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. The term of this Agreement shall commence as of the Effective Date and shall stay in effect until the last to expire issued Valid Claim covering Licensed Products included in the Patent Rights, unless otherwise terminated earlier as provided below in this Article 4 (collectively, the “Term”).
a. If LIMR believes in good faith that NewLink has materially breached its obligations under Section 10(a), then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce NewLink’s exclusive License to a nonexclusive license or revoke the License in its entirety (by terminating the Agreement), provided that prior to taking this action:
(1) LIMR shall provide NewLink written notice of the perceived breach, describing in detail the basis for LEVIR’s belief that such perceived breach has occurred, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure; and
(2) NewLink shal+l have ninety (90) days to establish that it has met or will, within such ninety (90) day period, meet the applicable obligations; if the parties are still in dispute as to whether NewLink has met such obligations or cured such breach within ninety (90) days after receipt of notice from LIMR, the dispute will be submitted to binding arbitration in accordance with Section 26(b) of this Agreement, and if such arbitration determines that NewLink materially breached its obligations under Section 10(a) and did not cure such breach, then LIMR shall have the option to terminate this Agreement or to convert the License granted to NewLink in Section 2(a) to a non-exclusive license, in each case, upon prior written notice to NewLink.
b. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if:
(1) NewLink ceases to function as a going concern;
(2) a bankruptcy petition or action is filed or taken by or against NewLink under any United States bankruptcy law;
(3) a receiver, assignee or other liquidating officer is appointed with control for all or substantially all of the assets of NewLink; or
(4) NewLink makes an assignment for the benefit of creditors of all or substantially all its assets; provided, that, in the case of subclauses (b)(2), (3) or (4) above, such aforementioned circumstance is not remedied, dismissed or stayed within sixty (60) days of LIMR’s notice of its intent to terminate this Agreement; Notwithstanding anything in Sections 4(a) or (b) or 26 to the contrar...
Term and Termination. 10.1 This Agreement shall take effect as of the date first written above and, unless earlier terminated as provided in Section 10.2 below, shall remain in effect for the initial Beta Test Period of three (3) years after March 1, 2001. Thereafter, this Agreement shall be automatically renewed for up to two additional periods of one (1) year each, unless either party shall have given notice to the other of its intention not to renew not later than the date ninety (90) days prior to the beginning of any renewal term of this Agreement.
10.2 This Agreement may be terminated in accordance with the following provisions:
(a) Either party may terminate this Agreement by giving notice in writing to the other party in the event the other party is in breach of this Agreement and shall have failed to cure such breach within thirty (30) days of receipt of written notice thereof from the first party.
(b) Either party hereto may terminate this Agreement at any time by giving notice in writing to the other party, which notice shall be effective upon dispatch, should the other party file a petition of any type as to its bankruptcy, be declared bankrupt, become insolvent, make an assignment for the benefit of creditors, go into liquidation or receivership, or otherwise lose legal control of its business, or should the other party or a substantial part of its business come under the control of a third party.
(c) CRAY may terminate this Agreement upon sixty (60) days notice if ▇▇. ▇▇▇▇▇▇▇▇ terminates his relationship with BioNumerik.
10.3 Upon the termination of this Agreement, the parties shall have the following rights and obligations:
(a) The licenses granted to BioNumerik in this Agreement shall terminate immediately, and BioNumerik shall make the Products available to CRAY for deinstallation and return and shall assist CRAY with such deinstallation to the extent reasonably necessary.
(b) Each party shall promptly return to the other all copies then in its possession of Confidential Information provided by the other party.
(c) The provisions of Sections 4, 7, 8, 9 and 11 of this Agreement shall survive.
Term and Termination. This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party shall have failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Intermediary Manager or the Adviser. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration or termination of this Agreement, (a) the Company shall pay to the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3, offset by any losses suffered by the Company or any officer or director of the Company arising from the Intermediary Manager’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Inter...
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 May 22, 2018 (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 Emergency 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 Emergency or Verizon provides notice of termination pursuant to Section 2.2 and on or before the proposed date of termination either Emergency 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 Emergency and Verizon; or, (b) the date one (1) year after the proposed date of termination.
2.4 If Emergency 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 Emergency nor Verizon has requested negotiation of a new interconnection agreement (or, in accordance with Subsection 2.3(b), if no new agreement is reached by the date one (1) year after the proposed date of termination), then (a) this Agreement will terminate at 11:59 PM Eastern Time on the proposed date of termination (or in the case of termination in accordance with Subsection 2.3(b), at 11:59 PM Eastern Time on the date one (1) year after 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 Statement of Generally Available Terms (SGAT).
Term and Termination. 16.1 This agreement shall, unless otherwise terminated as provided in this clause 16, commence on the date stated on the Order Form and shall continue for the initial term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
(a) either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this agreement.
16.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so;
(c) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to the other party being deemed bankrupt or insolvent;
(d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or
(f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
16.3 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate;
(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
(c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which ...
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. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms.
9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party.
9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or
b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services
9.5 Termination of any Order shall have no effect on any other Order under this Agreement.
9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue...
Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term equal to:
(a) on a jurisdiction-by-jurisdiction basis, the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or
(b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction.
10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failure.
10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)).
10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES.
10.5 The parties may terminate this Agreement at any time by mutual, written agreement.
10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreem...