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. This Master Services Agreement shall commence on the Effective Date and shall continue until the expiration of the Subscription Term of all Subscriptions (or until all Services have been provided, if later) unless otherwise terminated as provided in this section 12. Each Subscription purchased under an Order Form shall commence on the Date specified in the Order Form and shall continue for the Initial Subscription Term set out in the Order Form. Thereafter, unless stated otherwise in the applicable Order Form, the Subscription shall automatically renew for successive periods of twelve (12) months (or such other period as specified in the applicable Order Form) (each a “Renewal Term”), unless either Party terminates with not less than three (3) months’ written notice prior to the end of the Initial Subscription Term or relevant Renewal Term or otherwise terminates in accordance with the provisions of this section 12. At the end of the Subscription Term, Client’s access and use of the Services shall automatically terminate. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this Master Services Agreement or an Order Form without liability to the other at any time with immediate effect upon written notice if the other Party:
12.3.1 is in material breach of any of its obligations under the Agreement and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days following notice of the breach; or
12.3.2 files, or has filed against it, a petition of bankruptcy or insolvency, and the petition is not vacated within sixty (60) days being filed; or shall have a receiver or administrative receiver appointed over it or any of its assets; or shall pass a resolution for winding-up or dissolution of the business affairs of an entity; or if the other Party shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. On termination or expiration of this Master Services Agreement or an applicable Order Form for any reason:
12.4.1 Client’s rights of use granted under this Master Services Agreement (or under the applicable Order Form in the case of termination of an individual Order Form only) shall (i) immediately terminate and Client shall immediately cease the use of the Serv...
Term and Termination. 12.1 The Term of this Agreement shall commence on the Effective Date and, unless earlier terminated as set forth in this Agreement, shall terminate six (6) months after the separation process is operating in the amounts set forth in Schedule C (the “Initial Termination Date”) and will be extended automatically for successive one-year periods unless CUSTOMER or Fermic gives three (3) month prior written notice of termination to the other Party.
12.2 If Fermic is unable to manufacture Product at the Facility for any reason, including force majeure, for a period of more than three (3) months, and Fermic has not thereafter resumed manufacture of Product under this Agreement, CUSTOMER may terminate this Agreement, whereupon neither Party shall have any further obligation to the other except payment for amounts due the other as of the date of termination and obligations under those Articles and Sections of the Agreement that specifically survive its termination or expiration.
12.3 Either Party shall have the right (but not the obligation), by giving written notice to the other, to terminate this Agreement upon the happening of any of the following events:
12.3.1 The other Party defaults in the performance or observance of any agreement contained in this Agreement and such default is not cured within 60 days of notice thereof from the non-defaulting Party.
12.3.2 The other Party admits in writing its inability to pay its debts generally as they become due; files or consents to the filing against it of a petition under bankruptcy or any insolvency or similar law; appoints or consents to the appointment of a receiver of itself of all or a substantial part of its property; becomes subject to a court order under which all or a substantial part of its property is under the control and custody of a court; is subject to an involuntary filing against it of a petition under bankruptcy or other insolvency law; or is in a circumstance substantially similar in character to any of the above.
12.4 Notwithstanding anything else herein, the CUSTOMER shall have the right to immediately terminate this Agreement, without incurring any liability to Fermic, if, at CUSTOMER’S sole discretion, the CUSTOMER feels that the health and/or safety of its employees or contractors could be jeopardized in connection with travelling to or visiting the Facility.
12.5 Upon termination of this Agreement for any reason, each Party shall, upon request, promptly return or destroy all Proprietary Infor...
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. 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. 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 June 1, 2003 (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 Z-Tel 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 Z-Tel or Verizon provides notice of termination pursuant to Section 2.2 and on or before the proposed date of termination either Z-Tel 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 Z-Tel and Verizon; or, (b) the date one (1) year after the proposed date of termination.
2.4 If either Z-Tel 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 Z-Tel 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 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. (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...