Termination by Provider. This Agreement may be terminated by Provider in accordance with the following: (a) except for SAP’s breach of its obligations under Sections 8 or 9, thirty (30) days after Provider gives SAP notice of SAP’s breach of any provision of the Agreement, unless SAP has cured such breach during such thirty (30) day period; (b) immediately if (1) SAP commences negotiations with one or more of its creditors with a view to rescheduling major parts of its indebtedness or (2) SAP files for bankruptcy, has a petition for bankruptcy filed on its behalf which is not dismissed within sixty days of filing, becomes insolvent, or makes an assignment for the benefit of creditors; and/or (3) SAP breaches its obligations under Sections 8 and/or 9 [Intellectual Property Ownership, Confidentiality].
Termination by Provider. (a) Provider is entitled, at its sole discretion, to suspend, terminate or change the Services without advance notice upon any misuse of the Services in any way, Customer’s breach of the Agreement, Customer’s failure to pay any sum due hereunder, suspected fraud or other activity by Customer or a User that adversely affects the Services, Provider, Provider’s network or another customer’s use of the Services. Provider will be entitled to determine, at its sole discretion, what constitutes misuse of the Services, and Customer agrees that Provider’s determination is final and binding on Customer. Provider may require, and if required, Customer will pay, an activation fee as a condition to changing or resuming a terminated or suspended account.
(b) Provider is entitled to terminate any affected portion of the Services if: (i) Provider is prohibited by law from providing such portion of the Services; or (ii) any material rate or term contained herein and relevant to the affected Services is substantially changed by or as a result of any regulation or order issued by any court of competent jurisdiction, the Federal Communications Commission (FCC), any other local, state or federal government authority, or any carrier or Internet service provider.
(c) Upon termination of this Agreement under this Section 4.2, Customer will be responsible for the full monthly Service Fee for the month in which termination occurs, in addition to any accrued but unpaid usage and other charges.
Termination by Provider. (a) PROVIDER may not terminate this Agreement or any PSA for any reason other than (i) non-payment in accordance with Section 3.6, (ii) as described below under Section 8.4 (Termination Relating to Damages Cap) hereof and (iii) as described below under Section 8.5 (Change of Control), it being understood that PROVIDER will be relieved from its obligations to perform in accordance with the terms of this Agreement or a PSA to the extent that it is prevented from doing so as a result of the failure by CUSTOMER to perform any of its obligations under this Agreement or such PSA.
(b) Within fifteen (15) days of PROVIDER’s notice to CUSTOMER of PROVIDER’s intent to terminate any PSA in accordance with Sections 8.2(a)(i) or 8.2(a)(ii), CUSTOMER shall inform PROVIDER as to whether it will require PROVIDER to provide Services Transfer Assistance for a period not exceeding fourteen (14) months from the date of such notice, provided, in the case of a termination described in clause (i), that CUSTOMER has made all outstanding payments under any invoice in accordance with Section 3.2 hereof. If CUSTOMER fails to give such notice, CUSTOMER shall not be entitled to require PROVIDER to provide Services Transfer Assistance. At PROVIDER’s option, CUSTOMER shall be required to pay for Services Transfer Assistance provided under this paragraph in advance.
(c) With respect to any other breach of this Agreement or a PSA by CUSTOMER, PROVIDER will be entitled to invoke the applicable dispute resolution process under Section 21.12 hereof and pursue all remedies permitted by that process, but shall not be entitled to terminate this Agreement or any related PSA or voluntarily withhold any Services except as authorized pursuant to such process.
Termination by Provider. Provider may terminate this agreement ----------------------- immediately upon notice to Service Company upon the occurrence of any of the following events:
(i) A receiver, trustee, liquidator, or conservator is appointed for Service Company or to take possession of all or substantially all of Service Company's property or a petition for insolvency, dissolution, liquidation, or reorganization, or order for relief in which Service Company is named as debtor, is filed by, against, or with respect to Service Company pursuant to any federal or state statute, regulation, or law for the protection of debtors, and, with respect to any such appointment or filing, Service Company fails to secure a stay or discharge thereof within 45 days after such appointment or filing;
(ii) Service Company fails to comply with or perform any of its material duties or obligations under this agreement, which failure continues for 30 days after notice is given by Provider to Service Company thereof, or if because of the nature of such failure it cannot reasonably be corrected within such 30 day period, failure by Service Company to commence such correction promptly following its receipt of notice from Provider and thereafter to expeditiously and continuously prosecute the correction to completion; or
(iii) A court of competent jurisdiction makes a final determination that Service Company has materially breached a fiduciary duty owed to Provider. Notwithstanding the foregoing, any termination by Provider under this section shall require the affirmative vote of three-fourths of the then- outstanding shares of Provider entitled to vote on such a matter.
Termination by Provider. Provider may terminate this Agreement in the event of any of the following:
(i) the Company becomes Insolvent;
(ii) any failure of the Company to pay any amount owed to Provider under this Agreement (and not contested under Section 9.12) within ten (10) Business Days after the due date for such payment; provided that Provider has first provided at least ten (10) calendar days’ prior written notice to the Company and Investor of its intention to terminate for such failure pursuant to Section 3.2(c) below and the Company does not pay such due amount within such ten (10) calendar day period; or
(iii) any failure by the Company to perform any of its material obligations under this Agreement, which failure, if not a payment breach, is not remedied within thirty (30) calendar days of written notice of such failure from Provider to the Company; provided that if (A) such failure can be remedied, (B) such failure cannot reasonably be remedied within such thirty (30) calendar day period, and (C) the Company commences cure of such failure within such thirty (30) calendar day period and thereafter diligently seeks to remedy such failure, then Provider will not be entitled to terminate this Agreement until such time as the Company ceases reasonable efforts to cure such failure unless such failure continues for a period of ninety (90) calendar days from the original written notice from Provider.
Termination by Provider. This Agreement and Order Forms may be terminated by Provider only for just cause.
Termination by Provider. Provider may terminate this Agreement for failure by Company to pay Charges in accordance with this Agreement (other than any payment of any invoiced charge that is withheld by Company as permitted under Section 8.3), which payment remains uncured for a period of [***]* after written notice thereof from Provider.
Termination by Provider. Upon Provider’s determination of a breach of a material term of this BA Agreement by Boston Scientific, Provider will provide Boston Scientific written notice of that breach in sufficient detail to enable Boston Scientific to understand the specific nature of that breach and afford Boston Scientific an opportunity to cure the breach; provided, however, that if Boston Scientific fails to cure the breach within a reasonable time specified by Provider, which shall not be less than thirty (30) days, Provider may terminate this BA Agreement and the Reimbursement Assistance to the extent that the Reimbursement Assistance requires Boston Scientific to create or receive PHI. If Provider terminates this BA Agreement, Boston Scientific will have no continuing obligation to provide any Reimbursement Assistance to the Provider.
Termination by Provider. Provider may terminate this Agreement for any reasons by giving thirty (30) days written notice to the Court.
Termination by Provider. Provider shall have the right, upon notice to Customer, to suspend the Service and/or terminate this Agreement if: (a) Customer fails to pay Provider any amount due hereunder and such failure to pay is not cured within 30 days following Provider’s notice to Customer of such breach; (b) Customer materially breaches any term or condition of this Agreement, provided such breach is not cured by Customer within 30 days following Provider’s notice to Customer of such breach; or (c) Customer (i) terminates or suspends its business activities; (ii) liquidates all or a substantial portion of its assets for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority to effect such liquidation of assets; or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes to effect such liquidation of assets.
