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. (a) Unless extended or terminated under this Section 3 or pursuant to any other termination provision within this Agreement, this Agreement shall remain in effect until December 31, 2020 (the “Term”).
(b) With respect to Purchase Time Period 2019 and 2020, Buyer may terminate this Agreement without cause by giving prior written notice to Seller in accordance with Appendix 4, provided that Buyer shall pay to Seller the applicable termination for convenience fees set forth in Appendix 4. In such case and upon receipt of the applicable termination for convenience fee, Seller waives all termination claims not specifically reserved in this Agreement. Once Buyer has provided Seller with a termination notice pursuant to this Section 3(b), Seller shall have the right to negotiate and contractually dedicate manufacturing capacity to other customers of Seller for any period on or after the effective termination date of this Agreement provided that Seller’s negotiations or contracts with another customer of Seller do not prevent Seller from complying with its obligations to maintain Seller’s Guaranteed Capacity to Buyer prior to the effective date of termination of this Agreement.
(c) Either party may terminate this Agreement if the other party commits a material breach of this Agreement that remains uncured thirty (30) days after written notice is delivered to such breaching party. In the event Buyer terminates this Agreement due to Seller’s material breach, Buyer may terminate this Agreement, in whole or in part, including any or all POs issued hereunder, without liability consistent with the foregoing and the rights set forth in Section 11 of the ▇▇▇▇▇ Purchase Terms, attached as Appendix 3. Any failure by Seller to deliver Components to the Storage Facility in accordance with the schedule identified at the time a PO is accepted shall not be deemed a material breach of this Agreement until […***…] after such due date. In the event that Buyer provides notice of a material breach to Seller for late delivery of components, Seller will deliver to Buyer a written plan for the remediation of the material breach, for late delivery (“Late Delivery Remediation Plan”) which will include a date by which Seller plans to fully remediate such material breach (the “Late Delivery Remediation Target Date’’). In the case of a failure by Seller to deliver Components to the Storage Facility in accordance with the schedule identified at the time a PO is accepted that continues for at ...
Term and Termination. 3.1 Subject to Clause 2.1, this Agreement commences when it has been signed and dated by both Parties, and shall continue until it is validly terminated in accordance with this Clause 3.
3.2 Either Party (in this Clause 3, the “Non-Defaulting Party”) may, without prejudice to any of its other rights arising hereunder, terminate this Agreement by notice with immediate effect to the other Party (the “Defaulting Party”) if:
(A) the Defaulting Party commits a material breach of any of the terms or conditions hereof (including, for the avoidance of doubt, any failure by XYZ to pay the amount of an invoice in full to Thames in accordance with Clause 11.7 or any failure by XYZ to provide connections data in accordance with Clause 11.14) and, if such breach is capable of remedy, it continues 30 days after notice in writing, specifying the breach and requiring the same to be remedied, has been given by the Non-Defaulting Party;
(B) The Defaulting Party relies on the existence of a Force Majeure Event to excuse performance under this Agreement for more than 60 days;
(C) The Defaulting Party ceases to be a sewerage undertaker appointed under the Act for any reason;
(D) XYZ ceases to be ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ for the Site.
(E) an order is made or a resolution is passed for the winding-up of the Defaulting Party except in the case of a voluntary winding-up for the purposes of a scheme of reconstruction or amalgamation;
(F) an administration order is made in respect of the Defaulting Party or a petition for such an order is presented, or the Defaulting Party otherwise “enters administration” (as that phrase is defined in paragraph 1 of Schedule B1 of the Insolvency Act 1986);
(G) a receiver (which expression shall include an administrative receiver) is appointed in respect of the Defaulting Party or all or any of its assets;
(H) the Defaulting Party is unable to pay its debts within the meaning of Section 123 of the Insolvency ▇▇▇ ▇▇▇▇;
(I) any voluntary arrangement is proposed under Section 1 of the Insolvency ▇▇▇ ▇▇▇▇ in respect of the Defaulting Party; or
(J) anything analogous to any of the events described in sub-Clauses 3.2(D) to (H) occurs in any jurisdiction.
3.3 The Parties may terminate this Agreement by mutual consent.
3.4 Except where expressly stated to the contrary, the rights and obligations of the Parties under this Agreement shall cease immediately upon its termination. However, termination shall not affect any rights, obligations or remedies which have accrued...
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. 7.1. Subject to the termination rights set out below, the initial term of this Agreement shall begin on the Effective Date and, subject to any termination rights, shall extend until the expiry of three (3) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B ("Initial Term"). Thereafter, this Agreement shall automatically renew for subsequent one (1) year terms (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew no less than sixty (60) days prior to the end of the Initial Term or any subsequent Renewal Term. The Initial Term and any subsequent Renewal Terms shall be referred to as the “Term”.
7.2. Either Party may terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date.
7.3. Either Party ("non-defaulting party") may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other Party ("defaulting party"):
7.3.1. if the defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days of a written notice from the non-defaulting party specifying the breach and requiring it to be remedied;
7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world.
7.4. The obligations of the Partie...
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. 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...
Term and Termination. This Agreement shall be effective upon your acceptance of this Agreement, as provided above, and shall continue until you or we terminate this Agreement as permitted herein. If you subscribe to a plan with a minimum term commitment (a "Term Plan"), you agree to maintain your Service or Bundled Service for the duration of that Term Plan, including any renewal Terms, if applicable. Your Term Plan begins on the later of: (a) the date you change your existing Service plan to a Term Plan; or (b) the date provisioning of your Service is complete ("Service Ready Date"), which will be the due date established by Verizon (after the Equipment has been delivered) if you are self-installing the Service; for Bundled Services, your Term Plan begins once all Bundled Services have been provisioned. You will begin receiving any Term Plan or other discount associated with a Bundled Service plan once all Bundled Services have been provisioned. Depending on the plan selected, your Term Plan will either expire at the end of the initial minimum term commitment period or will automatically renew for the same number of months as the initial minimum term commitment period (a "renewal Term"). If a Term Plan expires, your Service will continue and automatically convert to month-to-month rates that may be higher than Term rates. If you subscribe to a Term Plan with automatic renewals, your Term Plan will renew after each initial and renewal Term at then-current Term rates unless you or we cancel the renewal by contacting the other within the 30 day period before or the 60 day period after the renewal date. When you select a Term Plan, the monthly rates, minimum term periods, renewal terms, early termination fee and other terms of that plan will also apply and become part of this Agreement. In the event you change Service or Bundled Service plans, your monthly rate and term commitment may change (depending on the plan you select); otherwise, the terms of this Agreement will remain in effect unless otherwise provided. We reserve the right to terminate the Service (or any part thereof) in the event we cease to offer the Service generally or to your location. If we cease offering the Service (or any part thereof), we will give you at least thirty (30) days advance notice.