Common use of Effective Date Term Termination Clause in Contracts

Effective Date Term Termination. 11.1 This Agreement shall become effective upon the date on which the latter of the Parties has validly executed this Agreement (the “Effective Date”). Both Parties require the signatures of two duly authorized representatives for valid execution hereof. This Agreement shall remain in force until expired or terminated in accordance with the provisions of this Agreement (“Term”). 11.2 Unless earlier terminated as set forth in this Agreement, this Agreement shall continue in effect for a period of twenty (20) years from Effective Date. Subsequent to the 20 year term and provided that Acquirer has duly fulfilled its obligations under this agreement the licenses granted as per Article 3 shall become royalty free and perpetual. 11.3 This Agreement may be prematurely terminated in writing with immediate effect by a Party having such right as herein below provided - and notwithstanding any other rights such Party may have - upon the occurrence of one of the following events: (i) by either Party in the event that the other Party voluntarily files a petition in bankruptcy or has such a petition involuntarily filed against it (which petition is not discharged within thirty (30) days after filing), or is placed in an insolvency proceeding, or if an order is entered appointing a receiver or trustee or a levy or attachment is made against a substantial portion of its assets which order is not vacated within thirty (30) days from date of entry, or if any assignment for the benefit of its creditors is made; (ii) by either Party in the event that the other Party has failed in the performance of any material contractual obligation herein contained, provided that such default is not remedied to the first Party’s reasonable satisfaction within sixty (60) days after receipt of written notice by the other Party specifying the nature of such default and requiring remedy of the same and further provided that the first Party has not committed any antecedent breach. 11.4 Acquirer shall procure that all sublicenses granted to Subsidiaries shall automatically terminate with immediate effect upon termination/expiration of this Agreement.

Appears in 2 contracts

Sources: Technology Transfer, Technical Cooperation and License Agreement (Opgen Inc), Technology Transfer, Technical Cooperation and License Agreement (Opgen Inc)

Effective Date Term Termination. 11.1 This Agreement 8.1 Notwithstanding any other provision set forth herein, this Agreement, although signed and delivered by the parties, shall not become effective upon until the date on which the latter consummation of the Parties has validly executed this Agreement (First Closing. Upon the “Effective Date”). Both Parties require consummation of the signatures of two duly authorized representatives for valid execution hereof. This Agreement shall remain in force until expired or terminated in accordance with the provisions of this Agreement (“Term”). 11.2 Unless earlier terminated as set forth in this AgreementFirst Closing, this Agreement shall automatically become effective and in full force and effect without notice by either party. For the purposes of this Agreement, the date of the First Closing is referred to herein as the "Effective Date". The term of this Agreement shall commence on the Effective Date and continue in effect for a period of twenty (20) years from Effective Date(the "Initial Term"). Subsequent This Agreement may be extended for an additional period upon the mutual consent of the parties. 8.2 If either party shall default in a material manner with respect to any material provision of this Agreement and the other party shall have given the defaulting party written notice of such default, the defaulting party shall have sixty (60) days to cure such default. If such default is not cured within such sixty (60) day period, the nondefaulting party shall have the right, upon written notice to the 20 year term defaulting party and without prejudice to any other rights the nondefaulting party may have, to terminate this Agreement unless the defaulting party is in the process of attempting in good faith to remedy such default, in which case the sixty (60) day cure period shall be extended by an additional forty-five (45) days. 8.3 In addition to any other rights of termination provided that Acquirer under this Agreement, either party may terminate this Agreement immediately upon written notice if the other party has duly not fulfilled its obligations under this agreement the licenses granted Agreement for more than one hundred twenty (120) days due to Force Majeure as per Article 3 shall become royalty free and perpetualdescribed in Section 17 of this Agreement. 11.3 This Agreement may be prematurely terminated 8.4 Either party may, in writing with immediate effect by a Party having such right as herein below provided - and notwithstanding addition to any other rights such Party may have - upon remedies available to it by law or in equity, terminate this Agreement by written notice to the occurrence of one of the following events: (i) by either Party other party in the event that the other Party party shall have become insolvent (i.e., that party is unable to pay its debts incurred in the ordinary course of business as they become due) or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other party or for all or a substantial part of its property, or any case or proceeding shall have been voluntarily files a petition initiated by or commenced against or other action taken by or against the other party in bankruptcy or has seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect and, in the event of any such involuntary proceeding, shall have continued for sixty (60) days undismissed, unbonded and undischarged. 8.5 Each party shall provide notice to the other party of any Change of Control of such party. The party receiving a petition involuntarily filed against it (which petition is not discharged Change of Control notice shall have the right within thirty (30) days after filingof receipt of such notice to terminate this Agreement upon written notice to the party providing the Change of Control notice; such termination shall be effective upon receipt of the termination notice by the party undergoing a Change of Control. Absent a notice of termination pursuant to this Section 8.5, a Change of Control shall have no effect upon this Agreement. Notwithstanding the foregoing provisions of this Section 8.5, Centocor shall not have the right to terminate this Agreement upon a Change of Control of Biometric, if Biometric is entitled to assign this Agreement pursuant to Section 14 hereof, in connection with such Change of Control. 8.6 In the event of any termination of this Agreement by Biometric pursuant to Sections 8.2, 8.3, 8.4 or 8.5 hereof, the licenses granted to Centocor shall immediately terminate. In the event Centocor has the right to terminate this Agreement pursuant to Sections 8.2, 8.3, 8.4 or 8.5 hereof, Centocor shall have the option, following the expiration of any grace or cure periods provided in such applicable Section, in lieu of such termination and upon written notice to Biometric (the "Conversion Notice"), or is placed in an insolvency proceedingto terminate only certain provisions of this Agreement. Upon delivery of the Conversion Notice (i) Sections 3.1, or if an order is entered appointing a receiver or trustee or a levy or attachment is made against a substantial portion of its assets which order is not vacated within thirty (30) days from date of entry3.2, or if any assignment for the benefit of its creditors is made; 3.3, 3.4, 4.1, 4.2 and 6.1 hereof and (ii) by either Party in Biometric's obligations under Section 5 hereof, shall terminate with no further force or effect, except for the event that the other Party has failed in the performance satisfaction of any material contractual obligation herein containedobligations which accrued prior to such termination, provided that such default is not remedied to and the first Party’s reasonable satisfaction within sixty (60) days after receipt of written notice by the other Party specifying the nature of such default and requiring remedy of the same and further provided that the first Party has not committed any antecedent breach. 11.4 Acquirer shall procure that all sublicenses granted to Subsidiaries shall automatically terminate with immediate effect upon termination/expiration remaining provisions of this Agreement, including, without limitation, Sections 2.1, 2.2, 3.5, 7.1, 7.2, 7.3, 7.4, 7.5 and 7.6 shall remain in full force and effect. 8.7 The following Sections and Articles shall survive any termination of this Agreement: 2.1, 9, 10, 11 and 12. 8.8 Termination of this Agreement shall not relieve the parties hereto of their respective obligations of confidentiality or of any other obligations or liability accrued hereunder prior to such termination.

Appears in 2 contracts

Sources: Product Development and License Agreement (Centocor Diagnostics Inc), Product Development and License Agreement (Centocor Diagnostics Inc)

Effective Date Term Termination. 11.1 This Agreement shall become Subject to Your acceptance of this Agreement, the effective upon the date on which the latter of the Parties has validly executed this Agreement (the “Effective Date”). Both Parties require the signatures of two duly authorized representatives for valid execution hereof. This Agreement shall remain in force until expired or terminated in accordance with the provisions of this Agreement (“Term”). 11.2 Unless earlier terminated as set forth in this Agreement, this is the date of Veritas’ confirmation of Your acceptance into the VPF. This Agreement shall continue in effect for a period of twenty (20) years from Effective Dateuntil otherwise terminated in accordance with these terms. Subsequent to the 20 year term and provided that Acquirer has duly fulfilled its obligations under this agreement the licenses granted as per Article 3 shall become royalty free and perpetual. 11.3 This Agreement may shall be prematurely terminated in writing with immediate effect deemed executed by a Party having such right as herein below provided - and notwithstanding any other rights such Party may have - upon You on the occurrence of one earlier of the following events: (i) date You click on the “I AGREE” or “YES” button, or otherwise indicate assent electronically, or on which You represent Yourself as an Veritas Partner Force Program member, or on which You request any benefits under the VPF and this Agreement. However, notwithstanding the above, both Parties acknowledge that Your right to receive VPF benefits is expressly conditioned upon Veritas’ acceptance of You into the VPF. Your membership of the Program requires Your ongoing compliance with all terms hereof including the VPF Guide and all requirements thereunder. Either Party shall have the right to terminate this Agreement at any time without cause by either written notice. Each Party in the event that shall use commercially reasonable efforts to give the other Party voluntarily files a petition in bankruptcy or has such a petition involuntarily filed against it (which petition is not discharged within thirty (30) days after filing)days’ notice of termination of this Agreement. Notwithstanding such 30-day notice provision, Veritas may terminate the Agreement for Your non-compliance with Sections 5, 6, 7, 8 or is placed in an insolvency proceeding9, for which notice shall be effective upon receipt. Furthermore, this Agreement may at Veritas’ discretion be deemed terminated without notice or action by Veritas if an order is entered appointing (i) a receiver is appointed for You or trustee Your property, (ii) You become insolvent or a levy or attachment is made against a substantial portion of its assets which order is not vacated within thirty unable to pay Your debts as they mature, (30iii) days from date of entry, or if any You make an assignment for the benefit of its creditors is made; creditors, or (iiiv) by either Party in You become the event that the other Party has failed in the performance subject of any material contractual obligation herein containedproceeding under any bankruptcy, provided that such default is not remedied to insolvency or debtor’s relief law. The terms and conditions of Sections 6, 7, 8 and 9 shall survive the first Party’s reasonable satisfaction within sixty (60) days after receipt of written notice by the other Party specifying the nature of such default expiration and requiring remedy of the same and further provided that the first Party has not committed any antecedent breach. 11.4 Acquirer shall procure that all sublicenses granted to Subsidiaries shall automatically terminate with immediate effect upon termination/expiration termination of this Agreement.

Appears in 1 contract

Sources: Veritas Partner Force Program Agreement

Effective Date Term Termination. 11.1 This (a) The effective date of this Agreement shall become effective upon is the first date on which written above defined as the latter Effective Date. (b) The term of the Parties has validly executed this Agreement (“Term”) shall commence on the Effective Date and shall continue until for a period of approximately 7 years or until December 31, 2019 (the Termination Date”). Both Parties require the signatures of two duly authorized representatives for valid execution hereof. This Agreement shall remain in force ) or until expired or terminated in accordance with the provisions of this Agreement Agreement. Within ninety (“Term”). 11.2 Unless 90) days prior to the Termination Date, unless terminated earlier terminated as set forth in accordance with the provisions of this Agreement, this Agreement shall continue may be renewed by the parties hereto in effect writing for a subsequent periods each period of twenty which shall not be less than one (201) years from Effective Date. Subsequent to the 20 year term and provided that Acquirer has duly fulfilled its obligations under this agreement the licenses granted as per Article 3 shall become royalty free and perpetualin duration. 11.3 This (c) Either party may terminate this Agreement may be prematurely terminated only upon a breach by the other party hereto of any of such party’s obligations hereunder, by providing the other party with not less than ninety (90) days advance written notice of termination; provided, however, that the party desiring to terminate the agreement advise the other party in writing with immediate effect by a Party having such right as herein below provided - and notwithstanding any other rights such Party may have - upon the occurrence of one of the following events: (i) by either Party in breach, specifying same, whereupon the event that the other Party voluntarily files breaching party shall have a petition in bankruptcy or has such a petition involuntarily filed against it (which petition is not discharged within thirty (30) days after filingday period in which to cure a monetary breach and a forty-five (45) day period to cure a non-monetary breach. To the extent each such breach is cured within the time periods granted hereunder, this Agreement may not be terminated except as provided for below. For the purposes hereof, a “breach” shall be deemed to include, without limitation, the following: insolvency, bankruptcy or its equivalent (voluntary or involuntary); violation of applicable licensing, copyright and/or trademark rights; and any violation of any governmental rules or is placed in an insolvency proceeding, or if an order is entered appointing a receiver or trustee or a levy or attachment is made against a substantial portion of its assets which order is not vacated within thirty regulations affecting either party hereto. (30d) JARLYN may terminate this Agreement for any reason upon ninety (90) days from date of entryprior written notice delivered to ONTC, or if any assignment for the benefit of its creditors is made; (iisubject to Paragraph 8(b) by either Party hereof. However in the event that the other Party has failed in the performance of any material contractual obligation herein containedsuch termination by JARLYN per this paragraph, provided that such default is not remedied any and all consideration either paid, or owed to ONTC shall be considered as earned by ONTC and therein retained or collectible by ONTC per the first Party’s reasonable satisfaction within sixty (60) days after receipt of written notice by the other Party specifying the nature of such default terms and requiring remedy of the same and further provided that the first Party has not committed any antecedent breach. 11.4 Acquirer shall procure that all sublicenses granted to Subsidiaries shall automatically terminate with immediate effect upon termination/expiration conditions of this Agreement.

Appears in 1 contract

Sources: Licensing, Manufacturing and Distribution Agreement (Onteco Corp)

Effective Date Term Termination. 11.1 This (a) Subject to Section 14 below and unless earlier terminated pursuant to Section 1(b), the term of this Agreement with respect to each of the Services (as defined in Section 2(a) hereof) shall become be for one year periods beginning at the Effective Date. (b) The Company may terminate this Agreement in whole or with respect to one or more categories of Services, at any time after thirty days from the date of this Agreement, effective upon the date on ninety days advance written notice to Sylvan. Sylvan shall prepare an invoice of these costs which the latter of the Parties has validly executed this Agreement (the “Effective Date”). Both Parties require the signatures of two duly authorized representatives for valid execution hereof. This Agreement shall remain in force until expired or terminated be delivered to Company and paid by Company in accordance with the provisions of procedures outlined in Section 3. (c) Either party shall have the right to terminate this Agreement (“Term”). 11.2 Unless earlier terminated as set forth at any time without further notice and pursue any remedies available to it at law or in this Agreement, this Agreement shall continue in effect for a period of twenty (20) years from Effective Date. Subsequent to the 20 year term and provided that Acquirer has duly fulfilled its obligations under this agreement the licenses granted as per Article 3 shall become royalty free and perpetual. 11.3 This Agreement may be prematurely terminated in writing with immediate effect by a Party having such right as herein below provided - and notwithstanding any other rights such Party may have - upon the occurrence of one of the following events: equity if (i) by either Party in the event that the other Party voluntarily files a petition in party is adjudicated bankrupt, (ii) any action is taken by the other party or by others against such party under any insolvency, bankruptcy or has such a petition involuntarily filed against it (reorganization act, which petition is not discharged fully dismissed within thirty (30) 30 days after filing)the institution thereof, or is placed in (iii) the other party makes an insolvency proceeding, or if an order is entered appointing a receiver or trustee or a levy or attachment is made against a substantial portion of its assets which order is not vacated within thirty (30) days from date of entry, or if any assignment for the benefit of its creditors or (iv) a receiver is made;appointed for the other party. If any of the events mentioned in items (i) through (iv) above is experienced by Sylvan, any software source code for Sylvan's systems used to provide the Services hereunder will be held in escrow for the benefit of the Company to the extent permissible under any software licensing agreements under which Sylvan obtained any such software. (iid) This Agreement may be terminated by either Party in party (the event that the other Party has failed in the performance of any "Non- Defaulting Party") upon material contractual obligation herein contained, provided that such default is not remedied to the first Party’s reasonable satisfaction within sixty (60) days after receipt of written notice by the other Party specifying party (the nature "Defaulting Party") of such default any terms and requiring remedy of the same and further provided that the first Party has not committed any antecedent breach. 11.4 Acquirer shall procure that all sublicenses granted to Subsidiaries shall automatically terminate with immediate effect upon termination/expiration conditions of this Agreement. The Non-Defaulting Party shall give the Defaulting Party written notice of such failure, stating the nature thereof and a reasonable time (which shall be not less than thirty days in the case of a non-monetary default, any monetary default shall be governed by the provisions of Section 3(b) of this Agreement) to remedy such failure. If the Defaulting Party does not correct the failure within the specified time, the Non-Defaulting Party may terminate this Agreement immediately. (e) Upon termination of this Agreement, Sylvan shall provide complete copies of the following as each relates to the Services provided hereunder to the extent created by Sylvan or its affiliates and exists at the termination of this Agreement: PeopleSoft environment and associated interfaces including, but not limited to, all of the PeopleSoft documentation, table structures, tree structures, configuration settings, logical and physical data base designs, Excel and FoxPro interfaces, current and historical data, server configurations, operating system setups and configuration data, business rules and policy documents.

Appears in 1 contract

Sources: Services Agreement (Esylvan Inc)

Effective Date Term Termination. 11.1 This Agreement shall become effective upon (a) Subject to Section 3 below, the date on which the latter term of the Parties has validly executed this Agreement (the “Effective Date”). Both Parties require the signatures of two duly authorized representatives for valid execution hereof. This Agreement shall remain in force until expired or terminated in accordance with the provisions of this Agreement (“Term”). 11.2 Unless ) with respect to the services provided hereunder shall be for five (5) years beginning on the Effective Date unless earlier terminated as set forth in this Agreement(1) pursuant to Section 1(b) below, this Agreement shall continue in effect for a period of twenty (202) years from Effective Date. Subsequent pursuant to the 20 year term and provided that Acquirer has duly fulfilled its obligations under this agreement the licenses granted as per Article 3 shall become royalty free and perpetual. 11.3 This Agreement may be prematurely terminated in writing with immediate effect by a Party having such right as herein below provided - and notwithstanding any other rights such Party may have - upon the occurrence of one of the following events: Section l (ic) below, or (3) by either Party for any other reason with ninety (90) days’ prior written notice to the other Party. This Agreement and the Term shall renew automatically for an additional two (2) years upon the fifth (5(1)h) anniversary of the date hereof and each second (2(11)d) anniversary thereafter, unless either Party provides written notice to the other at least six (6) months prior to the end of the Term that it intends not to renew the Agreement. (b) Either Party shall hav.e the right to terminate this Agreement, effective immediately, at any time during the Term without further notice and pursue any remedies available to it at law or in the event that equity if (1) the other Party voluntarily files is adjudicated bankrupt or insolvent under any applicable federal, state, local or foreign law providing for bankruptcy, insolvency, reorganization, receivership, dissolution, winding up or liquidation of a petition in bankruptcy debtor, (2) any action is taken by the other Party or has by others against such a petition involuntarily filed against it (Party under any bankruptcy, insolvency, reorganization, receivership, dissolution, winding up or liquidation act under applicable law, which petition action is not fully dismissed or discharged within thirty (30) days after filing)the institution thereof, or is placed in an insolvency proceeding, or if an order is entered appointing (3) the other Party makes a receiver or trustee or a levy or attachment is made against a substantial portion of its assets which order is not vacated within thirty (30) days from date of entry, or if any general assignment for the benefit of its creditors or (4) a receiver is made;appointed for the other Party in accordance with applicable law. (iic) This Agreement may be terminated by either Party in (such Party, the event that the other Party has failed in the performance of any “Non-Defaulting Party”) upon a material contractual obligation herein contained, provided that such default is not remedied to the first Party’s reasonable satisfaction within sixty (60) days after receipt of written notice by the other Party specifying (such other Party, the nature “Defaulting Party”) of such default and requiring remedy any of the same terms and further provided that the first Party has not committed any antecedent breach. 11.4 Acquirer shall procure that all sublicenses granted to Subsidiaries shall automatically terminate with immediate effect upon termination/expiration conditions of this Agreement. The Non­ Defaulting Party shall give the Defaulting Party written notice of such failure, stating the nature thereof and a reasonable time (which shall be not less than thirty (30) days in the case of a non-monetary default, any monetary default shall be governed by the provisions of Section 5(c) of this Agreement) to remedy such failure. If the Defaulting Party does not correct the failure within the specified time, the Non-Defaulting Party may terminate this Agreement effective immediately. (d) Upon termination of this Agreement, Laureate shall provide Institution with complete copies of each of the following as each relates to the Supporting Services provided hereunder to the extent created by Laureate or one of its subsidiaries, to the extent applicable, and exists at the termination of this Agreement: PeopleSoft environment and associated interfaces including, but not limited to, all of the PeopleSoft documentation, table structures, tree structures, configuration settings, logical and physical data base designs, Excel interfaces, current and historical data, server configurations, operating system setups and configuration data, marketing and enrollment data, business rules and policy documents.

Appears in 1 contract

Sources: Support Services Agreement (Laureate Education, Inc.)

Effective Date Term Termination. 11.1 This non-exclusive Agreement shall become effective upon is entered into as of the date on which the latter of the Parties has validly executed this Agreement (the “Effective Date”). Both Parties require the signatures of two duly authorized representatives for valid execution hereofby You and shall continue in effect until otherwise terminated in accordance with these terms. This Agreement shall remain be deemed executed by You on the date You submit your ATP Application. However, notwithstanding the above, both Parties acknowledge that Your right to receive ATP Program benefits is expressly conditioned upon Symantec’s written acceptance of You into the ATP Program; further, You agree that if You earlier represent Yourself as an ATP Program member or You request or accept any ATP benefits then, in force until expired or terminated in accordance with any action to enforce Symantec’s rights, Your activities shall be deemed governed by the provisions terms and conditions of this Agreement. Your membership of the ATP Program requires Your ongoing compliance with all terms of the Agreement (“Term”). 11.2 Unless earlier terminated as set forth in this Agreement, including the Program Guide and all requirements thereunder. Either Party shall have the right to terminate this Agreement at any time without cause by written notice. Each Party shall continue in effect for a period of twenty (20) years from Effective Date. Subsequent use commercially reasonable efforts to the 20 year term and provided that Acquirer has duly fulfilled its obligations under this agreement the licenses granted as per Article 3 shall become royalty free and perpetual. 11.3 This Agreement may be prematurely terminated in writing with immediate effect by a Party having such right as herein below provided - and notwithstanding any other rights such Party may have - upon the occurrence of one of the following events: (i) by either Party in the event that give the other Party voluntarily files a petition in bankruptcy or has such a petition involuntarily filed against it (which petition is not discharged within thirty (30) days’ notice of termination of this Agreement. Notwithstanding such 30-day notice provision, Symantec may terminate the Agreement for Your non-compliance with Sections 3, 4, 5, 6 or 7, for which notice shall be effective upon receipt. In the event of termination for reasons other than Your non-compliance, You may continue to deliver Training Sessions and using/distributing Symantec Official Content under the terms of this Agreement, for Training Sessions scheduled before the effective date of such termination (not to exceed 90 days after filingfrom the date of notice of termination), . Furthermore this Agreement may at Symantec’s discretion be deemed terminated without notice or is placed in an insolvency proceeding, or action by Symantec if an order is entered appointing (i) a receiver is appointed for You or trustee Your property, (ii) You become insolvent or a levy or attachment is made against a substantial portion of its assets which order is not vacated within thirty unable to pay Your debts as they mature, (30iii) days from date of entry, or if any You make an assignment for the benefit of its creditors is made; creditors, or (iiiv) by either Party in You become the event that the other Party has failed in the performance subject of any material contractual obligation herein containedproceeding under any bankruptcy, provided that such default is not remedied to the first Partyinsolvency or debtor’s reasonable satisfaction within sixty (60) days after receipt of written notice by the other Party specifying the nature of such default and requiring remedy of the same and further provided that the first Party has not committed any antecedent breachrelief law. 11.4 Acquirer shall procure that all sublicenses granted to Subsidiaries shall automatically terminate with immediate effect upon termination/expiration of this Agreement.

Appears in 1 contract

Sources: Symantec Authorized Training Partner Program Agreement