Term and Termination Sample Clauses
The 'Term and Termination' clause defines the duration of the agreement and the conditions under which it may be ended by either party. It typically specifies the start and end dates of the contract, outlines procedures for renewal, and details the circumstances—such as breach, insolvency, or mutual agreement—that allow for early termination. This clause ensures both parties understand how long their obligations last and provides a clear process for ending the relationship if necessary, thereby reducing uncertainty and managing risk.
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Term and Termination. 7.1 This Agreement shall commence on the Effective Date and continue in effect unless terminated by either Party on the provision of not less than thirty (30) calendar days’ written notice to the other unless any other part of this clause 7 applies:
7.1.1 In the event that the Secretary of State determines that the Database should cease to operate he will do so on notice and the Database will cease to operate in its entirety from the date given in the notice
7.1.2 In the event that the You have applied to terminate this Agreement under this clause 7.1 Your Data will be placed in the accessible archive and marked as “archived” to put Data Accessors on notice that it may not remain accurate.
7.2 If We reasonably suspect that Collected Data not owned by You, is being used by You in breach of this Agreement, We may elect to terminate this Agreement forthwith on notice in writing. In such case Your Data will be placed in the accessible archive and marked as “archived” to put Data Accessors on notice that it may not remain accurate.
7.3 If You reasonably suspect that Your Data is being used in breach of this Agreement, You may elect to terminate this Agreement forthwith on notice in writing. In such circumstances You may apply to NICE to delete Your Data immediately from the Database.
7.4 If We make changes to this Agreement, or to any element of the Database in accordance with Clauses 2.6 or 19 and You do not find such changes acceptable, then You may terminate this Agreement on giving notice in writing, effective from the date of expiry set by You in the notice. In such case Your Data will be placed in the accessible archive from that date and marked as “archived” to put Data Accessors on notice that it may not remain accurate.
7.5 If either Party breaches this Agreement in any material respect, and either fails to remedy the same on being given ten (10) working days’ written notice of the breach and requiring it to be remedied, or such breach is incapable of remedy, then the other Party may terminate this Agreement forthwith on notice in writing to the other. In such case Your Data will be placed in the accessible archive and marked as “archived” to put Data Accessors on notice that it may not remain accurate.
7.6 If We reasonably suspect that the Database has not been used by You, for a period of twelve (12) months, We may ask the ABPI to contact You to discuss Your ongoing requirements in respect of the Database and Collected Data and thereafter. In such ca...
Term and Termination. 9.1 This Agreement shall become effective on the date of its signature by both Parties.
9.2 The terms and conditions of this Agreement shall continue to be applicable to all forthcoming sale-purchase agreements between Supplier and Client until:
(a) termination of this Agreement pursuant to this Section 9; or
(b) discharge of this Agreement by mutual consent of both the Parties; or
(c) replacement of this Agreement by a new frame agreement which is executed between Supplier and Client with reference to the same subject.
9.3 As used in this Agreement, an Event of Default means when a Party is in serious breach of any material obligations provided for by this Agreement. Should either Party cause an Event of Default, then the non-defaulting Party may give written notice to the defaulting Party which notice shall specify the Event of Default. After receipt of such notice, the defaulting Party shall have a period of 15 (fifteen) days to remedy the Event of Default. In the lack of such timely remedy, then this Agreement shall be deemed automatically terminated, without prejudice to any other rights or remedies to the non-defaulting Party available at law or in equity.
9.4 Any of the following will constitute an act of default hereunder, giving either Party the title to immediately terminate this Agreement:
(a) Failure to remit payment when due;
(b) the other Party makes any voluntary arrangement with its creditors or becomes subject to any bankruptcy procedure, goes into liquidation or ceases to carry on its business (except in the case of amalgamation or other reorganisation within the company group); or
(c) in the event of Force Majeure as provided for in Clause 12.4.
9.5 It is agreed that in case of early termination of this Agreement for any reason, Supplier will be entitled to: - finalise all the running productions, - invoice for the finished Products in stock and/or already delivered; and - recover all the incurred cost for purchasing raw materials and/or Packaging Components by the time of termination.
9.6 Any waiver by either Party of a breach of any provision of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision.
9.7 The rights to terminate this Agreement given by this clause shall not prejudice any other right or remedy of either Party, available at law or in equity, in respect of the breach concerned (if any) or any other breach.
Term and Termination a. The Initial Term of this Agreement shall commence on January 1st, 2011 and it shall continue in effect for a period of One (1) year. Thereafter, the Agreement shall be renewed upon the mutual agreement of Executive and Company.
b. This Agreement and Executive's employment may be terminated by Company at its discretion at any time after the Initial Term, provided that in such case, Executive shall be paid Seventy-five percent (75%) of Executive's then applicable base salary. In the event of such a discretionary termination, Executive shall not be entitled to receive any incentive salary payment or any other compensation then in effect, prorated or otherwise.
c. This Agreement may be terminated by Executive at Executive's discretion by providing at least thirty (30) days prior written notice to Company. In the event of termination by Executive pursuant to this subsection, Company may immediately relieve Executive of all duties and immediately terminate this Agreement, provided that Company shall pay Executive at the then applicable base salary rate to the termination date included in Executive's original termination notice.
d. In the event that Executive is in breach of any material obligation owed Company in this Agreement, habitually neglects the duties to be performed under this Agreement, engages in any conduct which is dishonest, damages the reputation or standing of the Company, or is convicted of any criminal act, then Company may terminate this Agreement upon five (5) days notice to Executive. In event of termination of the agreement pursuant to this subsection, Executive shall be paid only at the then applicable base salary rate up to and including the date of termination. Executive shall not be paid any incentive salary payments or other compensation, prorated or otherwise.
e. In the event Company is acquired, or is the non-surviving party in a merger, or sells all or substantially any of its assets, this Agreement shall not be terminated and Company agrees to ensure that the transferee or surviving company is bound by the provisions of this Agreement.
Term and Termination. (a) This Agreement shall terminate upon the first to occur of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator of the Issuer, Masterworks Cayman and of the Artwork, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties.
(b) In addition to the termination provisions as set forth in Section 7(a), the Issuer may terminate this Agreement at any time upon any of the following:
(i) the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct;
(ii) the conviction of the Administrator of a felony;
(iii) a material breach by the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof);
(iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or
(v) the bankruptcy or insolvency of the Administrator.
(c) The Parties shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.
Term and Termination. 2.1 This Agreement shall be effective as of the Effective Date and, unless cancelled or terminated earlier in accordance with the terms hereof, shall continue in effect until Calendar Date Two Years After Effective Date (the “Initial Term”). Thereafter, this Agreement shall continue in force and effect unless and until cancelled or terminated as provided in this Agreement.
2.2 Either Reconex or Verizon may terminate this Agreement effective upon the expiration of the Initial Term or effective upon any date after expiration of the Initial Term by providing written notice of termination at least ninety (90) days in advance of the date of termination.
2.3 If either Reconex or Verizon provides notice of termination pursuant to Section 2.2 and on or before the proposed date of termination either Reconex or Verizon has requested negotiation of a new interconnection agreement, unless this Agreement is cancelled or terminated earlier in accordance with the terms hereof (including, but not limited to, pursuant to Section 12), this Agreement shall remain in effect until the earlier of: (a) the effective date of a new interconnection agreement between Reconex and Verizon; or, (b) the date one (1) year after the proposed date of termination.
2.4 If either Reconex or Verizon provides notice of termination pursuant to Section 2.2 and by 11:59 PM Eastern Time on the proposed date of termination neither Reconex nor Verizon has requested negotiation of a new interconnection agreement, (a) this Agreement will terminate at 11:59 PM Eastern Time on the proposed date of termination, and (b) the Services being provided under this Agreement at the time of termination will be terminated, except to the extent that the Purchasing Party has requested that such Services continue to be provided pursuant to an applicable Tariff or SGAT.
Term and Termination. (a) This Master Agreement shall commence on the Effective Date and shall have an initial term of three (3) years (the “Initial Term”), unless earlier terminated as provided herein. The Initial Term will be automatically renewed for additional one (1) year terms (“Subsequent Term(s)”). The Initial Term and any Subsequent Terms shall be referred to collectively as the “Term”.
(b) After the Initial Term, VERADERMICS may terminate this Master Agreement for any reason upon [***] prior written notice to THERAPEUTICS.
(c) Either Party may terminate any Work Order and this Master Agreement as it applies to such Work Order, upon written notice to the other Party, if the other Party materially breaches such Work Order and this Master Agreement as it applies to such Work Order. Both Parties agree to allow the breaching Party a reasonable time, but not more than [***], to use reasonable efforts to correct such a breach (other than a breach of payment obligations, as to which this sentence and the next sentence do not apply) and provide reasonably satisfactory evidence of corrective actions in a timely manner. Failure to cure such a breach within such [***] period shall entitle the nonbreaching Party to terminate the applicable Work Order and this Master Agreement as it applies to such Work Order, immediately by written notice to the breaching Party. In case of any breach in a payment obligation under a Work Order, the non-breaching Party shall be entitled to terminate that Work Order and this Master Agreement as it applies to such Work Order, effective upon the expiration of [***] days after notice of such breach from the non-breaching Party to the breaching Party, if the breaching Party fails to cure the breach of such payment obligation within such [***] day period.
(d) VERADERMICS may terminate any Work Order for any reason upon [***] prior written notice to THERAPEUTICS, subject to Section 3(h) and subject to the provisions of Section 3 and subsections 3.a and 3.b of the Collaboration Agreement of substantially even date herewith between the Parties.
(e) If either Party believes termination of any Work Order is necessary to protect the safety or welfare of the Study subjects, then such Party shall have the right to terminate the applicable Work Order upon written notice to the other Party; provided, however, that after receipt of such notice of termination, the Parties shall commence any wind-down activities for any on-going Study for which the Parties have any re...
Term and Termination. The term of this Agreement shall be for five (5) years (the “Initial Term”) and, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written notice to the other Party to terminate this Agreement if:
(i) the other Party fails to pay an amount to the other when due hereunder and such breach is not cured within thirty (30) days after written notice of such breach is given to it by the other Party;
(ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days);
(iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or
(iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms:
a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same;
b) Licensee shall refrain from further use of such Confidential Information; and
c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwise.
Term and Termination. (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.
(b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party.
(c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously...
Term and Termination. 10.1. This Agreement shall continue in full force and effect for a period of ninety- nine (99) years from the Effective Date, unless terminated earlier under the provisions of this Agreement.
10.2. Either Party may terminate this Agreement and the rights hereby conferred upon Franchisee at any time effective with thirty (30) days of written notice to the other Party if any of the following events occurs:
10.2.1. material breach by the other Party of one or more of its obligations arising from this Agreement, which breach is not remediable;
10.2.2. a breach by the other Party of one or more of its obligations arising from this Agreement, which breach can be remedied. In this event, the non-defaulting Party shall send a notice to the defaulting Party, specifying the breach and demanding that it be remedied within four (4) weeks of the date of such notice or, if applicable, within any timeframe as defined in this Agreement. In the event that the defaulting Party is still in breach on the date of expiry of such notice (regardless of whether the breach has once been remedied during the notice period), the non-defaulting Party may terminate this Agreement with a written notice that takes immediate effect; and/or
10.2.3. insolvency of the other Party, commencement of liquidation of the other Party’s business, filing of a petition for bankruptcy, corporate reorganisation or similar proceedings by or against the other Party, appointment of any receiver, trustee, custodian or the like for the other Party or its business, or an assignment by the other Party for the benefit of creditors.
10.3. In the event that all Locations on the Territory cease to operate under the Poshtel PopUp Concept®, Poshtel shall have right to terminate this agreement with immediate effect.
10.4. All the rights and obligations arising from this Agreement shall forthwith cease and terminate upon the expiration or termination of this Agreement except the rights and obligations which will survive by nature and any rights and obligations of either Party having become due or accrued hereunder prior to the date of such expiry or termination, unless otherwise expressly stipulated in this Agreement.
10.5. Upon the expiry or termination of this Agreement, for any reason, Franchisee shall:
10.5.1. immediately pay to Poshtel the full amount of any monies due to Poshtel under this Agreement;
10.5.2. immediately cease to represent Poshtel and/or the Poshtel PopUp® Concept and shall not thereafter act in a...
Term and Termination. The term of this Agreement is five (5) years after the effective date ending on March 31, 2016 (the “Expiration Date”), unless earlier terminated by Employer in Employer's sole discretion. The term of this Agreement may be terminated “at will” by Employer at any time and for any reason or for no reason. In the event Employee shall be terminated by Employer without “Cause” (as defined below) Employer shall provide Employee with the compensation required by clauses (a) and (b) of Paragraph 2 of this Agreement as of the termination date for an eighteen (18) month period (the “Severance Period”) following the date of such termination plus all accrued but unpaid salary and vacation time to the date of termination, with the salary portion of all such compensation payable at regular payroll intervals (less deductions required by law), provided, however, that the Severance Period shall not be extended beyond the Expiration Date. IT IS EXPRESSLY UNDERSTOOD AND AGREED that Employee need not mitigate damages during the Severance Period, but also that payment during the Severance period is expressly conditioned on a) Employee signing a release of all claims subject to the provisions of this Agreement, and b) Employee not competing with Company in children’s entertainment during the Severance Period, or soliciting, directly or indirectly, any Company employees to work elsewhere, or disparaging Company during the Severance Period, and if Employee does so, any and all obligation by Company to make Severance payments shall cease and become void. Further, upon termination of Employee without cause, any portion of the Option not yet vested shall immediately be vested. Further, any bonus which would have been earned on the date of termination or within ninety (90) days after termination (earned for the purpose of this paragraph is either the end of the calendar year or payable date, whichever provides Employee with greater benefit) would be deemed earned and payable upon the same payment schedule as provided in paragraph 2(b). Upon termination of Employee's employment with Employer for Cause, Employer shall be under no further obligation to Employee for salary or other compensation except to pay all accrued but unpaid salary and accrued vacation time to the date of termination thereof and to continue Employee’s benefits under paragraph 2 for a period of thirty (30) days. For purposes of this Agreement, “Cause” shall mean (i) conviction of a felony, or a misdemeanor where imp...