Procedures Upon Termination Clause Samples

Procedures Upon Termination. This contract may be terminated by discretion of the Local Government by providing written notice to be conveyed via certified mail 30 days in advance. Project costs incurred to be paid through the effective termination date.

Procedures Upon Termination. Upon the termination of this Agreement as set forth in Section 8.1 or Section 8.2, the following shall occur:

Procedures Upon Termination. Following a party’s receipt of notice of termination of this agreement, the parties shall immediately cease to market the Program utilizing a party’s marks.

Procedures Upon Termination. In the event of termination pursuant to this Section 14, written notice shall forthwith be given to the other party or parties, and the Transaction shall be abandoned, without further action by any party hereto; provided, however, that, nothing contained herein shall be construed to prevent any parties hereto from pursuing any remedy available at law or in equity for any breach, violation, default or other failure of performance of any other party hereto prior to Closing.

Procedures Upon Termination. 4.1 In the event that this Agreement is terminated for any reason whatsoever, the following procedures shall apply: 4.1.1 Dealer shall immediately, upon demand, return all originals and copies of any program manuals and binders, advertising material and any other information, which ▇▇▇▇▇▇ has provided to Dealer pursuant to this Agreement; 4.1.2 Dealer shall cease to hold itself out as a ▇▇▇▇▇▇ Factory Authorized Dealer; and 4.1.3 Dealer shall cease use of all Intellectual Property of ▇▇▇▇▇▇ and its affiliates. 4.2 In the event that Dealer carries on as a ▇▇▇▇▇▇ dealer (other than as a ▇▇▇▇▇▇ Factory Authorized Dealer), Dealer shall be permitted to use certain designated ▇▇▇▇▇▇ trademarks. 4.3 Sections 4, 5 and 9 shall survive termination of this Agreement.

Procedures Upon Termination. In the event of termination pursuant to the terms of this Agreement, written notice shall be given to the other party, and this Agreement shall terminate immediately upon receipt of such notice unless an extension is consented to by the party having the right to terminate. In addition: (a) Each party will return to the party furnishing the same or destroy all documents, work papers and other materials of the other party, including photocopies or other duplications thereof, relating to the Transaction, whether obtained before or after the execution hereof; and (b) All information received by either party with respect to the business of the other party (other than information that is a matter of public knowledge or that has heretofore been published in any publication for public distribution or filed as public information with any governmental authority or as required by law) shall not at any time be used for any business purpose or disclosed by such party to third persons.

Procedures Upon Termination. In the event of termination and abandonment by Purchaser or Sellers, or both such Parties, pursuant to Section 3.4 hereof, written notice thereof shall forthwith be given to the other Party or Parties, and this Agreement shall terminate, and the purchase of the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall be abandoned, without further action by Purchaser or Sellers. If this Agreement is terminated as provided herein, each Party shall return all documents, work papers and other material of any other Party relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the Party furnishing the same. If this Agreement is terminated pursuant to Sections 3.4(a), (c), (d), (e), (f), (g), (h) or (j), Sellers shall pay to Purchaser the Expense Reimbursement, plus, only if this Agreement is terminated pursuant to Sections 3.4(g), (h) or (j), the Break-Up Fee, and the Parties shall have no further obligations to one another except for any obligations that, by their terms, survive the termination of this Agreement, as described in Section 3.6.

Procedures Upon Termination. Upon termination or expiration of this Agreement for any reason, Customer shall have no rights to continue use of the SAAS Product. If this Agreement is terminated as a result of Customer’s material breach of the Agreement, then Memcyco shall be entitled to all of the Fees due under this Agreement for the entire Term. If this Agreement is terminated as a result of Memcyco’s material breach of this Agreement, then Customer shall be entitled to a refund of the pro rata portion of any prepaid subscription fees paid by Customer to Memcyco under this Agreement for the remaining terminated portion of the Term.

Procedures Upon Termination. If this Agreement terminates prior to the Closing for any reason (other than an Event of Owner’s Default), then in addition to all other applicable provisions of this Agreement with respect to termination of this Agreement, the following shall apply: (a) Each party shall promptly execute and deliver to Escrow Holder such documents as Escrow Holder may reasonably require to evidence such termination; (b) Escrow Holder shall return all documents to the respective parties who delivered such documents to Escrow (unless otherwise specified in this Agreement); (c) Within two (2) business days after either party gives written notice to the other party and Escrow Holder of such termination, Escrow Holder shall record the Quit Claim in the Official Records of Santa C▇▇▇▇ County subject to the terms and conditions of Section 1.2 above; (d) Developer and Owner shall each pay one-half ( 1/2) of Escrow Holder’s escrow cancellation fees, if any; (e) Developer shall return to Owner all Due Diligence Documents (defined in Section 6.1) in Developer’s possession or control; (f) Developer shall transfer, deliver and assign to Owner on a non-exclusive basis, without representation and warranty, and to the extent assignable (provided Developer must use commercially reasonable efforts when contracting with third parties to allow assignment to Owner pursuant to this Paragraph 4.8(f)), any and all right, title and interest in and to any inspection reports, due diligence reports, plans, specifications, drawings, surveys, permits, and other tangible and intangible property prepared by, or for, Developer and related to the Property; and (g) Neither party shall have any further rights or obligations under this Agreement, except that the provisions of this Agreement setting forth indemnity obligations or setting forth confidentiality obligations shall continue to apply after termination of this Agreement.