Term and Termination of this Agreement. The term of employment of -------------------------------------- Executive (the "Term") pursuant to this Agreement shall commence on the date hereof and shall continue for a term of five (5) years from the date hereof (the "Term").
(a) Executive's employment hereunder shall be terminated during the Term upon the death or Disability of Executive.
(b) Executive's employment hereunder may be terminated during the Term by the Company (i) with Cause at any time, and (ii) without Cause upon thirty (30) days written notice to Executive, provided that Executive shall immediately cease the performance of his duties hereunder if the Company shall so request following the date of such notice. In the event Executive's employment is terminated without Cause, the Company shall pay to Executive, as severance pay hereunder, an amount equal to the annual Base Salary paid to Executive at the Effective Date of Termination, which amount shall be paid in twelve (12) substantially equal monthly installments (less such deductions and withholdings as are required by law or the policies of the Company) commencing with the first day of the calendar month next following.
(c) Upon termination of Executive's employment hereunder pursuant to subsection 4(a) or for Cause pursuant to subsection 4(b), or upon voluntary termination by Executive of Executive's employment hereunder, the Company shall have no further obligation to Executive or his personal representative with respect to remuneration due under this Agreement, except for Base Salary earned but unpaid at the Effective Date of Termination and, in the case of termination of employment under subsection 4(a), a pro rata portion (based on the number of days of the fiscal year of the Company in which such termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year. Payment of such bonus, if any, shall be made at such time as similar bonuses are paid to other executives of the Company with respect to such fiscal year.
(d) If Executive's employment hereunder is terminated during the Term by the Company without Cause pursuant to subsection 4(b), the Company shall have no obligation to Employee with respect to renumeration due under this Agreement or such termination other than (i) Base Salary earned but unpaid at the Effective Date of Termination, and (ii) a pro rata portion (based on the number of days of the fiscal year of the Company in which the Eff...
Term and Termination of this Agreement. 9.1 This Agreement will terminate:
(a) as to any party hereto, at the option of that party, upon prior written notice to the other party as provided in Section 9.3 herein; or
(b) at the option of the FUND in the event that formal administrative proceedings are instituted against the PLAN by the IRS, DOL or any other regulatory body regarding the PLAN's duties under this Agreement or related to the sale of shares to PLAN participants, the operation of the PLAN, provided, however, that the FUND determines, in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the PLAN to perform its obligations under this Agreement; or
(c) at the option of the PLAN in the event that formal administrative proceedings are instituted against the FUND by the NASD, the SEC, or any state securities or insurance commission or any other regulatory body, regarding the FUND's duties under this Agreement or related to the sale of FUND shares or the operation of the FUND, provided, however, that the PLAN determines, in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the FUND to perform its obligations under this Agreement; or
(d) at the option of the PLAN, upon requisite authority to substitute the shares of another investment company for shares of the FUND in accordance with the PLAN investment policy or standards of conduct; or
(e) at the option of the PLAN, in the event any of the FUND's shares are not registered, issued, or sold in accordance with applicable federal and any state law or such law precludes the use of such shares as an investment of the PLAN; or
(f) at the option of the PLAN, if the FUND fails to meet the requirements specified in Section 2.2 or 2.3 hereof; or
(g) at the option of the FUND, if the investments of the PLAN fail to satisfy the diversification requirements of the Code and the regulations thereunder, or
(h) at the option of the PLAN, if the FUND dissolves or becomes otherwise unable to sell shares to fund the PLAN.
9.2 It is understood and agreed that the right of any party hereto to terminate this Agreement pursuant to Section 9.1(a) may be exercised for any reason or for no reason.
Term and Termination of this Agreement. 9.1 The Agreement is concluded for an indefinite period of time. Each Party may terminate the Agreement with four (4) weeks’ written notice with effect to the end of the current billing peri- od.
9.2 If the Parties agree to a fixed term, the term shall be automatically extended by the agreed fixed term unless the Agreement is terminated by each Party with four (4) weeks’ written no- xxxx.
9.3 The statutory right of termination for good cause remains unaffected.
9.4 DeepL reserves the right to restrict or suspend API features for other reasons than those specified in Section 3.2.4. In such case, XxxxX shall inform Customer of the proposed changes with two months’ prior notice in writing (e-mail sufficient). Furthermore, DeepL shall grant Customer a reasonable period of at least two (2) months to declare whether or not Customer accepts the proposed changes. If Customer does not give any notice within this period, which shall commence running from the receipt of the notification, the proposed changes shall be deemed as agreed. DeepL shall inform Customer of to this legal conse- quence, i.e., the right of objection, the objection period, and the implications of remaining si- lent. In the event Customer opposes the change within the term, the agreement can be ter- minated by each party without complying with a term. In the event that Customer objects to the proposed changes, DeepL may, in its sole discretion, either continue the respective fea- tures or terminate the Agreement with two (2) week’s notice.
9.5 In the event a) of a severe, persisting, imminent or repeated material breach of these terms, in particular an obligation set forth in Section 6 or b) DeepL has factual indication of an automated use of the DeepL Pro Translator according to Section 6.2.1, DeepL shall be entitled to temporarily suspend Customer’s access to the Products upon prior written notice (e-mail sufficient). Notwithstanding further rights under this Agreement, DeepL shall restore access within a reasonable period of time if the breach does not continue, is no longer imminent, or Custom- er has provided a binding statement that the breach will not be repeated.
9.6 In case Customer violates the restrictions on using the DeepL API key in certain types of products (Section 6.1.6), utilizes Products with unlimited usage in a way in which they were not intended to (e.g. accessing the DeepL Pro Translator in an automatic way) or allows more users to utilize Products than licensed, DeepL rese...
Term and Termination of this Agreement. NO ASSIGNMENT
(a) This Agreement shall become effective with respect to a Fund immediately upon the latter of approval by a majority of the Trust’s Trustees who are not interested persons (as defined in the 1000 Xxx) and, if required, by applicable law, by a vote of a majority of the outstanding voting securities of a Fund. The Agreement shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the date of effectiveness with respect to a Fund. This Agreement shall continue in effect thereafter for additional periods not exceeding one year so long as such continuation is approved for a Fund at least annually by (i) the Board or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act.
(b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board, by the Adviser, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the Adviser. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of a Fund’s affairs and, at the request of the Board or the Adviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund, or copies thereof, should the Sub-Adviser be required to retain original documents pursuant to regulatory requirements.
(c) This Agreement shall terminate automatically in the event (i) of any transfer or assignment thereof, as defined in the 1940 Act, and (ii) the Advisory Agreement is terminated.
Term and Termination of this Agreement. This agreement shall be in effect for a term of twelve (12) months from the date of execution by MORSTAN (‘term”) at which time it shall automatically renew for another twelve (12) month period unless terminated in writing by either party. However, this agreement may be terminated prior to its expiration by either party for any reason by providing ten (10) days written notice. In the event of a sale or merger of MORSTAN during the term of this agreement, the successor company or buyer will retain MORSTAN’s obligations hereunder. BROKER shall have no right to assign its rights or delegate its obligations under this Agreement, except with the prior written consent of MORSTAN. Any assignment or delegation made without MORSTAN’S consent will be deemed null and void.
Term and Termination of this Agreement. The term of employment of Executive (the "Term") pursuant to this Agreement shall commence on the date hereof and shall continue for a term of three (3) years from the date hereof or until sooner terminated as provided herein.
(a) Executive's employment hereunder may be terminated only (i) upon the death or Disability of Executive; and (ii) by the Company for Cause.
(b) Upon termination of Executive's employment hereunder pursuant to this Section 4, the Company shall have no further obligation to Executive or his personal representative with respect to remuneration due under this Agreement, except for Base Salary earned but unpaid at date of termination and, except where Executive's employment hereunder is terminated pursuant to clauses (i) or (iii) of the definition of "Cause," a pro rata portion (based on the number of days of the fiscal year of the Company during which this Agreement was in effect) of the bonus payable under Section 3(b) with respect to the fiscal year of the Company in which Executive's employment hereunder was terminated; provided however, Executive's covenants in Sections 5 and 6 of this Agreement shall survive the termination of Executive's employment hereunder.
Term and Termination of this Agreement. The term of this Agreement shall commence as of the Effective Date (as defined above) and continue until the end of that calendar year (the “Initial Term”). The term shall be automatically renewed as of the beginning of each calendar year (each year a “Renewal Year”), unless either party gives to the other party a written notice of termination of this Agreement on or before November 15th of each calendar year. Notwithstanding the prior paragraph, the Term of this Agreement shall terminate (a) immediately in the event of any willful or negligent misuse of the Certification Xxxx by Licensee or any willful or negligent act or omission being committed by Licensee while exercising its rights under the License or (b) Thirty (30) days after written notice by Licensor to Licensee of a breach of Licensee’s obligations or duties under this Agreement, unless such breach is cured within that Thirty (30) day period. Upon a breach of this Agreement by Licensee, Licensor shall be entitled to exercise any and all remedies available under law or equity, including, but not limited to, the right to specific performance and other injunctive relief, particularly with respect to enforcing the provisions of Section 12 below, and actual damages, and the right to terminate this Agreement immediately without prejudice to any other available remedies.
Term and Termination of this Agreement. 1. This Agreement cannot be terminated by ordinary termination.
Term and Termination of this Agreement. 13.1 This Agreement shall come into force on the Start Date and will, subject to the remainder of this clause, continue for the Initial Term, and, where applicable, any Renewal Term, unless terminated earlier pursuant to this Clause 13. For monthly subscriptions, this Agreement shall continue on a month-to-month basis unless or until terminated by either party on not less than 30 days’ written notice. For annual subscriptions, this Agreement shall continue on a Year-to-Year basis unless or until terminated by either party effective the last day of a Year on not less than 30 days’ written notice. gomo may terminate this Agreement immediately by notice to the Client if the Client: (i) fails to pay to gomo any amounts payable under this Agreement as they fall due (provided that gomo, prior to exercising this right, has given the Client written notice of its intent to exercise this right, and has given the Client at least 10 business days to remedy such breach); or, (ii) has repeatedly used or permitted access to gomo learning otherwise than in accordance with the terms of this Agreement.
13.2 Either party may terminate this Agreement immediately by notice in writing to the other party if:
13.2.1 The other party commits any material breach of any term of this Agreement which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request to remedy the same;
13.2.2 an order is made or a resolution is passed for the winding-up of the other party or an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or such an administrator is appointed or documents are filed with the court for the appointment of an administrator or notice of intention to appoint an administrator is given by the other or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the other party’s assets or undertaking or circumstances arise which entitle the Court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the Court to make a winding-up or bankruptcy order or the other party takes or suffers any similar or analogous action in consequence of debt.
13.3 Any termination of this Agreement shall be without prejudice to any other rights or remedies a party may be ent...
Term and Termination of this Agreement. 5.1 This Agreement shall commence on the date hereof and shall continue in force and effect from that date and thereafter until the first anniversary of the date hereof, and shall be automatically renewed for additional one year periods unless earlier terminated pursuant to the provisions of this Section.
5.2 This Agreement may be terminated:
(a) by any Party hereto upon one year's prior written notice delivered to the other Parties hereto; or
(b) by the non-defaulting Party (a "Non-Defaulting Party") upon a default or breach by the other Parties, which default or breach shall remain uncured for a period of 30 days following delivery of written notice of such default or breach, provided that if such default can be cured by such Party within a reasonable time and such Party is diligently pursuing such cure, the Non-Defaulting Party shall not exercise its rights as set forth in this Section 5.2 so long as the Non-Defaulting Party is not materially disadvantaged during such cure period and provided that in no event shall the period be extended more than 180 days after the written notice described above is received by the other Party and, PROVIDED, FURTHER, that the Services to be performed hereunder may, at the election of the Non-Defaulting Party, continue to be provided by SC Services for a period of not more than 365 days, on the same terms and at the same rates as are in effect at the time of expiration of such cure period; or
(c) at any time, upon the written consent of all Parties.
5.3 The termination of this Agreement shall not affect any rights or obligations of the Parties which have accrued or arisen prior to the effective time of such termination.
