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.
POPULAR SAMPLE Copied 2,227 times
Term and Termination. The term of this Agreement shall commence on the Effective Date and continue until all subscriptions to Subscribed Products ordered pursuant to Appendix 1 have ended or have been terminated (the “Term”). At the close of such Term, this Agreement will automatically renew for successive one-year terms, subject to appropriate adjustments to the fee section, unless either party gives notice to the other by the first day of August prior to the end of the then current term that it does not intend to renew. If either party believes that the other party has materially breached any of its obligations, representations or warranties under this Agreement, it will notify the breaching party in writing. The breaching party will have thirty (30) days from receipt of such notice to cure the alleged breach and notify the other party of its cure in writing. If the alleged breach is not cured within the thirty-day period, the non-breaching party may, in its sole discretion, terminate this Agreement immediately upon written notice to the other party. The requirement of such notice and cure period shall not apply to a breach of Section 5 (failure to pay the subscription fee) or if ASME believes, in its sole good-faith judgment, that Subscriber has breached any terms of Sections 2-3 (license terms and restrictions), in which case ASME reserves the right to immediately and without notice suspend access to and use of the Subscribed Products, or any portions thereof. Except as provided otherwise in this Agreement, no change, amendment or modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by both Parties. If at any time in the future, ASME decides to modify the terms on which it will offer access to the Subscribed Products, it will provide Subscriber with sixty (60) days’ written notice. Subscriber may at any time during that sixty (60) day period provide its written consent such amended terms to ASME via fax to ▇▇▇-▇▇▇-▇▇▇▇ or email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇. If Subscriber fails to provide consent within the sixty (60) day period, access to the Subscribed Products shall be discontinued. Upon such discontinuation or termination by Subscriber pursuant to this Section 11(c), ASME will refund a pro-rated portion of Subscriber’s subscription fees paid for the applicable subscription year. Notwithstanding the foregoing, in ASME’s sole discretion and without prior notice or liability, ASME may discontinue, modify or alte...
Term and Termination. 13.1 This Agreement shall become effective on the date of signature of the last party to sign and shall continue to be effective for a period of seven (7) years, unless extended upon mutual agreement or earlier terminated as provided elsewhere in this Agreement.
13.2 If either party shall at any time commit any breach of any covenant, warranty, or agreement herein contained, and shall fail to remedy any such breach within sixty (60) days after written notice thereof by the other party, such other party may, at its option and in addition to any other remedies that it may be entitled to, terminate this Agreement by notice in writing to such effect.
13.3 In the event that either party hereto shall be dissolved, liquidated, declared bankrupt or become insolvent or has commenced proceedings relating to bankruptcy or creditor composition, either voluntarily or otherwise, or because of adverse change in its structure or its financial situation shall become unable to continue fully or effectively perform its obligations hereunder, the other party shall have the right to terminate forthwith this Agreement by giving a written notice stating the cause of such termination.
13.4 If any Administrative Authority or Court having jurisdiction over either of the parties hereto shall enjoin performance of this Agreement and declare it unlawful, then this Agreement shall be terminated forthwith by right and without formalities. If one or several clauses of the present Agreement shall be declared unlawful, the parties hereto agree to meet without delay to review the consequences of such validity on the performance of this Agreement.
13.5 In case of termination of this Agreement, all confidential information or other confidential materials received by either party from the other party under this Agreement shall be returned to the other party within sixty (60) days following the termination date.
13.6 Termination of this Agreement shall not relieve or discharge either party from the liability for the payment of any sums then due or the failure to perform any obligations to have been performed under the provisions of this Agreement.
13.7 VISTEON can terminate this Agreement by notice in writing without any subsequent obligations or warranties, in the event that the PRODUCTS are not in accordance with any of VISTEON 's or an OEM CUSTOMER's requirements. In that case VISTEON will lose the benefit of this Agreement and will commit itself to stop the exploitation of the PATENTS in so...
Term and Termination. 4.01 This Agreement will be for a term of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments.
4.02 This Agreement may be terminated as follows:
a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year;
b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing;
c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing;
d. By both parties on any date mutually agreed to in writing; or
e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP.
4.03 HEBP shall have the right to terminate this Agreement:
a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or
b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or
c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Plan.
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. 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. (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 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...
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...