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. 8.1 This Agreement and the obligations hereunder will commence on the Effective Date and will continue for a period of five (5) years (the “Initial Term”) unless terminated as provided herein, and shall be renewable automatically for two consecutive one year periods (each such one year period a “Renewal Term”), unless User shall provide to TTG written notice of its intention not to renew at least sixty (60) day prior to the conclusion of the Initial Term or the first Renewal Term, as the case may be.
8.2 Either party may terminate this Agreement and the rights granted herein if the other party breaches any of the provisions of this Agreement or the Standard Services or Software do not meet User’s requirements, as a result of market conditions referred to in 2.6 above and (i) fails to remedy such breach within thirty (30) days after receiving written notice thereof, or (ii) provided the breach does not relate to a monetary obligation, fails to (a) commence a good faith action to remedy such breach within thirty (30) days after receiving written notice thereof, and (b) diligently pursue such action to conclusion within sixty (60) days after receiving written notice thereof. Termination of this Agreement does not constitute either parties’ exclusive remedy for breach or non-performance by the other party and each party is entitled to seek all other available remedies, both legal and equitable, including injunctive relief. Notwithstanding the foregoing, a dispute regarding amounts payable by User pursuant to this Agreement shall not constitute a breach hereof so long as User pays TTG all undisputed amounts owed hereunder.
8.3 Should either party (1) admit in writing its inability to pay its debts generally as they become due; (2) make a general assignment for the benefit of creditors; (3) institute proceedings to be adjudicated a voluntary bankrupt; (4) consent to the filing of a petition of bankruptcy against it; (5) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (6) seek reorganization under any bankruptcy act; (7) consent to the filing of a petition seeking such reorganization; or (8) have a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such party’s property or providing for the liquidation of such party’s property or business affairs; then, in any such event, the other party, at it...
Term and Termination. (a) Subject to Section 7(d), Supplier may terminate this Call-Off Agreement, or any part, by notice in writing to Customer if any of the following occur:
(i) Customer’s use of the Platform exceeds or violates the rights conferred by Section 2;
(ii) Customer breaches any material term of this Call-Off Agreement;
(iii) Customer tries to assign, sub-license, or otherwise transfer any of its rights under this Call- Off Agreement; or
(iv) Supplier is otherwise permitted to terminate this Call-Off Agreement.
(b) Prior to terminating this Call-Off Agreement under Section 6(a), Supplier shall provide Customer with written notice of the occurrence of any of the events set out in Section 6(a) giving rise to its right to terminate. Customer shall have 30 days to cure such event to Supplier’s satisfaction acting reasonably, failing which Supplier may terminate this Call-Off Agreement upon written notice to Customer.
(c) Where Customer is in material breach of the provisions of this Call-Off Agreement, the Supplier may elect to suspend the provision of the Services (including access to the Platform) until such time that the material breach has been remedied by Customer, and such period of suspension shall not place the Supplier in breach of its obligations under this Call-Off Agreement for failing to deliver the Services.
(d) Upon the termination of this Call-Off Agreement:
(i) Customer’s and Supplier’s obligations under Section 5, and any accrued payment obligations of Customer, shall survive the termination;
(ii) Customer’s rights under Section 2 shall immediately cease; and
(iii) Termination of this Call-Off Agreement shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall termination relieve Customer from its obligation to pay fees accrued prior to the termination.
(e) Customer will hold the Supplier harmless from, any losses, costs or expenses the Supplier incurs where Customer chooses or is required to terminate, void or end this Call-Off Agreement under the provisions of: (i) the Public Contracts Regulations 2015; (ii) the Public Contracts Regulations 2006; (iii) any UK legislation implementing Directive 2014/24/EU; or (iv) any other relevant or analogous procurement legislation regulating contracting authorities (together the “Procurement Rules”).
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. (a) This Agreement will become effective upon the date first set forth above, will continue in effect throughout the term of the Distribution Agreement, and will terminate automatically upon any termination of the Distribution Agreement; provided, however, that, notwithstanding such termination of the Distribution Agreement, the Adviser will continue to pay to Distributor all fees to which Distributor is entitled pursuant to the Distribution Agreement for services performed through such termination date and any other fees payable upon such termination.
(b) This Agreement will terminate immediately and automatically in the event the Distributor is expelled as a member of the NASD, and the Adviser may terminate this Agreement immediately upon written notice in the event the Distributor's NASD membership is suspended.
(c) In addition, either party may immediately terminate this Agreement if the provision of services having substantially the character, form and scope as those set forth hereunder becomes illegal or contrary to any applicable law, or if the service and payment model remaining substantially as reflected herein creates a substantial risk that such a violation could occur would be incurred.
(d) In addition, either party may immediately terminate this Agreement if it has "Cause" to do so, which, for these purposes is defined as being applicable if (i) the other party materially breaches this Agreement and the breach is not remedied within 30 days after the party wishing to terminate gives the breaching party written notice of the breach; (ii) a final judicial, regulatory or administrative ruling or order is made in which the party to be terminated has been found guilty of criminal or unethical behavior in the conduct of its business; or (iii) the other party makes an assignment for the benefit of its creditors, files a voluntary petition under any bankruptcy or insolvency law, becomes the subject of an involuntary petition under any bankruptcy or insolvency law that is not dismissed within 60 days, or a trustee or receiver is appointed under any bankruptcy or insolvency law for the other party or its property.
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. 8.1 This Agreement shall have a term of twenty years following the Effective Date.
8.2 The University shall have the right to terminate this Agreement when in the sole opinion of the University there appears to be no reasonable prospect or expectation of the successful Protection or Commercialization of the COPYRIGHT MATERIAL. In the event of such termination, the University shall be released from its obligation to pay any further Direct Costs. The University shall advise the Authors of its intention to terminate the Agreement by notice in writing sent to the Authors in accordance with Article 11.
8.3 In the event of termination of this Agreement under Article 8.2 and upon the Authors formally providing notice to the University, in accordance with Article 11, that they wish to independently continue to pursue the Protection and Commercialization of the COPYRIGHT MATERIAL, the Authors and the University agree to thereafter reasonably negotiate a post-termination settlement agreement whereby the University shall reassign any right, title and interest in the COPYRIGHT MATERIAL to the Authors, or such other single third party as may be identified in writing by all of the Authors, subject to the University being entitled to: i) reimbursement of all past Direct Costs and ii) a reasonable future claim of Revenue and/or Equity that may be independently generated by the Authors, such future claim of Revenue and/or Equity to be reasonable and commensurate with WatCo’s level of investment and effort to advance the commercial readiness of the COPYRIGHT MATERIAL prior to termination.
8.4 If a Commercialization agreement for the COPYRIGHT MATERIAL has not been executed within five (5) years of the Effective Date, Authors thereafter shall have the right to terminate this Agreement by providing the University with ninety (90) days written notice in accordance with Article 11. For clarity, the Authors shall not have the right to terminate this Agreement upon WatCo formally executing a Commercialization agreement with a third party within five (5) years of the Effective Date.
8.5 In the event the Authors elect to terminate in accordance with Section 8.4, they are entitled to request the assignment of any SOFTWARE Rights (eg. patents, trademarks, copyright, etc) upon entering into a formal agreement to personally assume any post termination date costs arising related to the Intellectual Property Rights and to reimburse the University its Direct Costs. The Intellectual Proper...