure such breach if it demonstrates that it is capable of curing such breach within such additional period;
(d) Upon thirty (30) days’ advance written notice by either Party to the other where one Party: (i) commences a voluntary case or other proceeding seeking liquidation, reorganization, or similar relief or seeks the appointment of a trustee, receiver, liquidator or other similar official of it or the taking of possession by any such official in any involuntary case or other proceeding commenced against it, or makes a general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; or (ii) has an involuntary case or other proceeding commenced against it seeking liquidation, reorganization or other relief with respect to it or substantially all of its debts or seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official for such Party or any substantial part of its property, and such involuntary case or other proceeding remains undismissed for a period of sixty (60) days; or
(e) By Except as may otherwise be set forth on Schedule A, by Recipient upon not less than sixty thirty (6030) days’ advance written notice, with respect to all or any part of any Service provided pursuant to this Services Agreement; provided that neither this Services Agreement nor any Service to performed by Provider hereunder may be terminated earlier than ninety (90) days after the Distribution Date; and provided further that to the extent there are any break-up costs (including commitments made to or in respect of personnel or third parties due to the requirement to provide the Services and prepaid expenses related to the Services, or costs related to terminating such commitments) incurred by Provider as a result of such termination, Recipient shall be solely responsible for such costs. This Section 11.3(e) shall not limit the application of Section 1.3.
Appears in 1 contract
Samples: Transition Services Agreement (Vishay Precision Group, Inc.)
Termination of this Services Agreement. This Services Agreement may be terminated:
(a) By written agreement of the Parties;
(b) By Provider in the event an unpaid invoice resulting in delivery to Recipient of a Suspension Notice under Section 2.4 is not satisfied within sixty (60) days of the date of delivery of such notice;
(c) By either Party upon a material breach (other than non-payment of Services Fees or Expenses) by the other that is not cured within thirty (30) days after written notice of such breach from the non-breaching Party, except that where such breach is not capable of being cured within 30 days, the breaching Party shall be accorded thirty (30) additional days to cure such breach if it demonstrates that it is capable of curing such breach within such additional period;
(d) Upon thirty (30) days’ advance written notice by either Party to the other where one Party: (i) commences a voluntary case or other proceeding seeking liquidation, reorganization, or similar relief or seeks the appointment of a trustee, receiver, liquidator or other similar official of it or the taking of possession by any such official in any involuntary case or other proceeding commenced against it, or makes a general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; or (ii) has an involuntary case or other proceeding commenced against it seeking liquidation, reorganization or other relief with respect to it or substantially all of its debts or seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official for such Party or any substantial part of its property, and such involuntary case or other proceeding remains undismissed for a period of sixty (60) days; or
(e) By Recipient upon not less than sixty (60) days’ advance written notice, with respect to all or any part of any Service provided pursuant to this Services Agreement; provided that neither this Services Agreement nor any Service to performed by Provider hereunder may be terminated earlier than ninety (90) days after the Distribution Date; and provided further that to the extent there are any break-up costs (including commitments made to or in respect of personnel or third parties due to the requirement to provide the Services and prepaid expenses related to the Services, or costs related to terminating such commitments) incurred by Provider as a result of such termination, Recipient shall be solely responsible for such costs. This Section 11.3(e) shall not limit the application of Section 1.31.3 .
Appears in 1 contract
Samples: Transition Services Agreement (Vishay Precision Group, Inc.)
Termination of this Services Agreement. This Services Agreement may be terminated:
(a) By written agreement of the Parties;
(b) By Provider in the event an unpaid invoice resulting in delivery to Recipient of a Suspension Notice under Section 2.4 is not satisfied within sixty (60) days of the date of delivery of such notice;
(c) By either Party upon a material breach (other than non-payment of Services Fees or Expenses) by the other that is not cured within thirty (30) days after written notice of such breach from the non-breaching Party, except that where such breach is not capable of being cured within 30 days, the breaching Party shall be accorded thirty (30) additional days to cure such breach if it demonstrates that it is capable of curing such breach within such additional period;
(d) Upon thirty (30) days’ advance written notice by either Party to the other where one Party: (i) commences a voluntary case or other proceeding seeking liquidation, reorganization, or similar relief or seeks the appointment of a trustee, receiver, liquidator or other similar official of it or the taking of possession by any such official in any involuntary case or other proceeding commenced against it, or makes a general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; or (ii) has an involuntary case or other proceeding commenced against it seeking liquidation, reorganization or other relief with respect to it or substantially all of its debts or seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official for such Party or any substantial part of its property, and such involuntary case or other proceeding remains undismissed for a period of sixty (60) days; or
(e) By Except as may otherwise be set forth on Schedule A, by Recipient upon not less than sixty (60) days’ advance written notice, with respect to all or any part of any Service provided pursuant to this Services Agreement; provided that neither this Services Agreement nor any Service to performed by Provider hereunder may be terminated earlier than ninety (90) days after the Distribution Date; and provided further that to the extent there are any break-up costs (including commitments made to or in respect of personnel or third parties due to the requirement to provide the Services and prepaid expenses related to the Services, or costs related to terminating such commitments) incurred by Provider as a result of such termination, Recipient shall be solely responsible for such costs. This Section 11.3(e) shall not limit the application of Section 1.3.
Appears in 1 contract
Samples: Transition Services Agreement (Vishay Precision Group, Inc.)