Term and Termination. 11.1 This Agreement shall commence on the Effective Date and shall continue in effect for the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term. 11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated. 11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written notice. 11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility. 11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.
Appears in 4 contracts
Sources: Colocation Mining Services Agreement (GRIID Infrastructure Inc.), Colocation Mining Services Agreement (GRIID Infrastructure Inc.), Colocation Mining Services Agreement (Cleanspark, Inc.)
Term and Termination. 11.1 This Agreement shall commence on a. Either BNY Mellon or You may terminate these Terms and Conditions and the Effective Date and shall continue in effect for the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least Electronic Access upon thirty (30) days prior days’ written notice to the end other party.
b. In the event of any breach of the thenprovisions of these Terms and Conditions or a breach by any Authorized User of the Terms of Use or the restrictions and requirements concerning the use of Information Providers’ proprietary data that are posted on the Data Terms Web Site, the non-current Term.
11.2 Customer breaching party may terminate this Agreement these Terms and Conditions and the Electronic Access immediately upon written notice to Service Provider the breaching party if any breach remains uncured after ten (10) days’ written notice of the breach is sent to the breaching party.
c. BNY Mellon may immediately terminate access through an Authorized User’s user-id and password and may, at its discretion, also terminate access by an Authorized User, without right of cure, in the event Service Provider (a) files of an unauthorized use of an Authorized User’s user-id or password, or where BNY Mellon believes there is a security risk created by such access.
d. BNY Mellon may terminate, without advance notice, Your access or the access of Users to any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for portion or component of Electronic Access or the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business Sites in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party service provider, Content Provider or Information Provider prohibits BNY Mellon from permitting You or Users to have access to their information or services.
e. Promptly upon receiving or giving notice of any such lientermination, You will notify all Users of the effective date of the termination.
f. Upon termination of Your access to Electronic Access, You shall return all manuals, documentation, workflow descriptions and the like that are in Your possession or under Your control, and all security interestidentification devices.
g. The Reliance, or encumbrance. Service Provider shall take all necessary action to effectuate the Disclaimers, Limitation of Liability Indemnification and confidentiality provisions of this Sectionthe Terms and Conditions (and other provision of these Terms and Conditions containing disclaimers, including limitation of liability and indemnification) shall survive the grant termination of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providerthese Terms and Conditions.
Appears in 4 contracts
Sources: Sub Administration and Accounting Agreement (KKR Enhanced US Direct Lending Fund-L), Sub Administration and Accounting Agreement (KKR US Direct Lending Fund-U), Administrative Services Agreement (KKR Private Equity Conglomerate LLC)
Term and Termination. 11.1 14.1 This Agreement shall agreement shall, unless otherwise terminated as provided in this Clause 14, commence on the Effective Date and shall continue in effect for the Term (as defined period set out in the Cover Page) Order Confirmation unless otherwise terminated earlier in accordance with the terms provisions of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Pageterms;
14.2 Without affecting any other right or remedy available to it, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.
11.2 Customer Silobreaker may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon these terms with immediate effect by giving written notice to the other Party if Customer if:
14.2.1 Customer fails to pay any amount due under these terms on the due date for payment and remains in default not less than 30 days after being notified in writing to make such other Party payment;
14.2.2 Customer commits a material breach of this Agreement; provided, any other term of these terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
14.2.3 Customer repeatedly breaches any of the non-breaching Party shall deliver terms of these terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the breaching Party written terms of these terms;
14.2.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of such material breach and Customer;
14.2.5 any event occurs, or proceeding is taken, with respect to Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt events mentioned in this clause;
14.2.6 there is a change of such written noticecontrol of Customer.
11.4 Except as provided in Section 16.13, following the expiration or 14.3 On termination of this Agreement, these terms for any reason:
14.3.1 all Customer’s rights licences granted under this Agreement these terms shall immediately terminate and Customer shall be entitled immediately cease all use of the Subscription Service;
14.3.2 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 immediate other party;
14.3.3 Silobreaker may destroy or otherwise dispose of any of the User Content in its possession unless Silobreaker receives, no later than ten days after the effective date of the termination of these terms, a written request for the delivery to Customer of the User Content provided that Customer has, at that time, paid all Mining Equipmentfees and charges outstanding at and resulting from termination (whether or not due at the date of termination). If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for pay all reasonable expenses incurred by Silobreaker in returning or disposing of the cost User Content; and
14.3.4 any rights, remedies, obligations or liabilities of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for the parties that have accrued up to the date of termination, including the right to claim damages in respect of any reason, upon expiration breach of this Agreement, the agreement which existed at or at Customer’s option upon cessation before the date of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and termination shall not be deemed to become a fixture of the hosting site(s) affected or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providerprejudiced.
Appears in 4 contracts
Sources: Terms of Use, Terms of Use, Terms of Use
Term and Termination. 11.1 9.1 This Agreement shall commence become effective on the Effective Date date of its signature by both Parties.
9.2 The terms and conditions of this Agreement shall continue in effect for the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of nonto be applicable to all forthcoming sale-renewal at least thirty (30) days prior to the end of the then-current Term.purchase agreements between Supplier and Client until:
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcytermination of this Agreement pursuant to this Section 9; or
(b) has an involuntary petition in bankruptcy filed against itdischarge of this Agreement by mutual consent of both the Parties; or
(c) becomes insolvent; (d) makes replacement of this Agreement by a general assignment for new frame agreement which is executed between Supplier and Client with reference to the benefit of creditors; (e) admits same subject.
9.3 As used in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences , an event analogous to Event of Default means when a Party is in serious breach of any material obligations provided for by this Agreement. Should either Party cause an Event of Default, then the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either non-defaulting Party may terminate this Agreement upon give written notice to the defaulting Party which notice shall specify the Event of Default. After receipt of such notice, the defaulting Party shall have a period of 15 (fifteen) days to remedy the Event of Default. In the lack of such timely remedy, then this Agreement shall be deemed automatically terminated, without prejudice to any other Party if such other Party commits a material breach of this Agreement; provided, that rights or remedies to the non-breaching defaulting Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written noticeavailable at law or in equity.
11.4 Except 9.4 Any of the following will constitute an act of default hereunder, giving either Party the title to immediately terminate this Agreement:
(a) Failure to remit payment when due;
(b) the other Party makes any voluntary arrangement with its creditors or becomes subject to any bankruptcy procedure, goes into liquidation or ceases to carry on its business (except in the case of amalgamation or other reorganisation within the company group); or
(c) in the event of Force Majeure as provided for in Section 16.13, following the expiration or Clause 12.4.
9.5 It is agreed that in case of early termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration Supplier will be entitled to: - finalise all the running productions, - invoice for the finished Products in stock and/or already delivered; and - recover all the incurred cost for purchasing raw materials and/or Packaging Components by the time of termination.
9.6 Any waiver by either Party of a breach of any provision of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become considered as a fixture waiver of any subsequent breach of the hosting site(ssame or any other provision.
9.7 The rights to terminate this Agreement given by this clause shall not prejudice any other right or remedy of either Party, available at law or in equity, in respect of the breach concerned (if any) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providerbreach.
Appears in 4 contracts
Sources: Full Service Supply Agreement (DSwiss Inc), Full Service Supply Agreement (DSwiss Inc), Full Service Supply Agreement (DSwiss Inc)
Term and Termination. 11.1 A. This Agreement shall commence on be effective as of the Effective Date and shall continue in effect for a term of one (1) year. This Agreement will renew automatically at the Term end of the initial term for successive one (as defined in the Cover Page1) year renewal terms unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal is delivered to the other Party at least thirty sixty (3060) days prior to the end of the then-current Terminitial term or the applicable renewal term.
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 B. Either Party may terminate this Agreement upon with or without cause on thirty (30) days’ written notice to the other Party Party.
C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if such other Party commits a there shall be no uncured material breach of this Agreement; providedAgreement on the part of CLOCKSS, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party CLOCKSS shall have the right to cure continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days after receipt following issuance of such written notice.notice to the breaching party under Section 14.F.
11.4 Except as provided in Section 16.13D. Sections 3-6, following the expiration or termination 8, 9 and 10-14 of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 survive termination or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement. However, or at Customer’s option upon cessation of services under this Agreement termination by Publisher due to a Force Majeure Eventthe uncured material breach of CLOCKSS, Service Provider all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property Publisher proof of Customer and shall not be deemed to become a fixture destruction of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service ProviderArchived Content.
Appears in 4 contracts
Sources: Participating Publisher Agreement, Participating Publisher Agreement, Participating Publisher Agreement
Term and Termination. 11.1 This Agreement shall commence on the Effective Date and shall continue in effect for the Term (as defined in the Cover Page) unless a. Unless sooner terminated earlier in accordance with the terms provisions of these Standard Termsthis Agreement, this Agreement shall remain in effect for one (1) year after the Effective Date (the “Initial Term”), and shall be automatically renewed for successive one (1) year periods (“Renewal Term(s)”).
b. This Agreement may be terminated by any of following
(1) In the event of a material breach of this Agreement by either party, including the institution of any bankruptcy, insolvency or receivership proceedings by or against either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the “'Default Notice”). The Term In the event such breach is not cured within ten (10) days after service of the Default Notice, this Agreement shall automatically renew for terminate at the Renewal Terms set forth in election of the Cover Page, unless Customer gives Service Provider nondefaulting party upon the giving of a written notice of non-renewal at least termination to the breaching party unless prior to that time the breaching party gives timely notice to the other party of its efforts to cure, advises that such cure will take longer than ten (10) days, and continues to undertakes appropriate steps to effect such cure and pursues such action to conclusion.
(2) Notwithstanding anything contained to the contrary in this Agreement, Vestin may terminate this Agreement for any reason on thirty (30) days prior written notice to the end of the then-current Term.
11.2 Customer Strategix and Strategix may terminate this Agreement immediately upon for any reason on ninety (90) days written notice to Service Provider in Vestin. The ninety (90) day notice is necessary to allow Vestin the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for time necessary to replace the benefit of creditors; (e) admits in writing its inability Accounting Services being performed pursuant to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following the expiration or c. Upon termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration Strategix shall co-operate with Vestin, its independent public accountants and any persons or companies engaged by Vestin to perform accounting and financial reporting services, in order to ensure a smooth transition of the accounting and financial reporting functions. In this Agreementregard, or at Customer’s option upon cessation Strategiz shall make available to its successors all work papers and similar documents prepared in the course of performing services under this Agreement.
d. Termination of this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) release or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless discharge either party from any claim by a third party obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providertermination.
Appears in 4 contracts
Sources: Accounting Services Agreement (Vestin Realty Mortgage II, Inc), Accounting Services Agreement (Vestin Fund Iii LLC), Accounting Services Agreement (Vestin Realty Mortgage II, Inc)
Term and Termination. 11.1 This 12.1 The Term of this Agreement shall commence begin on the Effective Date and shall continue in effect end at midnight on the day prior to the three (3) year anniversary of the Effective Date.
12.2 This Agreement may be immediately terminated by either of the parties for the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider cause by giving written notice to the other upon the occurrence of non-renewal at least any of the following events:
(a) The other party breaches any material provision of this Agreement and fails to substantially cure such breach within thirty (30) days prior to following the end receipt from the non-breaching party of a written notice of such breach; which notice reasonably specifies the then-current Termextent and nature of such breach.
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition The other party (i) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to its debts under any bankruptcy, insolvency, or other similar law now or hereafter in bankruptcy filed against iteffect; (c) becomes insolvent; (dii) makes a general assignment for the benefit of creditors; , (eiii) admits in writing its inability to pay its debts as they mature; becomes insolvent, (f) has a receiver appointed for its assets; (giv) ceases conducting business in the normal course; doing business, and/or (hv) has takes any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous corporate action to authorize any of the foregoing in any jurisdiction in which any of its assets are situatedforegoing.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party 12.3 AMO shall have the right to cure such material breach within thirty terminate this Agreement in its entirety at any time upon providing twelve (3012) days after receipt months written notice to Allergan. AMO may also discontinue the manufacture of such any individual Product upon providing twelve (12) months written noticenotice to Allergan. AMO shall send firm purchase orders to Allergan six (6) months prior to expiration or termination of this Agreement for all Product(s) AMO desires Allergan to deliver during the six (6) month period prior to termination. Allergan agrees to review these orders by the last calendar day of the month and advise AMO that it will be able, or unable, to achieve the requested volumes with either (i) confirmation of the purchase order(s) or (ii) notice of specific feasibility issues. Allergan shall use commercially reasonable efforts to maintain capacity in order to achieve the requested volumes.
11.4 Except 12.4 Upon expiration or termination of this Agreement, the rights and obligations of the parties pursuant to this Agreement shall cease, except as provided in follows: (i) Obligations of confidentiality and use of information under Section 16.13, following 16 of this Agreement shall survive such expiration or termination; (ii) the indemnity obligations under Section 17 shall survive such expiration or termination; and (iii) expiration or termination of this Agreement for any reason by a party shall not relieve the parties of any obligation accruing prior to such expiration or termination.
12.5 It is AMO's sole responsibility to transfer the technology required to manufacture Product(s) from Allergan to other manufacturers upon the expiration or termination of this Agreement. Allergan's assistance in such transfer will be provided at either the Waco Facility, all Customer’s rights Westport Facility or Sao Paulo Facility, as applicable, under this Agreement shall terminate the same conditions, both in terms of duration and Customer shall be entitled to substantive assistance, as the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to analytical technology transfer assistance described in Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility6.3.
11.5 If either 12.6 Upon expiration of this Agreement, or in the event this Agreement is terminated for any reasonreason including force majeure, upon AMO shall purchase all Raw Materials and Product(s) existing at the time of expiration or termination at Cost, provided that such Raw Materials and Product(s) were produced or purchased pursuant to Section 3 or Section 8 in response to actual purchase orders and forecasts submitted by AMO. Payment is due within thirty (30) days of invoice receipt from Allergan.
12.7 Upon expiration or termination of the Agreement, AMO has the option to purchase from Allergan, at Allergan's depreciated book value, production assets used by Allergan solely to manufacture Product(s), for AMO. Allergan will provide a list of these production assets to AMO twelve (12) months prior to the expiration of the Agreement. AMO must submit purchase orders for these assets at least six (6) months prior to the termination of the Agreement. AMO will be responsible for removal, crate and freight on this equipment.
12.8 Upon expiration or termination of this Agreement, AMO shall assume sole responsibility for all reference standards and ongoing stability testing of the Product(s). All stability and retained samples will be shipped by Allergan EXW to the physical storage location of AMO's choice at AMO's request, but no later than six (6) months from the expiration or at Customer’s option upon cessation termination of services under this Agreement due the Agreement. Allergan will cooperate with AMO in the stability testing technology transfer to a Force Majeure Eventnew site, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providerextent provided in Section 6.3.
Appears in 3 contracts
Sources: Manufacturing and Supply Agreement (Advanced Medical Optics Inc), Manufacturing and Supply Agreement (Allergan Inc), Manufacturing and Supply Agreement (Amo Holdings LLC)
Term and Termination. 11.1 This Agreement shall commence on the Effective Date date hereof and shall continue in effect for the a minimum period of 24 months.
11.2 The Term of this Agreement shall be automatically extended with one (as defined in the Cover Page1) year unless terminated earlier in accordance with the terms of these Standard Terms. Section 11.3 below
11.3 The Term shall automatically renew Agreement cannot be terminated for the Renewal Terms set forth in first 21 months following the Cover Page, unless Customer gives Service Provider written notice date of non-renewal at least thirty (30) days prior to the end signing of the then-current TermAgreement. Thereafter any party may terminate the Agreement by giving the other party three (3) months written notice.
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either 11.4 Any Party may terminate this Agreement at any time immediately upon written notice to the other Party Party, if such the other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver Agreement which it fails to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach remedy within thirty (30) days after receipt of such written noticereceiving notice requiring it to do so or commits a breach of Section 10.
11.4 Except as provided 11.5 Each Party is entitled to terminate the Agreement immediately in Section 16.13the event that the other Party is declared bankrupt, following enters into composition proceedings or liquidation or can otherwise be determined to have become insolvent.
11.6 Upon termination for any reason:
a) all rights granted to the expiration or termination of this Agreement, all Customer’s rights Company under this Agreement shall terminate cease;
b) the Company shall cease all activities authorised under this Agreement;
c) the Company and Customer Unibet shall immediately pay to each other any sums due under this Agreement;
11.7 Receiving Party shall destroy or return (at Parties' option) all copies of material provided under the Agreement, including Parties' Confidential Information, then in its possession, custody or control and, in the case of destruction, certify to counterparty that it has done so. Notwithstanding the foregoing, with particular respect to players (& related data) belonging to the Company, the Parties will co-operate to a reasonable degree to ensure the orderly transfer of such data out of the Unibet system and into a database designated by the Company at that time. After such successful transfer, The obligations under the clause 5.8 and 5.9 shall prevail to the abovementioned.
11.8 To such extent the Company terminates the Agreement in advance and the reason for the termination is not due to Unibet's material breach of the Agreement, the Company shall be entitled liable to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture make payment of the hosting site(s) or otherwise so related to monthly minimum fee defined in clause 3.3 during the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any reminder of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate term defined in clause 11.1 in the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service ProviderAgreement.
Appears in 3 contracts
Sources: Marketing Services Agreement, Marketing Service Agreement (BINGO.COM Ltd.), Marketing Service Agreement (BINGO.COM Ltd.)
Term and Termination. 11.1 17.1 This Agreement shall commence on the Effective Date and shall continue remain in effect for the Term until terminated.
17.2 This Agreement will terminate:
(as defined in the Cover Pagea) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least upon thirty (30) days (ten (10) days in the case of nonpayment) prior to written notice if IGS shall be in breach or default of any material obligation under this Agreement; provided however, IGS may avoid such termination if, before the end of the then-current Term.such notice period, it cures such breach;
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; immediately if IGS ceases to do business, or otherwise terminates its business operations;
(c) becomes insolventimmediately if IGS seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against IGS (and not dismissed within sixty (60) days); or
(d) makes a general assignment immediately if IGS is unable to grant RSS the AGP Technology license specified in Section 3.1(a).
17.3 Neither party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the benefit other (or for any compensation to the other) arising from or incident to any termination of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in this Agreement by such party which complies with the normal course; (h) has terms of the Agreement whether or not such party is aware of any significant portion such damage, loss or expenses.
17.4 Upon termination of its assets attached; this Agreement by either party: (i) experiences a material negative litigation decision ruling all rights and licenses granted hereunder shall immediately terminate, except that affects licenses to end user customers for the use of the RSS Software, Documentation, IGS Chip and IGS Software pursuant to this Agreement shall continue in accordance with the applicable end user agreements therefor; (ii) IGS will immediately return to RSS all PixelSquirt Technology and all materials relating to PixelSquirt Technology or portion(s) thereof and all RSS Confidential Information in IGS' possession, custody or control in whatever form held (including all copies or embodiments thereof), except that IGS may maintain one (1) copy of the RSS Software solely to the extent necessary to support its installed base of customers for the CyberPro3000 Products and Unencrypted Verilog Based Products; and (iii) except to the extent expressly provided to the contrary in this Agreement; or , all rights to payment (jincluding, without limitation, milestone payments and royalties) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party following provisions shall have survive the right to cure such material breach within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement: Sections 4, all Customer’s rights 7, 9.1, 9.3, 10.5, 12.1(a), (c) & (d), 12.2(a) and 13 through 20, inclusive.
17.5 Termination is not the sole remedy under this Agreement shall terminate and Customer shall be entitled to the immediate possession of and, whether or not termination is effected, all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facilityother remedies will remain available.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.
Appears in 3 contracts
Sources: Technology License Agreement (Tvia Inc), Technology License Agreement (Tvia Inc), Technology License Agreement (Tvia Inc)
Term and Termination. 11.1 This Subject always to either party’s right to terminate pursuant to this Section 11: (a) this Agreement shall commence on the Effective Date and shall continue in effect for the Term Initial Subscription Term; and (as defined in b) after the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term Initial Subscription Term, this Agreement shall automatically renew for the successive periods of twelve (12) months (each a “Renewal Terms set forth in the Cover PageTerm”), unless Customer either party gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such to terminate this Agreement not less than sixty (60) days before the end of the Initial Subscription Term or any Renewal Term (as the case may be), in which case this Agreement shall terminate at the end of the Initial Subscription Term or Renewal Term (as applicable)
11.2 Without prejudice to any other Party commits a rights or remedies which the parties may have, either party may terminate this Agreement without liability to the other immediately on giving written notice to the other if: (a) (i) the other party is in material breach of this AgreementAgreement where the breach is incapable of remedy; provided, that or (ii) the non-breaching Party shall deliver to the breaching Party written notice of such other party is in material breach of this Agreement where the breach is capable of remedy and the breaching Party shall have the right party fails to cure such material remedy that breach within thirty (30) days after receipt receiving written notice of such written noticebreach; (b) the other party enters into an arrangement for an assignment for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (c) any event analogous to those described in sub-section (b) above happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets.
11.4 Except 11.3 On termination of this Agreement for any reason: (a) all licenses and other rights granted by Qubit under this Agreement shall immediately terminate; (b) Customer shall immediately pay to Qubit all outstanding unpaid invoices and interest and, in respect of Products rendered but for which no invoice has been submitted, Qubit will submit an invoice, which will be payable by Customer immediately on receipt; (c) each party shall (and Customer shall procure that any applicable Authorized User shall), return or destroy as provided in Section 16.13promptly directed by the other party and make no further use of any equipment, following property, Confidential Information, the Products (including the Script) and other items (and all copies of them) belonging to the other party; (d) Qubit will have no further obligation to store and/or make available Customer Data and may delete the same at any time from and including the date thirty (30) days after the termination or expiry of this Agreement, without further notice to Customer; and (e) the accrued rights of the parties as at termination, and Sections 1, 3.2, 3.4, 3.5, 5.2 and 6 through 12, will survive any expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.
Appears in 3 contracts
Sources: Master Service Agreement, Master Service Agreement, Master Service Agreement
Term and Termination. 11.1 14.1 This Agreement shall agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue in effect for the Subscription Term, unless:
(a) either Party notifies the other Party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Subscription Term, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Subscription Term; or
(as defined in the Cover Pageb) unless otherwise terminated earlier in accordance with the terms provisions of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current Termthis agreement.
11.2 Customer 14.2 Without affecting any other right or remedy available to it, the Supplier may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon agreement with immediate effect by giving written notice to the other Party if Customer if:
(a) the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such other Party payment;
(b) the Customer commits a material breach of any other term of this Agreementagreement which is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so;
(c) the Customer becomes Insolvent;
(d) there is a change of Control of the Customer; providedor
(e) if the Customer breaches any warranty under this agreement.
14.3 Without prejudice to any other right or remedy available to it, the Customer may terminate this agreement with immediate effect on giving 60 days’ written notice to the Supplier, and paying the Balance Fee. For the sake of clarity, the provisions of 14.4 will also apply.
14.4 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
(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 will destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the non-breaching Party Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall deliver pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
(d) any rights, remedies, obligations or liabilities of the Parties that have accrued up to the breaching Party written notice date of such material breach and the breaching Party shall have termination, including the right to cure such material claim damages in respect of any breach within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following the expiration agreement which existed at or before the date of termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) affected or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providerprejudiced.
Appears in 3 contracts
Sources: Software as a Service Subscription Agreement, Software as a Service Subscription Terms, Software as a Service Subscription Terms
Term and Termination. 11.1 16.1 This Agreement shall commence enters into force on the Effective Date and effective date for a definite period of 12 (twelve) months after which this Agreement shall continue in effect for the Term automatically renew with subsequent 12 (as defined in the Cover Pagetwelve) unless month periods until terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew this article 16.
16.2 Each Party may terminate this Agreement for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider convenience taking into account 3 (three) months written notice of non-renewal at least thirty (30) days prior to the end of the then-then current Termterm.
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either 16.3 A Party may terminate this Agreement upon written notice to if the other Party if such other Party commits a material breach of materially breaches this Agreement, and such breach: (a) is incapable of remedying; providedor (b) being capable of remedying, that remains uncured 30 (thirty) days after the non-breaching Party shall deliver to provides the breaching Party with written notice of such material breach containing sufficient detail of said breach.
16.4 Article 13.3 contains an additional termination option applicable in the event of a force majeure situation.
16.5 Each Party may terminate this Agreement with immediate effect by written notice if the other Party is declared bankrupt or otherwise subject of any proceedings relating to its liquidation, winding- up, or insolvency.
16.6 In the case that VirtualMetric terminates this Agreement based on the non-performance or default on the Customer’s side, all fees that have been invoiced or would have become payable had this Agreement remained in effect will become immediately due and payable, and the breaching Party Customer shall have the right to cure pay such material breach within thirty (30) days after fees, together with previously accrued but not yet paid fees, on receipt of such written noticeVirtualMetric’s invoice therefore.
11.4 Except as provided in Section 16.1316.7 If Customer properly terminates this Agreement, following the expiration or termination Customer will be relieved of any obligation to pay any applicable fees attributable to the period after the effective date of such termination.
16.8 Termination of this Agreement, all regardless of the reason for termination, requires the Customer to deinstall and refrain from any further use of the Software. Upon request of VirtualMetric, the Customer shall provide VirtualMetric with a written statement, signed by an executive of the Customer’s rights under , confirming that the Customer has complied with the obligation to deinstall the Software and that the Customer shall refrain from any future use.
16.9 Each provision of this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated that, by Customer pursuant to Section 11.2 its nature, should survive termination or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, will survive any termination or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions expiration of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service ProviderAgreement.
Appears in 3 contracts
Sources: License Agreement, License Agreement, License Agreement
Term and Termination. 11.1 (i) This Agreement shall commence become effective on the Effective Date date first written above and shall continue in effect for the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Termsan initial three year period. The Term Agreement may be terminated in its entirety or as to Section I. or Section II. only prior to the expiration of the initial term only if a party commits a material breach of any term or condition hereof and any such breach is not cured or rectified within ninety (90) calendar days after the party claiming the breach shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider have given written notice of nonsuch to the other party ("Curable Breach") except that neither party shall have a right to cure a material breach resulting from willful misconduct, reckless disregard or intentional misconduct ("Non-renewal at least curable Breach"). In the event that a Curable Breach is not cured within such ninety (90) day period, the party claiming a material breach shall have thirty (30) days prior to notify the end party committing the breach of the then-current Term.
11.2 Customer may its intention to terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider accordance with subparagraph (aii) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situatedSection III.9.(h).
11.3 Either Party (ii) The Customer or the Bank may terminate this Agreement upon give notification of termination to the other party following a Non-Curable Breach or following a Curable Breach which has not been cured or after the initial three year period by giving ninety (90) days written notice to the other, provided that such notice to the Bank shall specify the names of the persons to whom the Bank shall deliver the Assets in the Accounts; and further provided that, if Bank is the terminating party (other Party if such other Party commits than on account of a material breach hereof by Customer) Customer may extend the termination period by up to an additional sixty (60) days by sending prompt written notice ("Extension Notice") to Bank of its intent to do so (including the number of additional days). If notice of termination is given by the Bank, the Customer shall, within ninety (90) days (or such other amount of days as is contemplated by the Extension Notice) following receipt of the notice, deliver to the Bank Instructions specifying the names of the persons to whom the Bank shall deliver the Assets. In either case the Bank will deliver the Assets to the persons so specified, after deducting any amounts which the Bank determines in good faith to be owed to it under Sub-section 7 of Section III. of this Agreement; provided. If within ninety (90) days following receipt of a notice of termination by the Bank, that the non-breaching Party Bank does not receive Instructions from the Customer specifying the names of the persons to whom the Bank shall deliver the Assets, the Bank, at its election, may deliver the Assets to a bank or trust company doing business in any State within the United States to be held and disposed of pursuant to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration provisions of this Agreement, or at Customer’s option upon cessation to Authorized Persons, or may continue to hold the Assets until Instructions are provided to the Bank; provided, however, that the Bank shall have no obligation to settle -------- ------- any transactions in securities for the Accounts following the expiration of services under the ninety (90) day period referred to in this sentence except those transactions which remained open prior to the expiration of such ninety (90) day period.
(iii) Termination as to One or More Series. This Agreement may be ------------------------------------ terminated as to one or more Series (but less than all of the Series) by delivery of an amended Schedule B1 deleting such Series, in which case termination as to such deleted Series shall take effect sixty (60) days after the date of such delivery. The execution and delivery of an amended Schedule B1 which deletes one or more Series shall constitute a termination of this Agreement due only with respect to such deleted Series, shall be governed by the preceding provisions of this Sub-section 9(h) of Section III. of this Agreement as to the identification of a Force Majeure Eventsuccessor custodian and the delivery of Assets of the Series so deleted to such successor custodian, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture affect the obligations of the hosting site(s) or otherwise so related Bank and the Customer hereunder with respect to the hosting site(s) other Series set forth in Schedule B1, as amended from time to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providertime.
Appears in 3 contracts
Sources: Multiple Services Agreement (Brinson Funds Inc), Multiple Services Agreement (Brinson Funds Inc), Multiple Services Agreement (Brinson Funds Inc)
Term and Termination. 11.1 This Agreement shall commence on the Effective Date and shall continue in effect for the Term (as defined in the Cover Page) unless 10.1 Unless terminated earlier in accordance with the terms provisions of these Standard Terms. The Term this Clause 10 or Clause 14, this Agreement shall automatically renew for the Renewal Terms set forth continue in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior force until there are no remaining royalty obligations under this Agreement with respect to the end any Product in any country of the thenworld (ie, until expiry of the last Valid Claim, or for so long as the System Know-current TermHow and/or CDACF Version 8 Know-How is identified and remains secret and substantial, whichever is later).
11.2 Customer 10.2 Licensee may terminate this Agreement immediately upon written in its entirety, by giving at least [*] days’ notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts Lonza. Licensee may also terminate this Agreement from time to time on a Product-by-Product basis, and terminate any licence grant on a sublicense-by-sublicense, Sublicensee-by-Sublicensee, Affiliate-by-Affiliate basis, or Strategic-Partner-by-Strategic-Partner basis, etc., in each case by giving at least [*] days’ notice in writing to Lonza, and, in each such case, the Agreement will be terminated only with respect to, as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business applicable, the terminated Product, sublicense, Sublicensee, Affiliate or Strategic Partner, etc., and the Agreement shall otherwise remain in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situatedfull force and effect.
11.3 10.3 Either Party Lonza or Licensee may terminate this Agreement upon written forthwith by notice in writing to the other Party upon the occurrence of any of the following events:
10.3.1 if such the other Party commits a material breach of this Agreement which in the case of a breach capable of remedy shall not have been remedied within [*] days of the receipt by the other of a notice identifying the breach and requiring its remedy. Failure to pay a bona fide disputed amount shall not constitute a material breach of this Agreement; provided, .
10.3.2 if the other enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the noncompany resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant Party under this Agreement), or ceases for any reason to carry on business.
10.3.3 Notwithstanding the foregoing, if such uncured material breach by Licensee involves only a specific Product, Sublicensee, Affiliate or Strategic Partner, then Lonza may terminate this Agreement only with respect to Licensee’s rights relating, respectively, to such Product, Sublicensee, Affiliate or Strategic Partner, and the Agreement shall otherwise remain in full force and effect.
10.4 If at any time during this Agreement Licensee, with the actual knowledge of its Chief Executive Officer or any member of its Board of Directors or senior management, directly, opposes or assists any Third Party to oppose the grant of letters patent or any patent application within any of the Patent Rights (Lonza) or disputes or knowingly, directly, assists any Third Party to dispute the validity of any patent within any of the Patent Rights (Lonza) or any of the claims thereof, Lonza shall be entitled at any time thereafter to terminate all or any of the licences granted hereunder forthwith by notice to Licensee.
10.5 If this Agreement expires in accordance with Clause 10.1, all licenses granted to Licensee under this Agreement shall survive and shall convert as of the expiration date to fully paid-breaching Party up, royalty-free licenses. If this Agreement is terminated by Licensee in accordance with Clause 10.3.1, all licenses granted to Licensee under this Agreement shall deliver survive, subject to the breaching Party written notice continued payment of royalties under the terms of this Agreement. If this Agreement is terminated in its entirety by Lonza for any reason listed in Clause 10.3, any and all licences granted hereunder shall terminate with effect from the date of termination (subject to the last proviso in this paragraph), and, unless Clause 10.7 applies, then Licensee shall destroy all Vectors, Cell Lines and Product and all Confidential Information which is provided by Lonza (including all Know-How, all System Know-How and all CDACF Version 8 System Know-How) forthwith and shall certify such material breach destruction immediately thereafter in writing to Lonza; provided however that the Licensee and the breaching Party Sublicensees shall have the right to cure such material breach within thirty (30) days after receipt complete any production batches of Product in process at the date of such written notice.
11.4 Except as provided termination and sell or otherwise dispose of all Product then on hand or in Section 16.13, following process and the expiration or termination of this Agreement, all Customer’s rights licenses granted under this Agreement shall terminate and Customer shall be entitled survive for that purpose, subject to the immediate possession payment of all Mining Equipment. If royalties and the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost other terms of relocating its Mining Equipment from Service Provider’s facilitythis Agreement.
11.5 If either this Agreement is terminated for any reason, upon 10.6 Upon termination or expiration of this Agreement, Licensee (unless Clause 10.7 applies) and Lonza shall destroy all Confidential Information of the other Party or at Customerthe other Party’s option upon cessation Representatives, including all copies and extracts thereof and all tangible items comprising, bearing or containing any such Confidential Information and provide a written certification of services under such destruction; provided, however, that if Licensee has any surviving license rights, Licensee may retain Lonza’s Confidential Information to the extent required for exercising such surviving license rights, and each Party may retain one (1) copy of such Confidential Information in its secure archival files for archival purposes and for ensuring compliance with Clause 8.
10.7 If this Agreement due expires or is terminated and either (a) a Product has been or is being transferred to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protectseparate Lonza license agreement, or remove (b) Lonza otherwise agrees that it will not require destruction, then, in the Mining Equipment. The case of (a) Licensee shall either, with Lonza’s consent, transfer to the party that is the named licensee under the related separate Lonza license agreement, or destroy, the related Vectors, Cell Lines and Product and Confidential Information provided by Lonza (including Know-How and System Know-How, including CDACF Version 8 System Know-How), and, in the case of (b) Licensee may request specific retention rights and if both Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become on retention terms they will enter into a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providershort letter agreement setting forth their mutual agreement with respect thereto.
Appears in 3 contracts
Sources: Multi Product License Agreement (NGM Biopharmaceuticals Inc), Multi Product License Agreement (NGM Biopharmaceuticals Inc), Multi Product License Agreement (NGM Biopharmaceuticals Inc)
Term and Termination. 11.1 This Master Services Agreement shall commence on the Effective Date and shall continue in effect for until the expiration of the Subscription Term of all Subscriptions (as defined in the Cover Pageor until all Services have been provided, if later) unless otherwise terminated earlier as provided in accordance with the terms of these Standard Termsthis section 12. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to section 12. At the end of the then-current Subscription Term, Client’s access and use of the Services shall automatically terminate.
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider 12.3.1 is in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit material breach of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this obligations under the Agreement upon written notice and, in the case of a breach which is capable of remedy, fails to the other Party if remedy such other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt following notice of such written noticethe 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.
11.4 Except as provided 12.4.1 Client’s rights of use granted under this Master Services Agreement (or under the applicable Order Form in Section 16.13, following the expiration or case of termination of an individual Order Form only) shall
(i) immediately terminate and Client shall immediately cease the use of the Services;
12.4.2 Client shall (i) in the case of termination of this Master Services Agreement, promptly pay all Customer’s rights under this Agreement shall terminate Fees due or to become due through the effective date of termination; and Customer shall be entitled to (ii) in the immediate possession case of all Mining Equipment. If termination of an individual Order Form where the Agreement is terminated by Customer pursuant to Section 11.2 and remaining valid Subscriptions will continue in full force and effect, promptly pay all Fees due or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of due under such terminated Order Form; and
12.4.3 the hosting site(s) or otherwise so related to Parties shall comply with the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providerobligations set out in section 13.4.
Appears in 3 contracts
Sources: Software as a Service Subscription Master Services Agreement, Software as a Service Subscription Master Services Agreement, Software as a Service Subscription Master Services Agreement
Term and Termination. 11.1 This 13.1 The Agreement shall commence on the Effective Date and shall continue remain in effect for the Term (as defined force until all Minimum Periods of Service set out in the Cover Page) unless all Orders have expired or been terminated earlier in accordance with the terms provisions of these Standard Termsthis Agreement. The Term After the expiry of all Minimum Periods of Service all Services provided hereunder and this Agreement shall thereafter automatically renew for the Renewal Terms set forth in the Cover Pagecontinue, unless Customer gives Service Provider written notice of non-renewal at least and until either party terminates the Agreement by serving a thirty (30) days prior to the end of the then-current Termday notice in writing.
11.2 Customer 13.2 Either party may immediately by notice terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files or any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any Order if one of the foregoing in any jurisdiction in which any of its assets are situated.following events occurs:
11.3 Either Party may terminate this Agreement upon written notice to 13.2.1 the other Party if such other Party party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach Agreement or an Order and the breaching Party shall have the right has failed to cure such material breach within thirty (30) days after receipt the terminating party has given a notice of default to the party in breach; or
13.2.2 the party is deemed bankrupt or enters into liquidation, whether compulsory or voluntary, other than for the purposes of amalgamation or reconstruction, is the subject of a winding up petition or has a receiver or manager appointed over all or any of its assets; or
13.2.3 a Force Majeure Event continues for more than thirty (30) days.
13.3 Upon termination of the Agreement or an Order:
13.3.1 the rights of the parties accrued up to the date of such written notice.
11.4 Except as provided in Section 16.13, following the expiration expiry or termination shall remain unaffected;
13.3.2 the Customer shall co-operate fully with eir to recover the eir Equipment;
13.3.3 if eir terminates the Agreement for a material breach by the Customer, or if the Customer terminates the Agreement prior to the expiry of this Agreement, all Customer’s rights under this Agreement shall terminate and the Minimum Period of Service the Customer shall be entitled liable to pay to eir the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture balance of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to Charges;
13.3.4 eir may exercise a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to lien over any of the Mining Equipment, Customer Equipment or Goods located on an eir Site at the date of such termination for any amount due pursuant to the terms of the Agreement or otherwise from the Customer to eir; and the Customer shall defend and hold Customer harmless from any claim by a third party immediately upon such termination become liable to pay to eir the amount of any such lien, security interest, loss or encumbrance. damage suffered by eir as a result of the termination; and
13.3.5 eir shall have an automatic right to the Charges for a Service Provider shall take all necessary action up to effectuate the provisions of this Section, and including the grant date of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providertermination.
Appears in 3 contracts
Sources: Master Terms and Conditions for the Supply of Goods and Services, Master Terms and Conditions, Master Terms and Conditions for the Supply of Goods and Services
Term and Termination. 11.1 This Subject always to either party’s right to terminate pursuant to this clause 11: (a) this Agreement shall commence on the Effective Date and shall continue in effect for the Term Initial Subscription Term; and (as defined in b) after the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term Initial Subscription Term, this Agreement shall automatically renew for the successive periods of twelve (12) months (each a “Renewal Terms set forth in the Cover PageTerm”), unless Customer either party gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such to terminate this Agreement not less than sixty (60) days before the end of the Initial Subscription Term or any Renewal Term (as the case may be), in which case this Agreement shall terminate at the end of the Initial Subscription Term or Renewal Term (as applicable).
11.2 Without prejudice to any other Party commits a rights or remedies which the parties may have, either party may terminate this Agreement without liability to the other immediately on giving written notice to the other if: (a) (i) the other party is in material breach of this AgreementAgreement where the breach is incapable of remedy; provided, that or (ii) the non-breaching Party shall deliver to the breaching Party written notice of such other party is in material breach of this Agreement where the breach is capable of remedy and the breaching Party shall have the right party fails to cure such material remedy that breach within thirty (30) days after receipt receiving written notice of such written noticebreach; (b) the other party enters into an arrangement for an assignment for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (c) any event analogous to those described in clause 11.2(b) above happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets.
11.4 Except 11.3 On termination of this Agreement for any reason: (a) all licences and other rights granted by Qubit under this Agreement shall immediately terminate; (b) Customer shall immediately pay to Qubit all outstanding unpaid invoices and interest and, in respect of Products rendered but for which no invoice has been submitted, Qubit will submit an invoice, which will be payable by Customer immediately on receipt; (c) each party shall (and Customer shall procure that any applicable Authorised User shall), return or destroy as provided in Section 16.13promptly directed by the other party and make no further use of any equipment, following property, Confidential Information, the Products (including the Script) and other items (and all copies of them) belonging to the other party; (d) Qubit will have no further obligation to store and/or make available Customer Data and may delete the same at any time from and including the date thirty (30) days after the termination or expiry of this Agreement, without further notice to Customer; and (e) the accrued rights of the parties as at termination, and clauses 1, 3.2, 3.4, 3.5, 5.2 and 6 through 12, will survive any expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.
Appears in 3 contracts
Sources: Master Service Agreement, Master Service Agreement, Master Service Agreement
Term and Termination. 11.1 20.1. This Agreement shall commence on the Effective Commencement Date and each of the Services set out in the Order Form shall continue commence on the Services Commencement Date for Professional Services or the Go-Live Date for annually recurring Services and shall remain in effect full force for the Initial Term (as defined unless otherwise agreed by the Parties in the Cover Page) unless writing or earlier terminated earlier in accordance with the terms term of these Standard Termsthis Agreement. The Term Thereafter, this Agreement and each Order Form shall continue to automatically renew for the a Renewal Terms set forth in the Cover PageTerm, unless Customer a Party gives Service Provider written notice of non-renewal at least thirty to the other Party, not later than ninety (3090) days prior to before the end of the then-current Initial Term or the relevant Renewal Term, to terminate this Agreement.
11.2 Customer may terminate 20.2. Without prejudice to any rights that the Parties have accrued under this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either their respective remedies, obligations or liabilities, a Party may terminate this Agreement upon with immediate effect by giving written notice to the other Party if such if:
(a) the Client breaches its obligations in Clauses 7.7 and 7.10;
(b) the other Party commits a material breach of any material term of this Agreement; provided, Agreement and (if such breach is remediable) fails to remedy that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within a period of thirty (30) days after receipt being notified to do so;
(c) the other Party breaches any of such written noticethe terms of Clause 13, Clause 19 or Clause 24; or
(d) the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.
11.4 Except as provided 20.3. The Supplier may terminate the Subscription Services immediately on giving written notice to the Client if the Client (i) repeatedly fails to timely report use of the Subscription Services to the Supplier in Section 16.13, following accordance with Clause 9.3(d)3.11(d) or (ii) repeatedly or obviously reports (or instructs the expiration or termination Supplier to report) incorrect use of the Subscription Services to the Supplier.
20.4. Termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination.
20.5. On termination of this Agreement, or at Customer’s option upon cessation Agreement for any reason:
(a) the Supplier shall immediately cease provision of services the Services;
(b) the Client shall pay any and all invoices and sums due and payable up to and including the date of termination including (1) all remaining amounts owing up to the end of the Term (as applicable); (2) any Licence Fees as set out under this Agreement due to Clause 16.1; and (3) any termination fees that the Supplier incurs from any of its Third Party Suppliers as a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipmentconsequence of such early termination. The Parties agree thatSupplier shall use reasonable endeavours to mitigate any loss but the Client acknowledges and agrees that any Third Party Supplier fees may not be mitigated by the Supplier and the Client shall not hold the Supplier responsible if its incurs full termination fees;
(c) all licences granted under the Agreement will terminate immediately except for fully- paid, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s)fixed term and perpetual licences; for metered Products billed periodically based on usage, the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture Client must immediately pay for unpaid usage as of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.termination date; and
Appears in 3 contracts
Sources: Master Services Agreement, Master Services Agreement, Master Services Agreement
Term and Termination. 11.1 This Agreement shall commence on These Terms are effective from the Effective Service Start Date and shall continue remain in effect for the Term (as defined in the Cover Page) unless force until terminated earlier in accordance with the terms of these Standard Termsby either Party. The Term mutual termination notice period for termination without cause period is two (2) months unless otherwise agreed in writing by the Parties. Either Party shall automatically renew have the right to terminate the Agreement for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior cause without liability to the end of the then-current Term.
11.2 Customer may terminate this Agreement immediately upon other Party, by written notice to Service Provider the other Party, if;
1. the other Party goes into liquidation;
2. enters into composition proceedings with its creditors;
3. becomes insolvent or is unable to pay its major debts or the majority of its debts or fails or admits in writing its inability to pay its major debts or the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) majority of its debts as they become due;
4. makes a general assignment for the benefit of creditors; creditors or if a petition under bankruptcy or under any insolvency law is filed by or against the other Party and such petition filed by a third party is not dismissed within sixty (e60) admits in writing its inability to pay its debts as they mature; days (for such longer period agreed upon between the Parties) after it has been filed or a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion secured part takes possession of all or substantially all of its assets attached; and such process is not dismissed or restrained within thirty (i30) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 days. Either Party may shall have the right to terminate this the Agreement upon forthwith without liability to the other Party, by written notice to the other Party Party, if such the other Party commits a material breach of this Agreement; providedits obligations hereunder. However, that the non-breaching in case such a material breach is capable of being cured, neither Party shall deliver be entitled to terminate the breaching Agreement unless and until the other Party written notice of such material breach and the breaching Party shall have the right has failed to cure such the material breach within thirty (30) days after receipt of the failing Party has been served with a notice requiring it to cure such written notice.
11.4 Except as provided in Section 16.13, following a breach and stating the sending Party's intention to terminate the Agreement if compliance with the notice to cure is not met. The expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession not affect or prejudice any provisions of all Mining Equipment. If the Agreement is terminated which are expressly or by Customer pursuant implication provided to Section 11.2 continue in effect after such expiration or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration termination. Upon termination of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional the Customers access to any hosting site(s) in which Service Provider is hosting the Services will cease and Elastisys will erase all of the Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment's Data. The Parties agree that, although Service Provider may store, use, or install Customer is responsible for downloading and/or copying all the Mining Equipment at its hosting site(s), Customer's data before the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture effective date of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providertermination.
Appears in 3 contracts
Sources: Terms of Service, Terms of Service, Terms of Service
Term and Termination. 11.1 This 7.1 The initial term of this Agreement is set out in the Appendix A (the “Initial Service Period”).
7.2 Following the expiry of the Initial Service Period, this Agreement shall commence on renew automatically for additional consecutive terms of twelve months each (each, a “Subsequent Service Period”) unless either party notifies the Effective Date other party in writing at least ninety (90) calendar days prior to expiry of the Initial Service Period or current Subsequent Service Period, as applicable, that it does not wish to renew upon expiry of the Initial Service Period or current Subsequent Service Period, as applicable, in which case this Agreement (and all Subscriptions under this Agreement) shall continue terminate upon the expiry of such period. For the avoidance of doubt, in effect the event that Client terminates this Agreement in accordance with this Clause 7.2, upon the expiry of the Initial Service Period or any Subsequent Service Period, Client shall not be liable for any Cancellation Fee in relation to the Subscriptions that terminate at the same time.
7.3 In the event of any material breach of any term or provision of this Agreement by either party, the non-breaching party may terminate this Agreement by written notice if the breaching party fails to cure the breach within 30 days of receiving written notice of such breach from the non-breaching party; provided, however, that if such breach is incapable of being rectified, the non-breaching party may terminate the Agreement by giving 30 days written notice to the breaching party.
7.4 Client may, at any time, terminate this Agreement for the Term (Client’s convenience and without liability, except for any applicable Cancellation Fee, by providing 90 days written notice. Upon receipt of written notice from Client of such termination for Client’s convenience, PA shall cease operations as defined directed by Client and, except for work directed to be performed prior to the effective date of termination stated in the Cover Page) unless terminated earlier notice, terminate all existing subcontracts and purchase orders, and enter into no further subcontracts or purchase orders. PA shall be entitled to receive payment for work executed, and costs incurred by reason of such termination, in accordance with the terms applicable SOW or as otherwise agreed in writing by the parties.
7.5 Upon expiry or termination of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth this Agreement, Client must (within 30 days of expiry or termination) deliver to PA any Confidential Information of PA in the Cover PageClient’s possession or, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end if requested by PA destroy or erase all copies of the then-current Termsame. Any Confidential Information of Client in PA’s possession will be returned to Client or, if requested by Client, PA will destroy or erase all copies of the same.
11.2 Customer 7.6 Either party may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition other party if the other party becomes insolvent or is the subject of a proceeding in bankruptcy; (b) has , is placed in receivership, or enters into an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment arrangement for the benefit of its creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party 7.7 Client shall be responsible for payment of all Services rendered prior to the effective date of termination.
7.8 PA may terminate this Agreement upon immediately with written notice if any invoice is unpaid for a period greater than 30 days following its due date. This Clause 7.8 shall not apply in the event that any unpaid amount is subject to an ongoing dispute in good faith between the parties.
7.9 PA reserves the right to suspend the provision of Services if the Client engages any other Party if such other Party commits a material breach party for similar Services provided by PA in terms of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following the expiration 7.10 Upon expiry or termination of this Agreementa Subscription for a Cloud Platform, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled Client may request PA deliver to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party Client an extraction of any such lienClient Data within 30 working days of expiry or termination. Any Professional Services associated with extraction, security interest, preparation or encumbrance. Service Provider shall take all necessary action to effectuate delivery of Client Data will be charged on a time and materials basis unless otherwise agreed in writing or set out in the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providerapplicable SOW.
Appears in 3 contracts
Sources: Commercial Agreement, Commercial Agreement, Commercial Agreement
Term and Termination. 11.1 This 7.1 The term of the Agreement shall commence on be three (3) years from the Effective Date and Date. Thereafter, the Agreement shall continue in effect be renewed for the Term successive one (as defined in the Cover Page1) year terms, unless terminated earlier upon three (3) months prior notice by either Party before the anniversary of the Agreement.
7.2 If either Party is in accordance with breach of its obligations under this Agreement then the terms Party not in breach is entitled to serve notice in writing to the Party in breach setting out details of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth breach, what actions are required to correct the breach and allowing the Party in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least breach thirty (30) days prior from the date of notification in writing to correct the end of the then-current Termbreach.
11.2 Customer may 7.3 Either Party shall have the right to terminate this Agreement and/or an accepted Project Proposal, effective immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such Party, should the other Party commits a continue to be in material breach of this Agreement; , provided, that the non-breaching Party shall deliver to the breaching Party written a notice of such material breach pursuant to Section 7.2 has been served on the Party in material breach and the breaching Party shall have the right to cure such in material breach has failed to correct the material breach within the thirty (30) day cure period.
7.4 Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) files a voluntary petition in bankruptcy or has an involuntary bankruptcy petition filed against it, which is not dismissed within thirty (30) days after receipt its institution, (ii) is adjudged as bankrupt, (iii) becomes insolvent, (iv) has a receiver, trustee, conservator or liquidator appointed for all or a substantial part of such written noticeits assets, (v) ceases to do business, (vi) commences any dissolution, liquidation or winding up, or (vii) makes an assignment of its assets for the benefit of its creditors.
11.4 7.5 An accepted Project Proposal or any other written assignment related to a Project Proposal may be terminated by Client at any time during the term of this Agreement on sixty (60) days prior written notice to the Service Provider.
7.6 Except as provided in the event of a termination by Client according to Section 16.137.3, following if this Agreement, any particular accepted Project Proposal or any particular other written assignment related to a Project Proposal is terminated before any such Project Proposal or any such other written assignment related to a Project Proposal is completed, Client shall pay Service Provider for all Services performed in accordance with any such affected Project Proposal or any such other written assignment related to a Project Proposal hereunder, and reimburse the expiration or Service Provider for all costs and expenses incurred in performing those Services.
7.7 The termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled not relieve either Party of its obligation to the immediate possession other with respect to (a) maintaining the confidentiality of all Mining Equipment. If information, (b) liability and, (c) compensation for Services performed through the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost date of relocating its Mining Equipment from Service Provider’s facilitytermination.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.
Appears in 2 contracts
Sources: Master Services Agreement (Immuneering Corp), Master Services Agreement (Immuneering Corp)
Term and Termination. 11.1 15.1 This Agreement shall commence enter into force and effect on the Effective Date and shall continue remain in full force and effect for the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms period set forth in the Cover PageProposal and/or Partner Order Form (as applicable) unless earlier terminated as set forth herein (the “Initial Term”). Following such Initial Term, the Agreement shall be automatically renewed for successive one (1) year terms unless Customer gives Service Provider otherwise specified in the Proposal or Partner Order Form or terminated earlier as set forth herein and/or unless either Party provides the other Party with at least sixty (60) days' prior written notice of non-renewal at least (each a “Renewal Term” and together with the Initial Term, the “Term").
15.2 Either Party may terminate this Agreement with immediate effect upon written notice if (a) the other Party materially breaches this Agreement and such breach remains uncured thirty (30) days prior to the end of the then-current Term.
11.2 Customer may terminate this Agreement immediately upon after having received written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcythereof; or (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) a receiver is appointed for the other Party, if the other Party makes a general assignment for the benefit of its creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in , or if the normal course; (h) has other Party commences proceedings under any significant portion bankruptcy or insolvency law.
15.3 Upon termination or expiration of its assets attached; this Agreement: (i) experiences a material negative litigation decision ruling that affects the Software license granted to Customer under this AgreementAgreement shall expire, and Customer shall discontinue any further use thereof; or (jii) experiences an event analogous to any Customer shall immediately delete and dispose of all copies of the foregoing Documentation in any jurisdiction in which Customer’s or any of its assets representatives’ possession or control; and (iii) any sums paid by Customer to Company prior to the date of termination are situated.
11.3 Either Party may terminate non- refundable, and all outstanding fees and other charges that accrued as of termination, shall become immediately due and payable. The provisions of this Agreement upon written notice to and any Order that, by their nature and content, must survive the other Party if such other Party commits a material breach termination of this Agreement; providedAgreement in order to achieve the fundamental purposes of this Agreement shall so survive, that the non-breaching Party including but not limited to Sections 11 and13 hereof. The termination of this Agreement shall deliver not limit Company from pursuing any other remedies available to the breaching Party written notice of such material breach and the breaching Party it under applicable law. If applicable, Customer shall have the right be responsible for downloading its Customer Data prior to cure such material breach within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.
Appears in 2 contracts
Sources: Software as a Service License Agreement, Software as a Service (Saas) License Agreement
Term and Termination. 11.1 10.1. This Agreement agreement shall commence on as of the Effective Date and continue for a minimum period of twelve (12) months, (“Initial Term”). If agreed to by both parties, this Agreement shall continue in effect be extended for following one (1) twelve (12) month periods.
10.2. This agreement may be terminated at any time by written agreement of the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms parties.
10.3. If either party breaches a material provision of these Standard Terms. The Term shall automatically renew for Agreement and the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider breach is not cured within 30 days after receipt of written notice of non-renewal at least thirty (30) days prior to from the end other party specifying the nature of the then-current Term.
11.2 Customer breach or if a plan is not in place to expeditiously cure such breach, the non” breaching party may terminate this Agreement immediately upon by written notice to Service Provider the party in breach (10.4) Either party may terminate this Agreement by written notice upon the occurrence of any of the following events, unless such event Service Provider is eliminated or cured within 60 days of notice thereof:
(a) files any the filing by the other party of a petition in bankruptcybankruptcy or insolvency; or
(b) has an involuntary petition in bankruptcy filed against itany adjudication that the other party is bankrupt or insolvent; or
(c) becomes insolventthe filing by the other party of any petition or answer seeking reorganization, readjustment, or arrangement of the business under any law relating to bankruptcy or insolvency; or
(d) makes the appointment of a general receiver for all or substantially all of the property of other party; or
(e) the making by the other party of any assignment for or attempted assignment of the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; or
(f) has the institution of any proceedings for the liquidation or winding up of the business or for the termination of the corporate charter of the other party.
10.4. Termination of this Agreement shall not affect the survival of any rights or obligations hereunder which by their nature are to survive and be effective following termination of the Agreement. After sixty (60) days following termination, remainders of inventory dollars which are reasonably in Seller’s possession due to the uniqueness of the Customer’s product shall be inventoried, boxed, and billed to the Customer at seller’s cost plus 10%. excluding material consigned by the Customer, which shall be managed by the Supplier at a receiver appointed for its assets; (g) ceases conducting business flat handling charge at the rate of $30 per hour, the Customer may request that components may be used in the normal course; (h) has any significant portion manufacture of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous alternate the Customer’s products which the Customer agrees to any of the foregoing purchase in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to accordance with the other Party if such other Party commits a material breach terms of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.
Appears in 2 contracts
Sources: Manufacturing Agreement (Lightspace Corp), Manufacturing Agreement (Lightspace Corp)
Term and Termination. 11.1 This 2.1. The term of this Agreement shall commence on the Effective Date and shall continue in effect for thirty-six (36) months (the Term (as defined in the Cover Page“Initial Term”) unless earlier terminated earlier as provided herein. Thereafter, this Agreement shall be automatically renewed, provided that Customer is not in accordance default beyond any applicable grace period, on the terms described in this Agreement for successive one-year periods (each, a “Renewal Term,” and together with the terms of these Standard Terms. The Term shall automatically renew for Initial Term, the Renewal Terms set forth in the Cover Page“Term“), unless Customer gives Service Provider earlier terminated as provided herein or unless either Party provides written notice of non-renewal to the other Party at least thirty sixty (3060) days prior to the end expiration of the then-current TermTerm that such Party does not want to this Agreement to renew.
11.2 2.2. Expiration or termination of the Term of this Agreement shall not affect any obligation of Customer to make payments hereunder accruing prior to such expiration or termination.
2.3. If a Party materially breaches this Agreement, the other Party may terminate this Agreement by providing written notice to the other Party specifying the nature of such breach in reasonable detail; provided, however, that (i) this Agreement shall not terminate if the breaching Party shall have cured the breach within ten (10) business days following such notice, and (ii) the exercise of such right of termination shall not limit any other rights or remedies of the non-breaching Party at law, except as specified herein.
2.4. A Party may terminate this Agreement immediately upon written notice if: (i) the other Party ceases to Service Provider in the event Service Provider (a) files any petition in bankruptcycarry on its business; (bii) has an involuntary if the other Party becomes the subject of a petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach 2.5. Upon request by Customer made within thirty (30) days after receipt the effective date of such written notice.
11.4 Except as provided in Section 16.13, following the expiration termination or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, Service Provider will make Customer Content (as defined in Section 5.1) available to Customer for export or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Eventdownload. After such 30-day period, Service Provider shall provide Customer with immediate and unconditional access will have no obligation to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(smaintain (unless legally obligated) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow provide any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service ProviderContent.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Term and Termination. 11.1 18.1 This Agreement shall commence come into force on the Effective Date and and, shall continue in effect for the Term (as defined in Initial Term, during which the Cover Page) unless terminated earlier in accordance with Client shall not have the terms of these Standard Termsright to terminate the Agreement. The Term After the Initial Term, the Agreement shall automatically renew for twelve (12) month periods (each a “Further Term”) unless either Party provides notice to terminate the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior Agreement to the end of other Party in accordance with this Clause 18 (the then-current Initial Term and Further Term together referred to as the “Term”).
11.2 Customer 18.2 ▇▇▇ shall be entitled to terminate this Agreement:
18.2.1 with immediate effect if the information provided in connection with the Client’s creditworthiness under Clause 8.13 provides a poor credit score; or
18.2.2 with immediate effect where the Client fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;.
18.3 Subject to Clause 18.1, either party may terminate this the Agreement immediately upon during the Term by providing not less than sixty (60) days’ written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment other party. In these circumstances, the Client shall be liable for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any payment of the foregoing in Fees payable up until the date of such termination taking effect, and the Client shall be reimbursed by ▇▇▇ on a pro-rata basis for any jurisdiction in which any of its assets are situatedFees already paid for Services not provided.
11.3 Either 18.4 Without affecting any other right or remedy available to it, either Party may terminate this Agreement upon with immediate effect by giving written notice to the other Party if such if:
18.4.1 the other Party commits a material breach of any other term of this Agreement; provided, agreement and (if such breach is remediable) fails to remedy that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) a period of 30 days after receipt being notified in writing to do so; or
18.4.2 the other Party becomes the subject of such written noticea voluntary or involuntary proceeding concerning insolvency, receivership, liquidation, or composition for the benefit of creditors.
11.4 Except as provided in Section 16.13, following the expiration 18.5 Immediately on termination or termination expiry of this AgreementAgreement (for any reason), all Customer’s the rights granted by ▇▇▇ under this Agreement shall terminate and Customer the Client shall be entitled (and shall procure that each Authorised User shall):
18.5.1 stop using the Services and any Documentation; and
18.5.2 stop using the Services and any Documentation; and
18.6 Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the immediate possession date of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 termination or 11.3expiry, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow affect any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions provision of this Section, including the grant of access Agreement that is expressly or by implication intended to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providercontinue beyond termination.
Appears in 2 contracts
Sources: Master Saas Agreement, Master Saas Agreement
Term and Termination. 11.1 This (a) Unless extended or unless terminated under this Section 3, this Agreement shall commence on the Effective Date and shall continue will remain in effect for until December 31, 2014 (the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current “Term”).
11.2 Customer (b) After [...***...], Buyer may terminate this Agreement immediately upon written notice at any time without cause by giving [...***...] Seller, provided that Buyer shall: (i) pay to Service Provider Seller in one lump sum the event Service Provider (a) files applicable termination for convenience premium set forth in Appendix 4; [...***...] any petition outstanding Advance, after which the Advance shall be deemed to have been paid in bankruptcy; (b) has an involuntary petition full. Seller waives all termination claims not specifically reserved in bankruptcy filed against it; this Agreement.
(c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party party may terminate this Agreement upon written notice to if the other Party if such other Party party commits a material breach of this Agreement; provided, Agreement that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within remains uncured thirty (30) days after receipt of written notice detailing such written notice.
11.4 Except as provided in Section 16.13breach is delivered to such breaching party, following including but not limited to Seller’s failure to timely repay the expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to Advance. In the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under 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 GEE 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 Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider PO is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and accepted shall not be deemed a material breach of this Agreement [...***...] after such due date. In the event that Buyer provides notice of a material breach to become Seller for late delivery of components, Seller will deliver to Buyer a fixture written plan for the remediation of the hosting site(smaterial breach, for late delivery (“Late Delivery Remediation Plan”) or otherwise so related which will include a date by which Seller plans to fully remediate such material breach (the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.“Late Delivery Remediation Target
Appears in 2 contracts
Sources: Supply Agreement, Supply Agreement (Tpi Composites, Inc)
Term and Termination. 11.1 This Agreement 9.1. The Contract shall commence on the Effective Commencement Date and shall continue in effect for until the Term (as defined in expiry of the Cover Page) Term, or the expiry of any extension of any Term, unless otherwise terminated earlier in accordance with the terms of these Standard Termsthe Contract.
9.2. The Term After the expiry of the initial Term, the Contract shall automatically renew for successive one (1) year terms with each such one (1) year renewal extending the Renewal Terms set forth in the Cover Page, Term for such period unless Customer gives Service Provider written notice of non-renewal not to automatically renew is provided by either party at least thirty ninety (3090) days prior to the end expiry of the then-current TermTerm and where such notice is provided the Contract shall expire on the next renewal date.
11.2 9.3. SoftCo shall have the right without prejudice to any other remedies, at any time by giving notice in writing to the Customer may to terminate this Agreement immediately upon forthwith the Contract including the Licence, where Customer fails to pay the undisputed Price or any element of it, or any other undisputed cost or charge under any collateral or related agreement with SoftCo or any of its subsidiaries for any Product or Services, on the due date of payment and any such termination shall be deemed to be a termination by the Customer and a repudiation of the Contract as if the Customer had sought to voluntarily so terminate.
9.4. Either party may, by providing written notice, terminate the Contract:
9.4.1. where the other party commits any breach of any material term or condition of the Contract provided that if the breach in question is one which the Defaulting Party can effectively remedy then the said notice of termination shall not be effective to Service Provider in terminate the event Service Provider Contract unless the Defaulting Party fails within twenty (a20) files any petition in bankruptcydays of the date of such notice effectively to remedy the breach complained of; (b) or
9.4.2. where the other party ceases to carry on business or a substantial part thereof, enters into liquidation whether compulsory or voluntary other than for the purpose of amalgamation or reconstruction or compounds with its creditors generally or has an involuntary petition examiner or administrator appointed or has a receiver or manager appointed over all or any part of its assets or suffers execution or distress or takes or suffers any similar action in bankruptcy filed against it; (c) consequence of debt or becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability unable to pay its debts as they mature; (f) fall due.
9.5. On expiry or termination for any reason:
9.5.1. all rights and all Licences granted to the Customer under the Contract shall cease and be withdrawn;
9.5.2. the Customer shall cease all activities authorised by the Licence and cease any use of the Software;
9.5.3. SoftCo shall delete any Customer data held by SoftCo and, if requested, certify to Customer that it has a receiver appointed for its assets; (g) ceases conducting business in done so;
9.5.4. the normal course; (h) has Customer waives any significant portion entitlement to any re-payment of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing Price already paid and will remain liable for any unpaid portion of the Price except where termination is as a result of a breach by SoftCo;
9.5.5. the Customer shall immediately pay to SoftCo any sums due to SoftCo under the Contract including all sums due for any agreed Services for the remainder of the Term;
9.5.6. the Customer shall immediately destroy all copies of the Software then in its possession, custody or control and certify to SoftCo that it has done so in SoftCo’s required certification format;
9.5.7. the Customer shall allow SoftCo conduct a termination audit (in accordance with the provisions of Clause 7) and for the avoidance of doubt such right of audit shall continue as a right of SoftCo and an obligation on the Customer post any jurisdiction in termination or expiry provided it is exercised within twelve (12) months of such expiry or termination; and
9.5.8. all Products or Services which are requested post termination may be provided at SoftCo’s sole discretion, on an interim or ad hoc basis and if so supplied all such Products or Services provided for any interim period on an ad hoc basis shall be provided on SoftCo’s then prevailing rates and subject to the provisions of its assets are situatedSoftCo’s then standard terms but may be terminated by SoftCo at any time.
11.3 Either Party may 9.6. Where the Customer seeks to voluntarily terminate this Agreement upon written notice the Contract prior to the other Party if such other Party commits a material breach expiry of this Agreement; providedthe Term, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer it shall be entitled to do so provided it pays, immediately prior to any such termination, the immediate possession of Termination Amounts and the Customer acknowledges and accepts, in particular, the obligation to pay all Mining Equipment. If amounts as are provided for in the Agreement is terminated by Customer pursuant Termination Amounts having regard to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reasonoriginal agreed full Term, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate which the Price and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove each payment over the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is Term was calculated and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providerbased.
Appears in 2 contracts
Sources: General Terms and Conditions, General Terms and Conditions
Term and Termination. 11.1 This 9.1. Subject to any termination provisions in this Agreement, this Agreement shall commence on the Effective Contract Start Date and shall continue in effect for the Term an initial period of one (as defined in the Cover Page1) year ('Initial Term'). Thereafter, this Agreement shall continue for successive one (1) year periods (each an 'Extended Term') unless terminated earlier in accordance with and until the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider serves written notice of non-renewal on Sesame stating that the Customer does not wish to renew. Such notice shall be served at least thirty one (301) days month prior to the end expiry of the then-current Extended Term. The Initial Term and any Extended Term(s) shall together constitute the Term.
11.2 Customer 9.2. Without prejudice to any other rights or remedies that either Party may terminate this Agreement immediately upon written notice to Service Provider have under or in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects connection with this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either , either Party may terminate this Agreement upon written notice to the other Party if such if:
9.2.1 the other Party commits a material or persistent breach of this Agreement; providedAgreement that:
(a) is capable of being remedied and, following written notice to remedy the breach, that Party does not take steps to remedy the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt (or any longer period agreed by the parties in writing); or
(b) is not capable of such written noticebeing remedied;
9.2.2 the other Party is unable to pay its debts or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other Party (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, trustee, liquidator, administrator, or similar officer is appointed over all or any substantial part of the assets of the other Party or the other Party enters into or proposes any composition or arrangement with its creditors generally or anything analogous to the foregoing occurs in any applicable jurisdiction.
11.4 Except as provided in Section 16.13, following 9.3. Where during the expiration or termination Term of this the Agreement, all Customer’s rights under this Agreement shall terminate Sesame determines in its sole discretion that a relevant Sesame Lift requires an upgrade then Sesame and the Customer shall be entitled agree in writing the work and services required to upgrade the immediate possession of all Mining EquipmentSesame Lift and the costs for doing so (the “Upgrade Works”). If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3and Sesame cannot agree on the scope and/or cost of such Upgrade Works, then Customer either Party shall be reimbursed for have the cost right to terminate the Agreement upon the giving of relocating its Mining Equipment from Service Provider’s facility7 days’ notice.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.
Appears in 2 contracts
Sources: Service Contract, Service Contract
Term and Termination. 11.1 This 15.1 The term of this Agreement shall commence on the Effective Date and shall continue in effect for the Term (term of the last to expire of the UW's intellectual property right controlling Licensed Products, unless sooner terminated as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current Termthis Agreement.
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in 15.2 In the event Service Provider (a) files of any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a material breach of this Agreement; providedAgreement by either party (other than any breach of Company's obligations under Paragraphs 10.2, that 10.3, or 10.4), then the non-breaching Party other party shall deliver be entitled to terminate this Agreement by giving the breaching Party party written notice of such material termination, provided that:
(a) the terminating party has given the other party written notice of such breach and its intent to terminate this Agreement if the breaching Party shall have the right to cure such material breach is not cured within thirty (30) days after receipt the date of such written noticenotice or such later date as may be specified by the terminating party; and
(b) the breach is not cured within the cure period specified in the terminating party's notice and (a) above or, if the breach cannot reasonably be cured within such cure period, the party in breach commences to cure the breach within such cure period and thereafter diligently pursues the same to completion; and
(c) the notice of termination is given prior to completion of the cure.
11.4 15.3 Company shall have a right to terminate this Agreement or any license granted herein, with or without cause, upon ninety (90) days' prior written notice to UW.
15.4 Except as otherwise provided in Section 16.13Paragraph 10.5, following the expiration provisions under which this Agreement or any licenses, options, or obligations may be terminated or suspended shall be in addition to any and all other legal remedies which either party may have for the enforcement of any and all terms hereof, and do not in any way limit any other legal remedy such party may have.
15.5 Termination of this Agreement shall terminate all rights and licenses granted to Company relating to Licensed Products. Further, in such event, Company shall assign to UW and/or to any of the Developers as appropriate any and all Software Identifiers and Internet Domain Names, together with any goodwill if used as a trademark or service mark, ▇▇eviously assigned or transferred to Company by UW and/or Developers. Company may with the prior approval of UW fulfill any outstanding orders for the Licensed Products, and distribute any copies of Licensed Products remaining in its inventory for a period of ninety (90) days from the date of termination of this Agreement, .
15.6 Termination of any license granted herein shall terminate all Customer’s rights granted by UW to Company under this Agreement shall terminate and Customer shall be entitled relating to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed Licensed Products except that Company may fulfill any outstanding order for the cost Licensed Products, and distribute any copies of relocating Licensed Products remaining in its Mining Equipment inventory for a period of ninety (90) days from Service Provider’s facilitythe date of termination of license.
11.5 If either 15.7 Termination by UW or Company under the options set forth in this Agreement is terminated for shall not relieve Company from any reason, upon expiration of this Agreement, financial obligation to UW accruing prior to or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access after termination or from performing according to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or all other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access Agreement expressly agreed to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providersurvive termination.
Appears in 2 contracts
Sources: License Agreement (Go2net Inc), License Agreement (Go2net Inc)
Term and Termination. 11.1 This The initial term of this Agreement shall commence on the Effective Date and shall continue in effect for until the Term date that is three (as defined in 3) years from the Cover Page) Effective Date unless earlier terminated earlier in accordance with pursuant to the terms of these Standard Termshereof. The Term Thereafter, the Agreement shall automatically renew for the Renewal Terms set forth in the Cover Page, additional one (1) year renewal terms unless Customer gives Service Provider written either Party provides notice of non-renewal at least thirty ninety (3090) days prior to the end beginning of the then-current a Renewal Term.
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 . Either Party may terminate this Agreement upon thirty (30) calendar days prior written notice to the other Party if such the other Party commits a breaches or violates any of its material breach of obligations set forth in this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right fails to cure such material breach or violation within thirty (30) calendar days after receipt receiving written notice of such written breach or violation from the other Party. Further, after December 31, 2014, either Party may terminate this Agreement by giving the other Party thirty (30) days notice.
11.4 Except as provided in Section 16.13, following the expiration or . Upon termination of this Agreement, all CustomerDR shall cease referring business to the Company, each Party shall cease referring to itself as a referrer of potential clients to the other Party, and each Party shall promptly return or destroy any of the other Party’s rights under Confidential Information or other materials provided by the other Party in its possession or control. Notwithstanding such termination, the Included Clients Referral Fee and any Company Referral Fees earned through the satisfaction of the conditions set forth in Section 2 hereof prior to the effective date of such termination shall continue to be due and payable in accordance with the terms of this Agreement. In the event that Company terminates the Agreement due to an uncured breach by DR of any of its material obligations set forth in this Agreement, the Company shall have no obligation to pay DR any portion of the Included Clients Referral Fee not due as of the date of such termination. The provisions of this Agreement shall terminate and Customer shall be entitled to which, by their terms, require performance after the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration termination of this Agreement, or at Customer’s option upon cessation of services under this Agreement due have application to a Force Majeure Eventevents that may occur after such termination, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove survive the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions termination of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service ProviderAgreement.
Appears in 2 contracts
Sources: Referral Agreement, Referral Agreement (Accelerize New Media Inc)
Term and Termination. 11.1 9.1 The parties are bound by this Agreement from the Effective Date or from time both parties have executed this Agreement, whichever is earlier. The initial term shall last until one (1) year from the Effective Date. This Agreement shall commence on the Effective Date and shall continue in effect for the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall thereafter automatically renew for successive terms of one (1) year each unless either party provides the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider other party written notice of non-renewal at least thirty that it will not renew the Agreement no less than sixty (3060) days prior to the end of the then-current Terminitial term or a successive term.
11.2 Customer 9.2 In the event of a material breach of this Agreement, by either party, the other party may notify the party of material breach in writing specifying the manner in which this Agreement has been materially breached, and this Agreement shall terminate automatically thirty (30) days after such notice unless the material breach has been cured to the reasonable satisfaction of the non-breaching party. If RxAMERICA deems failure to pay a material breach under Article 5.8 or 5.9, DS shall have no right to cure.
9.3 RxAMERICA shall have failed to perform under this Agreement if RxAMERICA fails to meet the performance criteria set forth in Section 4.4(i) or (ii) with respect to 15% or more of the Prescriptions filled during any three consecutive day period within any 15 consecutive day period. DS will notify RxAMERICA if it has failed to perform for three consecutive days. RxAMERICA shall use its best efforts to immediately correct the problem. However, if such a lack of performance occurs in two consecutive 15-day periods or more than four times in 90-day period, DS shall have the right to terminate this Agreement immediately upon written notice without any additional cure period. Notwithstanding termination by DS under this Article 9.3 or RxAMERICA's failure to Service Provider meet performance criteria, DS shall remain obligated to pay any proper invoices for Pharmacy Services or Shipping Services performed by RxAMERICA prior to the termination of this Agreement.
9.4 If at any time during the term of this Agreement there shall be filed by or against either party in any court pursuant to any statute either of the event Service Provider (a) files United States or any petition in bankruptcy; (b) has an involuntary State a petition in bankruptcy filed against it; (c) becomes insolvent; (d) or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of that party's property, or if either party makes a general an assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed creditors or petitions for its assets; (g) ceases conducting business in or enters into such an assignment, the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party other party may immediately terminate this Agreement upon written notice to the other Party if such other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of party who filed or against whom was filed such material breach and the breaching Party shall have the right to cure petition or who made petition or entered into such material breach within thirty (30) days after receipt of such written noticeassignment.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.
Appears in 2 contracts
Sources: Pharmacy Services Agreement (Drugstore Com Inc), Pharmacy Services Agreement (Drugstore Com Inc)
Term and Termination. 11.1 14.1 This Agreement shall commence become effective on the Effective Date and date hereof and, unless earlier terminated in accordance with this Section, shall continue in effect for an initial term of three (3) years from the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms date of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current TermCommercial Launch.
11.2 Customer 14.2 Either party may terminate this Agreement immediately for any reason, at any time after the first anniversary of the Commercial Launch, upon ninety (90) days prior written notice to Service Provider in given after the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit first anniversary of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a material breach of this Agreement; providedCommercial Launch. In addition, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party Biogen shall have the right to cure such terminate this Agreement immediately in the event the FDA rejects the PLA/ELA filing, or if Biogen withdraws its PLA/ELA filing.
14.3 Either party may terminate this Agreement (i) for a material breach within by the other party upon thirty (30) days' prior written notice unless the breaching party cures the breach within such thirty (30) day period or (ii) in the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency, by or against the other party, or the appointment with or without the other parties' consent of a receiver for such party.
14.4 Upon receipt or delivery of a termination notice by Nova Factor or ninety (90) days after prior to expiration of this Agreement at the end of the term, as applicable, the parties shall begin to transition distribution of Product for Nova Factor's customers to a party to be designated by Biogen. Transition of distribution under this Section 14.4 shall mean the following:
(i) Biogen shall as soon as possible begin referring Nova Factor customers who contact Biogen's customer service department to the designated distributor.
(ii) At Biogen's request, Nova Factor shall provide notice to all of Nova Factor's customers of the change in distributors.
(iii) Nova Factor shall complete any reimbursement clearances and Product shipments then underway, but otherwise shall refer customers to the designated distributor.
(iv) Nova Factor shall transfer a copy of the Database and customer information, including prescription files, to the designated distributor, provided that if applicable patient confidentiality laws prohibit transfer of the customers' name to the designated distributor, Nova Factor shall transfer the Database and customer information using customer numbers instead of names.
(v) Nova Factor's obligation to order additional Product when its inventory falls to a one-week supply shall cease and Biogen shall repurchase any Product held in inventory by Nova Factor on the date of termination at the price paid for the Product by Nova Factor. After receipt of such written notice.
11.4 Except as the termination notice and during the period thereafter ending six months after termination, Nova Factor shall use reasonable efforts to cooperate with Biogen in ensuring the smooth transition of the services provided in Section 16.13by Nova Factor under this Agreement to the distributor designated by Biogen, following the expiration or provided that after termination of this Agreement, all Customer’s rights under this Agreement Biogen shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3reimburse Nova Factor for its reasonable out-of-pocket, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facilitynon- personnel-related expenses associated with such cooperation.
11.5 If either this Agreement is terminated for any reason14.5 Sections 9, upon 10, 11, 14.4, 15, 16, 17, and 22.7 shall survive termination or expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.
Appears in 2 contracts
Sources: Distribution and Services Agreement (Accredo Health Inc), Distribution and Services Agreement (Accredo Health Inc)
Term and Termination. 11.1 12.1 This Agreement shall commence on the Effective Date and shall continue will remain in effect for through February 28, 2027 (the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current “Term”).
11.2 12.2 Customer may terminate this Agreement immediately upon not less than ninety (90) days prior written notice to Service Provider in the event Service Provider (a) files Operating Partner for any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; reason or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situatedno reason.
11.3 12.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a breaches any material breach term or condition of this Agreement; providedAgreement and fails to remedy the breach within sixty (60) days (or ten (10) business days in the case of a failure to make payment in accordance with the terms of this Agreement subject to Section 3.3) after being given written notice thereof (a “Material Default). If this Agreement is terminated by either Party for a Material Default by the other Party, that the then such non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching defaulting Party shall have the right all rights at law or in equity with respect to cure such material breach within thirty (30) days after receipt Material Default and termination. Any termination of such written noticethis Agreement for a Material Default of this Agreement by Operating Partner shall be a default under any other credit agreement, loan agreement or other similar agreement between Operating Partner and Customer or any of its affiliates.
11.4 Except as provided in Section 16.13, following 12.4 Following the expiration or termination of this Agreement, all Customereach Party’s rights and obligations under this Agreement shall terminate and Customer shall be entitled to (i) the immediate prompt possession of all Customer Mining EquipmentEquipment or (ii) leave and abandon the Customer Mining Equipment at the Premises. If Upon expiration or termination of this Agreement, Customer shall have the right but not the obligation to arrange for the removal of the Customer Mining Equipment from the Premises at Customer’s sole cost and expense; provided, however, that if Customer terminates this Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, 12.3 and elects to remove the Customer Mining Equipment then Customer shall be reimbursed by Operating Partner for the reasonable cost of removing and relocating its the Customer Mining Equipment from Service Provider’s facilitythe Premises. Operating Partner shall make such reimbursement to Customer within thirty (30) days after such removal. If Customer elects to remove the Customer Mining Equipment from the Premises at the expiration or earlier termination of this Agreement, Customer shall have a period of forty-five (45) days after the date of such expiration or earlier termination to so remove the Customer Mining Equipment. Any Customer Mining Equipment not so removed by Customer within such forty-five (45) day period shall be deemed abandoned by Customer.
11.5 12.5 If either this Agreement is terminated or expires for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider Operating Partner shall provide Customer with immediate and unconditional timely supervised access to any hosting site(s) Premises in which Service Provider Operating Partner is hosting Customer’s the Customer Mining Equipment to allow and reasonably assist Customer to modify, protect, or remove the Customer Mining Equipment and, if Customer elects to remove the Customer Mining Equipment, Customer agrees to remove the Customer Mining Equipment within forty-five (45) days after such termination. The Parties agree that, although Service Provider Operating Partner may store, use, or install the Customer Mining Equipment at its hosting site(s)facility, the Customer Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) Premises or otherwise so related to the hosting site(s) Premises as to give rise to a similar interest to Service Provider Operating Partner under applicable real estate law. Service Provider Operating Partner shall not allow grant or otherwise facilitate any third party to obtain any lien, security interest, or other encumbrance to attach to any of the Customer Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider Operating Partner shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service ProviderOperating Partner, such as bankruptcy or other insolvency proceedings. Service Provider Operating Partner shall immediately promptly notify Customer if any such written claim or written notice related to the Customer’s Customer Mining Equipment is received by Service ProviderOperating Partner.
Appears in 2 contracts
Sources: Mining Services Agreement (Adit EdTech Acquisition Corp.), Mining Services Agreement (Adit EdTech Acquisition Corp.)
Term and Termination. 11.1 3.1. This Agreement shall commence on at the later of (i) the Effective Date or (ii) the approval of this Agreement by the Company's Board of Directors, and shall continue in effect for terminate ninety (90) days following the Term Listing Date (as defined in the Cover Page"Term") unless sooner terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms by either party as set forth in the Cover Pagesection 3.2, unless Customer gives Service Provider below.
3.2. This Agreement shall terminate with immediate effect as follows:
3.2.1. The Company may terminate this Agreement without cause for any reason upon thirty (30) days' written notice to the Consultant;
3.2.2. The Consultant may terminate this Agreement without cause for any reason upon thirty (30) days' written notice to the Company;
3.2.3. The Company may terminate this Agreement without further action or notice in the event that the Consultant shall have breached a material term of non-renewal at least this Agreement and such breach shall continue without cure for thirty (30) days prior to the end following written notice of the then-current Term.such breach;
11.2 Customer 3.2.4. The Consultant may terminate this Agreement immediately upon written without further action or notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for that the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences Company shall have breached a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any term of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if and such other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to continue without cure such material breach within for thirty (30) days after receipt following written notice of such written notice.breach;
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s rights under this 3.2.5. This Agreement shall terminate without further action or notice if the listing of the NASDAQ Shares on the NASDAQ Small Cap Market is denied by NASDAQ or any regulatory authority for any reason or if listing on any other exchange designated by the Company is denied by such exchange or any regulatory authority for any reason, and Customer shall be entitled in each such case such denial is final and not subject to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facilityappeal.
11.5 If either 3.3. In the event this Agreement is terminated for pursuant to sections 3.2.1 or 3.2.4, above, prior to the Listing Date, the Company shall be obligated to comply with sections 2.5 and 2.6 in accordance with their respective terms if the Company completes the listing of the NASDAQ Shares on the NASDAQ Small Cap Market and the Company elects to use any reason, upon expiration one of the three market-makers identified by the Consultant pursuant to Section 1.1.2 of this Agreement. In the event this Agreement is terminated pursuant to sections 3.2.1 or 3.2.4, above, on or after the Listing Date, the Company shall be obligated to comply with sections 2.5 and 2.6 in accordance with their respective terms.
3.4. In the event this Agreement is terminated pursuant to sections 3.2.2, 3.2.3 or 3.2.5, above, the Company shall have no further obligation to pay any amount to, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to issue any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, NASDAQ Shares or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, Option I or install the Mining Equipment at its hosting site(s)Option II to, the Mining Equipment is Consultant, and to the extent any NASDAQ Shares or Option I or Option II shall remain have been issued to the exclusive property of Customer and Consultant prior to such termination, they shall not be deemed to become a fixture of be cancelled and forfeited and the hosting site(s) or otherwise so related Consultant shall return all evidence thereof to the hosting site(s) as Company without any further action or notice by the Company.
3.5. In the event the Company elects in its discretion to give rise delay the Project but does not elect to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipmentterminate this Agreement, and shall defend thereafter elects in its discretion to proceed with the Project, the Consultant shall, upon such election to proceed, continue to perform its obligations under and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of in accordance with this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service ProviderAgreement.
Appears in 2 contracts
Sources: Consulting Agreement (On Track Innovations LTD), Consulting Agreement (On Track Innovations LTD)
Term and Termination. 11.1 This 2.1 The Initial Term of this Agreement shall commence on be for the period specified in the Proposal commencing as of the Effective Date and shall continue in effect for (the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current “Initial Term”).
11.2 Customer may 2.2 MSP is authorized to: (a) terminate this Agreement immediately upon written notice (and/or associated Order(s)) if Customer fails to Service Provider in pay any applicable fees due under this Agreement or any Order within 60 days of the event Service Provider (a) files any petition in bankruptcydate of becoming due; or (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the if Customer commits any other Party if such other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach Agreement and the breaching Party shall have the right fails to cure such material breach within thirty (30) days after from the receipt of written notice from MSP directing the Customer to cure such written noticebreach; or (c) terminate this Agreement in case of prolonged Force Majeure that extends for a cumulative period of 30 (thirty) days – as defined herein.
11.4 Except 2.3 Upon any termination of the right to use a product/service, Customer will immediately uninstall (if the product/ service is software) and cease to use the terminated product/service and, upon MSP’s written request, where applicable, immediately return such product to MSP, together with all related documentation, and copies thereof. Upon written request from MSP, Customer will promptly certify in writing, in the format at Schedule B, to MSP that all copies of the product have been returned, and that any copies not returned have been destroyed and that the Customer shall refrain from any further use of the product/service.
2.4 If the termination is with respect to a service, Customer will promptly pay MSP for all services rendered along with all expenses incurred through the termination date. MSP may terminate any license granted for a Deliverable (as provided defined below) if:
(i) Customer does not pay MSP for that Deliverable in Section 16.13accordance with this Agreement, following or
(ii) if Customer materially breaches any part of this Agreement that affects this clause 2.4 and the expiration or obligations herein
2.5 It is expressly recorded that all dues outstanding and payable as of the date of termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facilityremain payable even after termination.
11.5 If 2.6 After the Initial Term, this agreement shall automatically renew for subsequent periods of the same length as the Initial Term unless either this Agreement is terminated for any reason, upon Party gives the other written notice of termination at least sixty (60) days prior to expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service ProviderInitial Term.
Appears in 2 contracts
Sources: Haas Service Agreement, Infinicloud Service Agreement
Term and Termination. 11.1 This The term of this Agreement shall commence be effective as of the date the applicable Customer’s representative checked the “I Accept” as described on above (the “Effective Date Date”), and shall continue in with full force and effect for until the Term (later of delivery of the applicable Survey Materials, completion of any applicable services and delivery of any other information as defined set forth in the Cover Page) Quotation, unless the Agreement is terminated earlier in accordance with the terms provisions of these Standard Terms. The Term shall automatically renew for this article (the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current “Term”).
11.2 In the case the Customer is located in the Province of Ontario, IQMH may immediately terminate the Agreement for convenience and without liability to the Customer, upon written notice, in the event the Ontario Ministry of Health terminates or reduces any funding to IQMH for the Proficiency Testing program in Ontario.
11.3 IQMH may terminate this the Agreement immediately for convenience and without liability to the Customer upon twelve (12) months written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situatedCustomer.
11.3 11.4 Either Party may terminate this Agreement upon for cause and with immediate effect by written notice to the other Party if such in the event the other Party commits a material breach Party: (i) breaches the terms of Article 8 (Confidentiality and Personal Information) or Article 7 (Intellectual Property) or (ii) breaches any other Articles of this Agreement; provided, that including any breach of the Agreement and such breach remains uncured for a period of fifteen (15) days following the date of the Notice by the non-breaching Party; or (iii) in the case of bankruptcy or insolvency proceedings are instituted by or against the other Party, or the other Party shall deliver is adjudicated a bankrupt, becomes insolvent, makes an assignment for the benefit of creditors or proposes or makes any arrangements for the liquidation of its debts or a receiver or manager is appointed with respect to all or any part of the breaching Party written notice assets of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written noticeother Party.
11.4 Except as provided in Section 16.13, following the expiration 11.5 Upon expiry or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and the Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipmentshall, and shall defend cause Customer Personnel, to cease using IQMH’s Confidential Information, Intellectual Property, and hold use of the Portal. The Customer harmless from any claim by a third party of any such lien, security interestshall immediately return to IQMH, or encumbrance. Service Provider shall take securely destroy, with certification thereof provided to IQMH, without any right of compensation or indemnity, all necessary action IQMH’s Confidential Information and Intellectual Property disclosed to effectuate or received by the provisions of this SectionCustomer or Customer Personnel, or to which the Customer, or Customer Personnel, has had access through the Portal, during the Term, including all copies, reproductions, and any part thereof. For clarity, the grant of access to Customer, notwithstanding foregoing excludes any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service ProviderProficiency Testing Survey results.
Appears in 2 contracts
Sources: Proficiency Testing Agreement, Proficiency Testing Agreement
Term and Termination. 11.1 This Agreement (a) The Term shall commence begin on the Effective Date and shall will continue in effect for the a Term of one (as defined in the Cover Page1) year or unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew sooner as provided herein.
(b) Nissan may terminate this Agreement for the Renewal Terms its convenience upon thirty (30) days’ notice to Company.
(c) In addition to other termination rights expressly set forth in the Cover Pagethis Agreement, unless Customer gives Service Provider either party may terminate this Agreement effective upon written notice to the other if the other party violates any covenant, agreement, representation, or warranty contained herein in any material respect or defaults or fails to perform any of non-renewal at least its obligations or agreements hereunder in any material respect, which violation, default or failure is not cured within thirty (30) days prior after notice thereof from the non-defaulting party stating its intention to the end terminate this Agreement by reason thereof. Material breach by Company includes: (i) breach of any restrictions or otherwise infringing Nissan’s proprietary rights by Company or third parties; (ii) violation of the then-current Termlicense grants; (iii) nonpayment of fees; (iv) attempts to assign this Agreement; or (vii) breach of confidentiality obligations.
11.2 Customer (d) If underpayment or nonpayment of the Fees occurs more than two (2) times, then Nissan will have the right to terminate this Agreement immediately for cause and Company shall have no right to cure.
(e) Either may terminate this Agreement immediately upon by delivering written notice to Service Provider in the event Service Provider other party upon the occurrence of any of the following events: (ai) files any petition in bankruptcya receiver is appointed for either party or its property; (bii) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) either makes a general assignment for the benefit of its creditors; (eiii) admits in writing its inability to pay its debts as they matureeither party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor's relief law, which proceedings are not dismissed within sixty (60) days; or (iv) either party is liquidated or dissolved.
(f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party Nissan may terminate this Agreement upon written notice to the other Party if such other Party commits a material breach of this Agreement; providedextent any continued performance by the Company is deemed to be unlawful, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written noticeas determined in Nissan’s sole reasonable discretion.
11.4 Except as provided (g) Any provision in Section 16.13this Agreement that, following the in order to give proper effect to its intent, would or should survive any expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facilityso survive.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.
Appears in 2 contracts
Sources: Data License Agreement, Data License Agreement
Term and Termination. 11.1 33.1 This Agreement shall commence becomes effective on the Effective Date and shall continue remain in effect force for the Term 5 (as defined in the Cover Pagefive) unless terminated earlier in accordance with the terms of these Standard Terms. The Term years and shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days be renegotiated prior to the end of termination date (the then-current “Term”).
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either 33.2 Neither Party may terminate this Agreement upon written notice during the Term.
33.3 In the event that this Agreement is not extended or superseded by the Parties then the Parties agree to negotiate in good faith (i) the transfer, access or license to Pre-existing Intellectual Property, (ii) the transfer of any results and know-how from the Development Project, (iii) transfer of materials and documentation, and (iv) cooperation of the Parties in order to secure that both Parties can exploit the results from the Development collaboration within the Field of Use of this Agreement in the future.
33.4 In the event that either Party fails or becomes unable to substantially perform any of its obligations or undertakings to be performed under this Agreement, and such default is not otherwise addressed herein, the other Party if such other Party commits a material breach of this Agreement; provided, that shall provide to the non-breaching performing Party shall deliver a written notification of such default.
33.5 If such default is not cured within forty-five (45) Calendar Days to the breaching Party written notice mutual satisfaction of such material breach and both Parties, the breaching other Party shall have the right to terminate this Agreement without providing further notice and opportunity to cure for the non-performing Party. If the default mentioned in Article 33.3 is lack of payment, the time frame defined in this Article 33.5 shall be ten (10) Business Days.
33.6 Termination of this Agreement shall not in any way affect the validity of any notice served to either Party prior to such material breach within thirty (30) days after receipt termination becoming effective. If termination is caused by lack of payment, all Purchase Orders served and not yet delivered shall be terminated.
33.7 The provisions of this Agreement shall without restriction continue to apply to the execution of such written noticeorders.
11.4 Except as provided 33.8 Either Party may with immediate effect terminate the Agreement in Section 16.13writing upon the occurrence of one or more of the events specified in Article 33.9. This Article 33.8 shall be limited by statutory rules applicable in the country where the situations listed below take effect.
33.9 The events are:
33.9.1 A Party passing a resolution for its winding-up or a court of competent jurisdiction making an order for the Breaching Party’s winding-up or dissolution.
33.9.2 The making of an administration order in relation to a Party or the appointment of a receiver or receiver and manager over, following or the expiration taking possession or sale by an encumbrance taking possession of or selling an asset of a Party.
33.9.3 Lasting material violation on the part of either Party hereto of its contractual obligations and failure to stop or remedy such violation despite a hortatory letter from the other Party.
33.10 In the event that DakoCytomation’s termination of this AgreementAgreement based on Clarient’s default or the existence of one of the events listed in Article 33.9, all Customerthe Parties agree to be bound by and to follow the procedure in Articles 8.15 to 8.24 in order for DakoCytomation to maintain and secure DakoCytomation’s rights continuing production and further development of the Products and continuation of the Research and Development Projects described in Article 29.
33.11 Exercise of the right of termination afforded to either Party under this Agreement shall terminate and Customer shall be entitled to not prejudice any legal rights or remedies either Party may have against the immediate possession other in respect of all Mining Equipment. If any breach of the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration terms of this Agreement.
33.12 The following Articles shall survive a termination: Article 12, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure EventArticle 15, Service Provider shall provide Customer with immediate Article 16, Article 19, Article 30, Article 31, Article 32 and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service ProviderArticle 43.
Appears in 2 contracts
Sources: Distribution Agreement (Chromavision Medical Systems Inc), Distribution Agreement (Clarient, Inc)
Term and Termination. 11.1 Employee will be employed under this Agreement for an initial term of two years (the "Initial Term"), beginning on the date of the Agreement (the "Effective Date"). This Agreement shall commence on renew for successive one year periods after the Effective Date completion of the Initial Term unless either party gives written notice of termination at least 30 days prior to the expiration of the Initial Term or any renewal term. Notwithstanding the foregoing, either party may terminate this Agreement at any time, with or without cause, by giving 30 days written notice of termination to the other party, and shall continue in effect for upon termination, neither party will have any continuing obligation to the Term other party, except as follows:
(a) if the Company terminates this Agreement without Cause (as defined in the Cover Pagebelow) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current first year of the Initial Term.
11.2 Customer may terminate , then the Company will be obligated to continue paying Employee's base salary and employee benefits pursuant to Section 4 hereof for a period of six (6) months after such termination; and (b) the provisions of Sections 5, 6 and 7 hereof will survive any termination of this Agreement immediately upon written notice to Service Provider for any reason in the event Service Provider accordance with their terms. As used in this Agreement, termination for "Cause" shall mean any termination of Employee for (a) files any petition in bankruptcyrefusal to perform duties assigned, or disobedience of orders and directives issued to Employee; (b) violation of any rule or regulation of which Employee has an involuntary petition in bankruptcy filed against it; notice and that may be established from time to time for the conduct of the Company's business, (c) becomes insolvent; unlawful misconduct by Employee, including, without limitation, the commission of an act of fraud or embezzlement against the Company or commission of a crime involving moral turpitude, (d) makes a general assignment for the benefit of creditors; consistent willful misconduct or negligence in performing Employee's duties hereunder, (e) admits breach of fiduciary duty in writing its inability to pay its debts as they mature; connection with Employee's employment by the Company or (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion breach of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a material breach terms of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.
Appears in 2 contracts
Sources: Employment Agreement (Netpliance Inc), Employment Agreement (Netpliance Inc)
Term and Termination. 11.1 17.1 This Agreement shall commence on become effective as of the Effective Date Date, and shall continue remain in effect for initially until the Term (as defined in Expiration Date, or otherwise terminated by the Cover Page) unless terminated earlier Parties in accordance with the terms provisions of these Standard Terms. The Term shall automatically renew for this Agreement (“Term”).
17.2 This Agreement may be terminated by a Party, with written notice, without prejudice to any other rights such Party may have, upon the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice occurrence of non-renewal at least thirty (30) days prior to the end either one or more of the then-current Term.following events stated below:
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider a) by either Party in the event Service Provider (a) that the other Party voluntarily files any petition in bankruptcy; (b) has an involuntary a petition in bankruptcy or has such a petition involuntarily filed against it; it (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach petition is not discharged within thirty (30) days after receipt filing), or is placed in an insolvency proceeding, or if an order is issued appointing a receiver or trustee or equivalent official or a levy or attachment is made against a substantial portion of its assets which order shall not be vacated, or set aside within thirty (30) days from date of issuance, or if any assignment for the benefit of its creditors is made;
b) by either Party in the event that the other has failed in the performance of any material contractual obligation herein contained or has otherwise breached this Agreement, provided that such default or breach is not remedied to the Party’s reasonable satisfaction within thirty (30) days after written notice to the other Party specifying the nature of such written noticedefault and requiring remedy of the same;
c) by Customer in the event [***] fails to perform the obligations as set out in Section 2.4; or Master Supply Agreement – [***] 12
d) by [***] in the event that Customer fails to pay the Deposit or Incremental Deposit to [***] as required under Section 2.3.
11.4 Except as provided in Section 16.13, following 17.3 Termination of this Agreement for any reason shall not affect any obligation which from the expiration or context thereof is intended to survive the termination of this Agreement, all Customer’s rights under including without limitation, Sections 1, 9, 10, 11, 12, 14, 15, 17, 18, 19, and 20 of this Agreement which shall terminate and Customer shall continue to be entitled binding upon the Parties to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facilityextent stated therein (where applicable).
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.
Appears in 2 contracts
Sources: Master Supply Agreement (Powersecure International, Inc.), Master Supply Agreement (Powersecure International, Inc.)
Term and Termination. 11.1 14.1 This Agreement shall agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue in effect for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods defined by the Renewal Period, unless:
(as defined in a) either party cancels the Cover PageSubscription; or
(b) unless otherwise terminated earlier in accordance with the terms provisions of these Standard Terms. The this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall automatically renew for the Renewal Terms set forth in the Cover Pageconstitute the
14.2 Without affecting any other right or remedy available to it, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.
11.2 Customer either party may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon agreement with immediate effect by giving written notice to the other Party if 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 5 days after being notified in writing to make such payment;
(b) the other Party party commits a material breach of any other term of this Agreement; providedagreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement.
14.3 Scienap or the Customer may terminate this agreement at any time for any reason. Scienap must provide at least 30 days notice if the Customer is not in default. The Customer does not need to provide any notice and will be refunded if applicable in accordance with clause 14.4. This refund is unconditional.
14.4 On termination of this agreement for any reason:
(a) all licences granted by Scienap under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
(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) Scienap may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with clause (b), unless Scienap receives, no later than ten days after the date of termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data held by Scienap. Scienap shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the non-breaching Party Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall deliver pay all reasonable expenses incurred by Scienap in returning or disposing of Customer Data if termination is due to the breaching Party written notice Customer;
(d) any rights, remedies, obligations or liabilities of such material breach and the breaching Party shall parties that have accrued up to the date of termination, including the right to cure such material claim damages in respect of any breach within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following the expiration agreement which existed at or before the date of termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of affected or prejudiced;
(e) the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if pay to Scienap all sums outstanding under this agreement; and
(f) Scienap will refund any such claim or notice related unused Subscription Fees to the Customer’s Mining Equipment . An administration fee may be charged by Scienap for termination. This fee will not exceed £30+VAT or 30 days Subscription Fees, whichever is received by Service Providerthe lower.
Appears in 2 contracts
Sources: Software Agreement, Software Agreement
Term and Termination. 11.1 10.1 This Agreement shall commence on the Effective Date and shall continue in effect for the Term (as defined set out in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-Order and any subsequent renewal at least thirty (30) days prior to the end of the then-current Termterm.
11.2 Customer 10.2 Either party may by notice in writing terminate this Agreement immediately upon written notice to Service Provider in with immediate effect if:
10.2.1 the event Service Provider other party commits a breach of any of the provisions of this Agreement, and:
(a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit breach is capable of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to remedy and the other Party if such other Party commits a material breach of this Agreement; provided, that party fails to remedy the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after of receipt of such a written notice;
(b) the breach is not capable of remedy; or
(c) the breach is a material breach;
10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or
10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2.
11.4 Except as provided 10.3 The Company shall be entitled to terminate this Agreement with immediate effect by notice in Section 16.13, following writing if at any time during the expiration Term or termination any renewal term:
10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6;
10.3.2 the Client commits a breach of this Agreement, all Customer’s rights under and the breach is a minor breach which individually would not cause termination but has continued persistently; or
10.3.3 the Client is subject to a Change of Control Event; and / or
10.3.4 specific provisions set out in the relevant Service Specifications apply.
10.4 Termination of this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access reason is without prejudice to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment rights or obligations that may have accrued to allow Customer to modify, protect, or remove either party as at the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property date of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providertermination.
Appears in 2 contracts
Sources: General Terms and Conditions, General Terms and Conditions
Term and Termination. 11.1 9.1 This Agreement shall commence on
9.2 The Initial Term of 3 years shall commence on the Effective Date and shall continue in effect for the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. Agreement date stated at clause 9.1.
9.3 The Term of this Agreement shall automatically renew repeat continually for the Renewal Terms set forth in the Cover Page, additional 3 year periods unless Customer gives Service Provider written notice of non-renewal or until terminated by one Party providing at least thirty (30) days 3 calendar months prior to the end of the then-current Term.
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other to expire at the end of the Initial Term or on any subsequent 3 year anniversary term thereafter.
9.4 Either Party has the right to terminate the Agreement immediately if such other Party commits the other:
9.4.1 has committed a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice unless such breach is capable of such material breach and the breaching Party shall have remedy, in which case the right to cure such material terminate immediately will be exercisable if the other Party has failed to remedy the breach within thirty (30) 30 days after a written notice to do so; or
9.4.2 goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.
9.5 Further in the event of
(i) Termination (that may conclude suspension); or
(ii) Any breach of a Customer Payment Obligation for whatever reason the Customer will on receipt of demand, pay to Reduce My Bills Ltd the Breach Fee. The Breach Fee shall entirely at Reduce My Bills Ltd discretion with be a payment either
(i) Representing the Subscription Payment or such written noticebalance of the Subscription Payment yet to be paid to Reduce My Bills Ltd
(ii) A fixed amount of £750. VAT is due to be paid on a Breach Fee.
11.4 Except as provided 9.5.1 The Customer agrees that the Breach Fee is due to be paid within seven days of receiving demand for the same and that it enjoys no right of set off, defence, counter claim or other reason to withhold or delay payment. The Customer agrees that the Breach Fee, represents the reimbursement of loss suffered by Reduce My Bills Ltd resulting from the Customer non-payment Breach. It does not represent an unfair gain or windfall on the part of Reduce My Bills Ltd that is in Section 16.13, following the expiration nature of or termination is capable of falling within the definition of a penalty. The Subscription Payment for the purposes of this Agreementclause is calculated on the basis of the subscription charge and period as set out in the Contract at Schedule 2.
9.6 Any and all rights and obligations of the Parties which either expressly or by their nature continue beyond the termination, all Customer’s rights under cancellation or expiration of this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services survive termination under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service ProviderClause 9.
Appears in 2 contracts
Sources: Procurement Supply Subscription Agreement, Procurement Supply Subscription Agreement
Term and Termination. 11.1
15.1 This Agreement shall shall, unless otherwise terminated as provided in this clause 15, commence on the Effective Date and shall continue in effect for the Term a period of 12 months (as defined in the Cover Page"Initial Subscription Term") unless terminated earlier in accordance with its terms. Upon expiry of the Initial Subscription Term, this Agreement shall be automatically renewed for successive terms of these Standard Terms. The Term shall automatically renew for 12 months (each a "Renewal Period"), unless:
(a) either party notifies the Renewal Terms set forth other party of termination, in the Cover Pagewriting, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) 30 days prior to before the end of the then-current 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; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the "Subscription Term".
11.2 Customer 15.2 Without affecting any other right or remedy available to it, the Supplier may terminate this Agreement immediately upon with immediate effect by giving written notice to Service Provider in the event Service Provider other party if:
(a) files the Customer fails to pay any petition amount due under this Agreement on the due date for payment and remains in bankruptcy; default not less than 30 days after being notified in writing to make such payment;
(b) has an involuntary petition the Customer commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in bankruptcy filed against itwriting to do so; or
(c) becomes insolvent; the Customer repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement.
15.3 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:
(da) makes a general assignment for the benefit other party suspends, or threatens to suspend, payment of creditors; (e) admits in writing its inability debts or is unable to pay its debts as they mature; fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency ▇▇▇ ▇▇▇▇;
(b) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
(e) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(f) has a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed for its assets; over the assets of the other party;
(g) ceases conducting business in a creditor or encumbrancer of the normal course; other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
(h) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; an effect equivalent or (j) experiences an event analogous similar to any of the foregoing events mentioned in any jurisdiction in which any clause 15.3(a) to clause 15.3(f) (inclusive); or
(i) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its assets are situatedbusiness.
11.3 Either Party may terminate 15.4 On termination of this Agreement upon written notice for any reason:
(a) all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services;
(b) each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other Party if such other Party commits a material breach party;
(c) the Supplier may destroy, delete or otherwise dispose of this Agreement; providedany of the Customer Data in its possession, that unless the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty Supplier receives, no later than ten (3010) days after receipt the effective date of such written notice.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all Customer’s rights under this Agreement shall terminate fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall be entitled pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the immediate possession date of all Mining Equipment. If termination, including the right to claim damages in respect of any breach of the Agreement is terminated by Customer pursuant to Section 11.2 which existed at or 11.3, then Customer shall be reimbursed for before the cost date of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and termination shall not be deemed to become a fixture of the hosting site(s) affected or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providerprejudiced.
Appears in 2 contracts
Sources: Software as a Service Subscription Agreement, Software as a Service Subscription Agreement
Term and Termination. 11.1 19.1. This Agreement shall commence on Contract is effective from the Effective Date and shall continue remain in effect for the Term (as defined in the Cover Page) unless terminated force, absent earlier termination in accordance with this Section 19., for a term of seven (7) years (the terms of these Standard Terms. The Term “Initial Term”), and shall automatically renew extend for a further term of two (2) years (the “Renewal Terms set forth in the Cover PageTerm”), unless Customer either Party gives Service Provider at least eighteen (18) months’ written notice of non-renewal to terminate the Contract at least thirty (30) days prior to the end of the then-current Initial Term or at any time during the Renewal Term. The Parties may mutually agree to extend the term of this Contract following the end of the first Renewal Term for further periods of two (2) years, and each such two (2) year period shall be an additional Renewal Term. The Initial Term and any Renewal Term(s) shall constitute the “Term”. [***].
11.2 Customer 19.2. Termination of this Contract shall not [***].
19.3. If a Party materially breaches any material term or condition of this Contract, the other Party may terminate this Agreement immediately upon written notice to Service Provider in notify the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits breaching Party in writing its inability of such breach, setting forth the nature of the breach in reasonable detail. If the breaching Party fails to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in cure such breach within [***] after the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any receipt of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to from the other Party if such other Party commits a material breach of this Agreement; providednon-breaching Party, that the non-breaching Party shall deliver may terminate this Contract effective immediately upon a second written notice to the breaching Party Party.
19.4. Customer may terminate this Contract at its election on [***] written notice to ▇▇▇▇▇▇▇▇▇▇ if the Initial Technology Transfer has finally not been completed by June 30, 2017, subject to any Exit Fees payable under Section 10. for any Binding Forecast placed by Customer prior to such termination, provided that (a) this Section 19.4. shall not apply if the failure to complete the Initial Technology Transfer by June 30, 2017 is the result of Customer’s [***] or [***] in [***] necessary for ▇▇▇▇▇▇▇▇▇▇ to [***], and (b) if the Initial Technology Transfer is completed after June 30, 2017, and Customer has not exercised its right to terminate the Contract under this Section 19.4. prior to such material breach and completion of the breaching Party Initial Technology Transfer, Customer shall have the right to cure such material breach within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s rights [***] under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility19.4.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.
Appears in 2 contracts
Sources: Commercial Supply Agreement, Commercial Supply Contract (Prothena Corp PLC)
Term and Termination. 11.1 This 9.1. The Agreement shall commence on the Effective Date first day of the Initial Subscription Period and shall continue in effect for the Term Initial Subscription Period. Thereafter, this Agreement may be renewed by the parties for such further period as they may agree to in writing (the “Renewal Period”).
9.2. Maynooth University (acting as defined agent on behalf of the Members) may terminate this Agreement without cause by notifying the Publisher, in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Pagewriting, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) sixty days prior to before the end of the then-current Termrelevant Subscription Year, in which case this Agreement shall terminate upon the expiry of the applicable Subscription Year.
11.2 Customer 9.3. Maynooth University (acting as agent on behalf of the Members) may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon with immediate effect by written notice to the other Party Publisher if such other Party commits the Publisher is in material breach of any obligation under this Agreement and, in the event of a material breach capable of this Agreement; providedbeing remedied, that fails to remedy the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after of receipt of notice in writing of such written noticebreach.
11.4 Except as provided 9.4. A Member’s participation in Section 16.13this Agreement may be terminated with immediate effect by the Publisher on written notice if the Member is in material breach of any obligation under this Agreement and, following in the expiration or termination event of a material breach capable of being remedied, fails to remedy the breach within thirty (30) days of receipt of notice in writing of such breach.
9.5. If a Member’s participation in this Agreement, all CustomerAgreement is terminated then that Member’s further rights and obligations under this Agreement shall terminate and Customer cease upon the effective date of such termination, but such termination:
9.5.1. shall be entitled to not prejudice any rights or liabilities of any party in connection with that Member which may have arisen on or before the immediate possession effective date of all Mining Equipmentsuch termination; and
9.5.2. If shall have no effect on the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for continuation in force of the cost of relocating its Mining Equipment from Service Provider’s facilityAgreement.
11.5 If either 9.6. Upon termination of this Agreement (except where a Member’s participation in this Agreement is terminated under clause 9.4) the Publisher will provide (at the option of Maynooth University) the Members and Authorised Users with access to and use of the full text of the Licensed Material which was published and paid for within the term of this Agreement and under any reasonpreceding agreements (where applicable) between the Publisher and the Members, upon expiration without charge, by one or more of the following options:
9.6.1. continuing online access to archival copies of the same Licensed Material on the Publisher's server; or
9.6.2. by supplying archival copies of the same Licensed Material to the Members in an electronic medium mutually agreed between the parties; or
9.6.3. supplying archival copies of the same Licensed Material to a central archiving facility operated on behalf of the Members or other archival facility; or
9.6.4. granting access to the same Licensed Material through one of the e- journals archiving solutions as listed in Schedule 3 – Industry Standards and Related Obligations.
9.6.5. For the avoidance of doubt, access to and use of archival copies shall be subject to the terms and conditions as set out in Clauses 3 and 4 of this Agreement.
9.7. Members are permitted to:
9.7.1. mount the archival copies of the Licensed Material supplied by the Publisher in accordance with Clauses 9.6.1 and 9.6.3;
9.7.2. communicate, make available and provide access to such Licensed Material via a Secure Network to Authorised Users in accordance with the terms of this Agreement;
9.7.3. make copies of or at Customer’s option upon cessation re-format the Licensed Material contained in the archival copies supplied by the Publisher in any way to ensure their future preservation and accessibility in accordance with this Agreement;
9.8. In the event that ownership of services under a part or parts of the Licensed Material is sold by the Publisher or otherwise transferred to another publisher, the Publisher will use all reasonable efforts to retain a non-exclusive copy of the volumes published during the term of this Agreement due and make them available without charge to Members:
9.8.1. through the Publisher’s server; or
9.8.2. by supplying such material without charge to Members in accordance with the procedure described in Clause 9.6.
9.9. In the event that the Publisher ceases to publish a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, part or remove parts of the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install Licensed Material (including back issues of a title as part of the Mining Equipment at its hosting site(sLicensed Material), the Mining Equipment is and shall remain Publisher will:
9.9.1. maintain a digital archive of such Licensed Material;
9.9.2. make the exclusive property of Customer and shall not be deemed digital archive available to become a fixture of Members without charge either through the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lienPublisher’s server, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by via a third party of any such lien, security interest, server (including e- journals archiving initiatives as listed in Schedule 3 – Industry Standards and Related Obligations) or encumbranceby supplying the digital archive to Member without charge in accordance with the procedure described in Clause 9.6.
9.10. Service Provider shall take all necessary action The archival copies supplied in accordance with Clauses 9.6.1 to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider9.
Appears in 2 contracts
Sources: License Agreement, License Agreement
Term and Termination. 11.1 This (a) The term of this Agreement shall commence on is one year form the Effective Date and shall continue in effect for the Term (as defined in the Cover Page) unless terminated earlier in accordance with of this Agreement, subject to the terms of these Standard Termsand conditions set forth below regarding early termination (the ‘Term”). The Term of this Agreement shall automatically renew extend for the Renewal Terms set forth in the Cover Page, successive one year terms unless Customer gives Service Provider written notice of non-renewal sooner termination as provided herein.
(b) This Agreement may be terminated at least thirty any time by either party for its convenience upon ninety (3090) days prior written notice. Each of the parties has considered its expenditure in preparing for performance of, and performing, this Agreement and possible losses resulting form its termination. It is expressly understood that this right of termination is absolute and that neither party shall be liable to the end other for damage in case of the then-current Termtermination of this Agreement for convenience.
11.2 Customer (c) This Agreement may terminate this Agreement immediately upon written notice to Service Provider also be terminated in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion one party’s breach of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if terms and conditions set forth herein, providing that such other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach is not remedied within thirty (30) business days after receipt of the breaching party having received written notice of such written noticebreach.
11.4 Except as provided in Section 16.13, following (d) The obligations of Receiving Party herein shall be effective from the expiration or termination of this Agreement, all Customer’s rights under date Disclosing Party last discloses any Confidential Information to Receiving Party pursuant to this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If date when the Agreement Confidential Information disclosed to Receiving Party is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facilityno longer confidential.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s(e) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s)Further, the Mining Equipment is and shall remain the exclusive property of Customer and obligation not to disclose shall not be deemed to become affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Receiving Party, nor by the rejection of any agreement between Disclosing Party and Receiving Party, by a fixture trustee of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interestReceiving Party in bankruptcy, or other encumbrance to attach to by the Receiving Party as a debtor-in-possession or the equivalent of any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providerforegoing under local law.
Appears in 2 contracts
Sources: Confidentiality Agreement, Oem/Odm Solutions Start Up Kit
Term and Termination. 11.1 17.1 This Agreement shall commence on the Effective Date and shall continue remain in effect for the Term until terminated.
17.2 This Agreement will terminate:
(as defined in the Cover Pagea) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least upon thirty (30) days (ten (10) days in the case of nonpayment) prior to written notice if IGS shall be in breach or default of any material obligation under this Agreement; provided however, IGS may avoid such termination if, before the end of the then-current Term.such notice period, it cures such breach;
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; immediately if IGS ceases to do business, or otherwise terminates its business operations;
(c) becomes insolventimmediately if IGS seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against IGS (and not dismissed within sixty (60) days); or
(d) makes a general assignment immediately if IGS is unable to grant RSS the AGP Technology license specified in Section 3.1(a).
17.3 Neither party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the benefit other (or for any compensation to the other) arising from or incident to any termination of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in this Agreement by such party which complies with the normal course; (h) has terms of the Agreement whether or not such party is aware of any significant portion such damage, loss or expenses.
17.4 Upon termination of its assets attached; this Agreement by either party: (i) experiences a material negative litigation decision ruling all rights and licenses granted hereunder shall immediately terminate, except that affects licenses to end user customers for the use of the RSS Software, Documentation, IGS Chip and IGS Software pursuant to this Agreement shall continue in accordance with the applicable end user agreements therefor; (ii) IGS will immediately return to RSS all *** Technology and all materials relating to *** Technology or portion(s) thereof and all RSS Confidential Information in IGS' possession, custody or control in whatever form held (including all copies or embodiments thereof), except that IGS may maintain one (1) copy of the RSS Software solely to the extent necessary to support its installed base of customers for the CyberPro3000 Products and Unencrypted Verilog Based Products; and (iii) except to the extent expressly provided to the contrary in this Agreement; or , all rights to payment (jincluding, without limitation, milestone payments and royalties) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party following provisions shall have survive the right to cure such material breach within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement: Sections 4, all Customer’s rights 7, 9.1, 9.3, 10.5, 12.1(a), (c) & (d), 12.2(a) and 13 through 20, inclusive.
17.5 Termination is not the sole remedy under this Agreement shall terminate and Customer shall be entitled to the immediate possession of and, whether or not termination is effected, all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facilityother remedies will remain available.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.
Appears in 2 contracts
Sources: Technology License Agreement (Tvia Inc), Technology License Agreement (Tvia Inc)
Term and Termination. 11.1 This 20.1. The Subscription Agreement (including these Terms) shall commence become effective on the Effective Date date specified in your Order and shall continue remain in effect for the Term initial term set forth therein ("Initial Term"). Following the Initial Term, and subject to continued payment of fees by Customer as defined specified in the Cover Page) unless terminated earlier in accordance with Order, the Subscription Agreement shall renew automatically on the same terms of these Standard and conditions for equivalent, successive Renewal Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider either party provides the other a written notice of non-renewal its intention not to renew at least thirty (30) 90 days prior to the end of the then-current then applicable term (the Initial Term and each Renewal Terms shall collectively be referred to as the "Term").
11.2 Customer 20.2. Notwithstanding the foregoing, (A) Playermaker may terminate this the Subscription Agreement immediately (including these Terms) upon 60 days prior written notice to Service Provider in you; and/or (B) either party may immediately terminate the event Service Provider Subscription Agreement (aincluding these Terms), by written notice to the other party: (i) files if the other party has breached the Subscription Agreement (or any petition in bankruptcypart thereof) and failed to cure such breach within 30 days from receipt of written notice thereof; or (bii) has an involuntary petition in bankruptcy filed against it; (c) if such party becomes insolvent; (d) insolvent or makes a general any assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) creditors or similar transfer evidencing insolvency, or suffers or permits the commencement of any form of insolvency, administration or receivership proceeding or has any petition under bankruptcy, insolvency or administrative law filed against it, which petition is not dismissed within 60 days of such filing, or has a trustee, administrator or receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant a material portion of its assets attached; (i) experiences a material negative litigation decision ruling business or assets. A party that affects this Agreement; or (j) experiences an event analogous becomes subject to any of the foregoing events described in any jurisdiction clause (ii) shall immediately notify the other party in which any of its assets are situatedwriting.
11.3 Either Party may terminate this Agreement upon written notice 20.3. Upon termination of the Subscription Agreement, you shall, and shall cause your Permitted Users, to cease all access to and use of the other Party if such other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written noticeServices.
11.4 Except as provided in Section 16.13, following the expiration or 20.4. Upon termination of this Agreement, all Customer’s rights under this the Subscription Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due you will cease to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional have access to any hosting site(s) Reports or other content and data stored in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modifyor offered via the Services, protect, whether provided by you or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become generated as a fixture result of the hosting site(s) or otherwise so related Services ("Materials"). Playermaker reserves the right to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow permanently delete any lien, security interest, Materials or other encumbrance to attach to content that may be contained in your Customer Account or in any of the Mining EquipmentUser Accounts of your Permitted Users, at any time following termination, and shall defend and hold Customer harmless from you agree to waive any claim by a third party of any legal or equitable rights or remedies you may have against Playermaker with respect to such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy Materials or other insolvency proceedingscontent that have been deleted.
20.5. Service Provider This Section 20.5 and Sections 7 ("Restrictions and Usage Rules"), 11 ("Proprietary Rights"), 13 ("Confidentiality"), 14 ("Privacy"), 16 ("Warranty"), 17 ("Limitation of Liability"), 18 ("Indemnification"), and 21 ("Assignment") to 24 ("General") shall immediately notify Customer if any such claim or notice related to survive termination of the Customer’s Mining Equipment is received by Service ProviderSubscription Agreement.
Appears in 2 contracts
Sources: Club Service Terms and Conditions, Club Service Terms and Conditions
Term and Termination. 11.1 This Agreement shall commence on be effective as of the Effective Date and shall continue in effect for a minimum seven year term from the Term (date hereof and will automatically extend on a year by year basis thereafter provided Gigabeam satisfies its minimum purchase commitments as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in Sections 1.3.4 and Exhibit D with minimum purchase commitments for each year of extension of the Cover PageAgreement beyond the time periods given in Exhibit D to be the same as the minimum purchase commitment for the preceding year; provided, unless Customer gives Service Provider however, that the Agreement may be terminated for any of the following reasons:
a.) Upon the occurrence of any material breach by either party of the terms and conditions of this Agreement and failure to cure such material breach within 30 days after receipt of written notice of from the other party the non-renewal breaching party may, at least thirty (30) days prior to the end of the then-current Term.
11.2 Customer may its option, terminate this Agreement immediately upon written notice; provided however that the cure period shall be only 10 days after receipt of notice if the material breach arises from failure by Gigabeam to Service Provider in pay amounts due according to Section 3. After six months from the Effective Date, the payment cure period will go to 30 days.
b.) In the event Service Provider (athat Gigabeam fails actually to receive $1.5 million in financing within 120 days from the Effective Date hereof, Sophia may, at its option, terminate this Agreement upon written notice; or
c.) files any petition in bankruptcy; (b) has an involuntary petition in Upon the occurrence of bankruptcy filed against it; (c) becomes insolvent; (d) makes a general or reorganization under bankruptcy laws, cessation of operations, or assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in creditors of either party, the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party other party may terminate this Agreement upon written notice notice.
d.) This Agreement may be terminated by mutual written agreement of both parties to terminate. Notwithstanding the other Party if such other Party commits foregoing, upon the occurrence of a material breach of by either Party (the "Breaching Party"), which is not cured within the appropriate cure period, or other event giving rise to a right for either Party to terminate this Agreement; provided, that without limiting any other rights or remedies available, the non-breaching Party shall deliver to the breaching Party written notice of such which is not in material breach and (the breaching Party shall have "Non-Breaching Party"), which has the right to cure such material breach within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s rights under terminate this Agreement shall may, at its option, terminate and Customer shall be entitled to its own obligations of exclusivity under Section 8, such that Section 8 remains binding against the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed Breaching Party for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture remainder of the hosting site(s) or otherwise so related to term but shall thereafter no longer be binding against the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.Non-Breaching Party
Appears in 2 contracts
Sources: Strategic Alliance Agreement (Gigabeam Corp), Strategic Alliance Agreement (Gigabeam Corp)
Term and Termination. 11.1 7.1 This Agreement Contract shall commence on as of the Effective Date 15th day of March, 2000, and shall continue in effect extend for a period of thirty-six (36) months, to and including the Term (14th day of March, 2003 with a 2 year option agreed to by both parties.
7.2 The obligation of Client to pay fees and expenses earned or incurred by LHSI, as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Pagecase may be, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end effective date of termination, the then-current Termobligations of LHSI under paragraphs 2.9(c), the obligations of Client under paragraphs 3.6 and 3.7, and the rights and *** CONFIDENTIAL TREATMENT REQUESTED obligations of both parties under Articles VI, VII and IX shall survive the termination or expiration of this Contract.
11.2 Customer may terminate this Agreement immediately upon written notice 7.3 If either LHSI or Client should fail to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which discharge fully and promptly any of its assets are situated.
11.3 Either Party may terminate obligations under this Agreement upon Contract or the Exhibits hereto, including the Client's obligation to make payments and LHSI's obligation to meet the KPI's, attached hereto as Exhibit "C", and further fail to cure such default within a reasonable time not to exceed 60 days (provided that such a failure can be cured) after written notice to the other Party if such other Party commits a material breach of this Agreement; provided, that thereof by the non-breaching Party shall deliver to defaulting party, the breaching Party written notice of such material breach and the breaching Party non-defaulting party shall have the right to cure immediately terminate this Contract upon giving the defaulting party written notice to such material breach within thirty effect
7.4 Client shall have the right to terminate this Contract before the 15th day of March, 2003 for any major business change with ninety (3090) days after receipt prior written notice to LHSI. In the event of such written noticeearly termination under this paragraph, Client shall pay LHSI an Early Termination Fee equivalent to *** following the effective date of termination. *** at the time of notification of early termination by the Client.
11.4 Except as provided 7.5 Each party hereto shall have the right to terminate this Contract in Section 16.13the event of any proceeding under a Bankruptcy Act or any insolvency, following receivership or dissolution proceeding involving the expiration or termination other party is commenced and not dismissed within 90 days of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facilitycommencement.
11.5 If either this Agreement is terminated for any reason, upon 7.6 Upon termination or expiration of this AgreementContract, LHSI shall promptly return to Client at Client's sole expense, all Products then in its possession or at Customer’s option upon cessation of services under control, all packaging, shipping and labeling materials related thereto, all invoice forms, any equipment or other property purchased by Client, and all customer and sales representative lists and other confidential or proprietary information provided hereunder by Client or developed by LHSI in relation to this Agreement due to a Force Majeure EventContract, Service Provider and any information provided in order that LHSI may obtain any government licenses and permits. LHSI shall provide Customer with immediate an electronic copy of lot tracking data, customer history, and unconditional access addresses to any hosting site(s) Client. LHSI shall be compensated at the accessorial labor rate detailed in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive Exhibit "A" of this Contract in returning property of Customer and shall not be deemed to become a fixture of Client from the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions last effective day of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service ProviderContract.
Appears in 2 contracts
Sources: Warehouse Distribution Contract (Therasense Inc), Warehouse Distribution Contract (Therasense Inc)
Term and Termination. 11.1 7.1 This Agreement shall commence have effect on and from the Effective Date and shall continue in effect for the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current Termforce thereafter.
11.2 Customer 7.2 Either party may terminate this Agreement any or all Project Assignments immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a in the event of:
7.2.1 any material breach of a Project Assignment by the other party which breach is not remedied (if remediable) within thirty days after the service of written notice requiring the same;
7.2.2 the other Party becoming bankrupt or entering into liquidation whether voluntary or compulsory (other than for the purpose of solvent amalgamation or reconstruction) passing a resolution for its winding up, having a receiver, manager, administrative receiver, administrator, trustee or similar officer appointed over the whole or any part of its business or assets, or making any composition or arrangement with its creditors or taking or suffering any similar action in consequence of its debt, or ceasing or threatening to cease to trade.
7.3 The Company may also terminate this Agreement; providedAgreement and/or any current Project Assignment immediately upon written notice to the Consultancy if:
7.3.1 the Consultancy breaches any of its obligations under Clause 8 and Clause 9;
7.3.2 the Consultancy disputes the validity or ownership of any of the Company’s or Client’s intellectual property rights;
7.3.3 the Consultancy has been prevented from performing its obligations under this Agreement for a period exceeding one month or more in any period of twelve months.
7.3.4 the Client terminates its agreement for the Company to deliver those services which comprise part or all the Services to be delivered by the Consultancy pursuant to a current Project Assignment;
7.3.5 the Client requests that either or both the Consultancy or Representative providing the Services be replaced or removed from the Project Assignment;
7.3.6 any Client to whom the Consultancy is, that or has agreed to commence providing Services, fails to pay the non-breaching Party Company’s charges.
7.4 Upon termination of this Agreement or any Project Assignment for any reason, the Consultancy shall deliver to the breaching Party written notice Company all Deliverables relating to the terminated Project Assignment then in the Consultancy’s possession or control, whatever their state of development at that time, and all materials and information reasonably required by the Company to complete such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written noticeDeliverables.
11.4 Except 7.5 Termination of this Agreement shall be without prejudice to the rights and liabilities of the Parties accrued at the date of termination.
7.6 Upon termination of this Agreement for any reason, the Consultancy shall not for a period of six months, whether itself or as provided in Section 16.13principal, following agent, proprietor, shareholder, director, employee, associate, partner, representative, contractor, advisor or assistant of or to any business or entity, directly or indirectly solicit, promote, contract with or accept or carry on any business for any Client who was, at any time within six months of the expiration or date of termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture Client of the hosting site(sCompany and for whom the Consultancy performed Services (either directly or indirectly) or otherwise so related to during the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providerpreceding six months.
Appears in 2 contracts
Sources: Consultancy Agreement, Consultancy Agreement
Term and Termination. 11.1 This 10.1. The term of this Agreement shall commence begin on the Effective Date and provided that the first delivery of the Product under this Agreement shall continue occur on December 31, 2009 or earlier, and unless previously terminated as hereinafter set forth, shall remain in effect force for the Term (as defined in the Cover Page) unless terminated earlier in accordance a period of ten Years beginning with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current TermFirst Shipment Date.
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing 10.2. Each Party may, at its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement discretion, upon written notice to the other Party if such Party, and in addition to its rights and remedies provided under this Agreement or any other Party commits agreement executed in connection with this Agreement and at law or in equity, terminate this Agreement in the event of any of the following:
10.2.1. Upon a material breach of the other Party of any material provision in this Agreement; provided, that and failure of the non-breaching other Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) **** days after receipt receiving written notice thereof; provided, however, that such cure period shall not modify or extend the **** day cure period for HOKU’s delivery obligations pursuant to Section 4.3 above; and provided, further that such **** day cure period shall not apply to JINKO’s failure to make any payment to HOKU pursuant to this Agreement. In the event of JINKO’s failure to make payment on the **** day payment terms set forth in Section 6.4 hereof, termination by HOKU shall require the issuance of a written notice of default containing the threat of immediate termination if payment is not made within an additional grace period of not less than **** business days. For purposes of this Section 10.2.1, a “material breach” means a monthly shipment which is delayed beyond **** days, a payment default or any other material breach of this Agreement which materially and adversely affects a Party or which occurs on multiple occasions. JINKO Initials & Date HOKU Initials & Date **** Confidential material omitted and filed separately with the Commission.
10.2.2. Upon the voluntary or involuntary initiation of bankruptcy or insolvency proceedings against the other Party; provided, that for an involuntary bankruptcy or insolvency proceeding, the Party subject to the proceeding shall have sixty (60) working days within which to dissolve the proceeding or demonstrate to the terminating Party’s satisfaction the lack of grounds for the initiation of such written noticeproceeding;
10.2.3. If the other Party (i) becomes unable, or admits in writing its inability, to pay its debts generally as they mature, (ii) becomes insolvent (as such term may be defined or interpreted under any applicable statute); or
10.2.4. In accordance with the provisions of Section 13 (Force Majeure) below; provided, however, that JINKO may not terminate this Agreement pursuant to Section 13 if HOKU is supplying Products to JINKO pursuant to Section 4.2 of this Agreement.
11.4 Except 10.2.5. Without limiting the foregoing, JINKO shall have the right to terminate this Agreement immediately if HOKU fails to deliver the first shipment of the Minimum Monthly Quantity of Products on or before December 31, 2009.
10.3. Subject to the effectiveness of this Agreement, HOKU shall have the right to thereafter terminate this Agreement if (A) on or before March 25, 2009, JINKO has failed to pay the Third Deposit, in which case HOKU may retain the Initial Deposit of fifteen million (15,000,000) U.S. dollars as provided liquidated damages; (B) on or before June 24, 2009, JINKO has failed to pay the Fourth Deposit, in Section 16.13, following which case HOKU may retain the Initial Deposit of fifteen million (15,000,000) U.S. dollars and the Third Deposit of three million (3,000,000) U.S. dollars as liquidated damages.
10.4. Upon the expiration or termination of this Agreement howsoever arising, the following Sections shall survive such expiration or termination: Sections 2 (Definitions); Section 8 (Product Quality Guarantee), Section 9 (Inspection and Return Goods Policy); Section 10 (Term and Termination); Section 11 (Liability); Section 12 (Liquidated Damages); and Section 14 (General Provisions).
10.5. If JINKO terminates this Agreement pursuant to Section 10.2.1, 10.2.2, 10.2.3, 10.2.4, 10.2.5, or 13 then any funds remaining on the Total Deposit on such date of termination shall be returned to JINKO, plus interest equal to the amount set forth in Section 6.6 for each year since the Initial Deposit was paid to HOKU by JINKO; provided however that if JINKO is in material breach of this Agreement at the time it terminates this Agreement, all Customerthen HOKU shall not be required to repay any remaining amount of the Total Deposit up to the amounts of HOKU’s rights direct loss from such material breach (unless JINKO cures such breach within the applicable cure period) or JINKO’s other outstanding and unpaid obligations hereunder (including, without limitation, obligations under Section 12). If HOKU terminates this Agreement shall terminate and Customer pursuant to Section 10.2.1, 10.2.2, 10.2.3, 10.2.4, or 13 then HOKU shall be entitled to retain the immediate possession Total Deposit including any funds remaining on the Total Deposit on such date of all Mining Equipmenttermination in accordance with Section 12. If “Funds remaining” on the Agreement is terminated by Customer Total Deposit are funds not applied against JINKO’s purchase of Product, pursuant to Section 11.2 or 11.36.4 above, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 Product actually shipped to JINKO hereunder. If either JINKO terminates this Agreement is terminated for any reason, upon expiration of pursuant to Section 10.2.1 or 10.2.5 due to HOKU’s failure to deliver Products pursuant to this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(sthen one hundred fifty percent (150%) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related funds remaining on the Total Deposit on such date of termination shall be returned to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate lawJINKO. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.JINKO Initials & Date HOKU Initials & Date
Appears in 2 contracts
Sources: Supply Agreement, Supply Agreement (JinkoSolar Holding Co., Ltd.)
Term and Termination. 11.1 This Agreement shall commence on the Effective Date and shall continue will remain in effect for the Term (as defined in the Cover Pagefifteen(15) months unless terminated earlier in accordance with the terms of these Standard Termsset forth in this Agreement (the “Term”). The This Term shall automatically renew for additional three (3) month terms unless a Party gives the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider other Party written notice of non-renewal at least thirty an intent not to renew the Agreement no later than ninety (3090) days prior days’ advance written notice that the Party does not intend to renew the end of the then-current TermAgreement.
11.2 Customer Either Party may terminate this Agreement immediately upon written notice to Service Provider the other party in the event Service Provider such other party (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreementagreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a breaches any material breach term or condition of this Agreement; provided, that Agreement and fails to remedy the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such being given written noticenotice thereof.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.
Appears in 2 contracts
Sources: Colocation Mining Services Agreement (Akerna Corp.), Colocation Mining Services Agreement (Sphere 3D Corp)
Term and Termination. 11.1 22.1 This Agreement shall commence on the Effective Date and shall continue in effect endure for the Term (as defined in the Cover Page) unless terminated subject to earlier termination under and in accordance with the terms of these Standard Terms. this clause 22), which The Term shall automatically Client may renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least 12 months by serving on Station10 thirty (30) days prior calendar days’ notice to renew, PROVIDED THAT if any then executed SoW is set to expire after the end of the then-current Term, then the Term will be deemed to extend up to and including the end of the Service Period set out in that SoW (or where there is no Service Period set out, then until completion of the Services under that SoW) for the purpose of preserving the validity of that SoW only.
11.2 Customer 22.2 Either Party may terminate the Services if the other Party fails to perform any other obligation required of it under this Agreement immediately upon and such failure is not cured within thirty (30) calendar days from the date written notice specifying the failure was delivered. Failure to Service Provider in pay fees due under any executed SoW is considered a material breach.
22.3 Either Party may terminate the event Service Provider (a) files Services with immediate effect on written notice if:
22.3.1 the other Party ceases or threatens to cease to carry on its business
22.3.2 a receiver; administrator or similar officer is appointed over all or any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) part of the assets or undertaking of the other Party;
22.3.3 the other Party makes a general assignment any arrangement for the benefit of its creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.or
11.3 Either Party may terminate this Agreement upon written notice to 22.3.4 the other Party if such other Party commits goes into liquidation (save for the purposes of a material genuine amalgamation or reconstruction).
22.4 Upon termination of the Services, Station10 will be paid all money due to it up to and including the date of termination after taking into account amounts previously paid together with:
22.4.1 the total value of the Services and/or Deliverables completed up to and including the date of termination; and
22.4.2 any cancellation charges payable to Station10’s Sub Contractors, and
27.4.3 the cost of materials and goods ordered for the Services and/or Deliverables for which Station10 has paid or is legally bound to pay.
22.5 In the event of any breach of this Agreement; providedClause 27, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the terminate this Agreement with immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facilityeffect.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture 22.6 Termination of the hosting site(s) or otherwise so related Services will not affect any rights of the Parties accrued to them up to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any date of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providertermination.
Appears in 2 contracts
Sources: Professional Services, Professional Services
Term and Termination. 11.1 This Agreement shall shall, unless otherwise terminated as provided in this clause 11, commence on the Effective Date and shall continue in effect for the Initial Subscription Term and, thereafter, being automatically renewed for successive periods (as defined each a “Renewal Period”) matching the Initial Subscription Term, unless:
11.1.1 either party notifies the other party of termination, in writing before the Cover Page) unless 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
11.1.2 otherwise terminated earlier in accordance with the terms provisions of these Standard Terms. The this Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall automatically renew for constitute the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current “Subscription Term”.
11.2 Customer Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice without liability to the other Party if such the other Party party commits a material breach of any of the terms of this Agreement; providedAgreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach.
11.3 On termination of this Agreement for any reason:
11.3.1 all licences granted under this Agreement shall immediately terminate;
11.3.2 subject to clause 11.3.3, that the non-breaching Party each party shall deliver return and make no further use of any equipment, property and other items (and all copies thereof) belonging to the breaching Party written notice other party;
11.3.3 you are required to ensure that you download all Portfolio Materials uploaded to the Service within 5 Business Days of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt effective date of such written notice.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s otherwise the Company may destroy or otherwise dispose of any of the Portfolio Materials in its possession; and
11.3.4 the accrued rights under this Agreement shall terminate and Customer shall be entitled to of the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreementparties as at termination, or at Customer’s option upon cessation the continuation after termination of services under this Agreement due any provision expressly stated to a Force Majeure Eventsurvive or implicitly surviving termination, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) affected or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providerprejudiced.
Appears in 2 contracts
Sources: Terms and Conditions, Terms and Conditions
Term and Termination. 11.1 This 2.1 The Initial Term of this Agreement shall commence on be for the period specified in the Proposal commencing as of the Effective Date and shall continue in effect for (the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current “Initial Term”).
11.2 Customer may 2.2 MSP is authorized to: (a) terminate this Agreement immediately upon written notice (and/or associated Order(s)) if Customer fails to Service Provider in pay any applicable fees due under this Agreement or any Order within 60 days of the event Service Provider (a) files any petition in bankruptcydate of becoming due; or (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the if Customer commits any other Party if such other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach Agreement and the breaching Party shall have the right fails to cure such material breach within thirty (30) days after from the receipt of written notice from MSP directing the Customer to cure such written noticebreach; or (c) terminate this Agreement in case of prolonged Force Majeure that extends for a cumulative period of 30 (thirty) days – as defined herein.
11.4 Except 2.3 Upon any termination of the right to use a product/service, Customer will immediately uninstall (if the product/ service is software) and cease to use the terminated product/service and, upon MSP’s written request, where applicable, immediately return such product to MSP, together with all related documentation, and copies thereof. Upon written request from MSP, Customer will promptly certify in writing, in the format at Schedule 1, to MSP that all copies of the product have been returned, and that any copies not returned have been destroyed and that the Customer shall refrain from any further use of the product/service.
2.4 If the termination is with respect to a service, Customer will promptly pay MSP for all services rendered along with all expenses incurred through the termination date. MSP may terminate any license granted for a Deliverable (as provided defined below) if:
(i) Customer does not pay MSP for that Deliverable in Section 16.13accordance with this Agreement, following or
(ii) if Customer materially breaches any part of this Agreement that affects this clause 2.4 and the expiration or obligations herein
2.5 It is expressly recorded that all dues outstanding and payable as of the date of termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facilityremain payable even after termination.
11.5 If 2.6 After the Initial Term, this agreement shall automatically renew for subsequent periods of the same length as the Initial Term unless either this Agreement is terminated for any reason, upon Party gives the other written notice of termination at least sixty (60) days prior to expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service ProviderInitial Term.
Appears in 2 contracts
Sources: Master Customer Service Agreement, Master Customer Service Agreement
Term and Termination. 11.1 2.1. This Agreement shall commence on September 10, 2001 (the Effective Date Date) and shall continue for a period ending December 31, 2002. Thereafter, the parties in effect writing may renew it for one (1) year terms upon mutual agreement. Notwithstanding any other provisions of this Agreement, upon a breach of the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms confidentiality provisions set forth in Article 7, the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior breaching party shall have the right to the end immediately terminate this Agreement.
2.2. Either party immediately upon occurrence of the then-current Term.
11.2 Customer following events may terminate this Agreement immediately upon written notice Agreement:
2.2.1. The other party suffers a receiver to Service Provider be appointed in respect of any of its assets or any resolution is passed or petition presented for the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) winding up of the other party or if the other party makes a general assignment for the benefit of creditors; (e) admits in writing its inability creditors or institutes or has instituted against it any proceedings under any law relating to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in insolvency or the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any reorganization of the foregoing in debtors, or
2.2.2. The other party undergoes any jurisdiction in which any material change of its assets are situatedownership, or business focus that may detract from the sales and support of LIGHTNING ROD SOFTWARE TM products.
11.3 Either Party may terminate this Agreement upon written notice to the 2.2.3. The other Party if such other Party commits a party is in material breach of this Agreement; providedany material warranty, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13term, following the expiration condition, covenant or termination article of this Agreement, all Customer’s rights under and fails to cure that breach within ninety (90) days after written notice thereof.
2.3. Should this Agreement or any portions thereof expire or are terminated for any reason neither party will be liable to the other because of such expiration or termination for compensation, reimbursement or damages on account of the loss of prospective profits, anticipated sales, goodwill or on account of expenditures, investments, leases or commitments in connection with the business of LIGHTNING ROD SOFTWARE TM and its suppliers or PARTNER, or for any other reason whatsoever flowing from such termination or expiration. Termination or expiration of this Agreement shall terminate and Customer shall be entitled not release either party from its liability to pay the immediate possession other party any fees owing to such other party under the terms of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facilitythis Agreement.
11.5 If either this Agreement is terminated for any reason, upon 2.4. Upon termination or expiration of this Agreement, at the written request of the disclosing party, the other parties shall return within ten (10) business days all originals and copies of Confidential Information (as defined in Article 7) received from the disclosing party, or at Customer’s option upon cessation shall deliver to the disclosing party within ten (10) business days a certificate signed by an officer of services under the receiving party certifying the destruction of all such confidential information.
2.5. Termination of this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s(save as provided herein) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third relieve either party of any such lienobligation to pay the other amounts due as a result of transactions occurring prior to termination.
2.6. Upon termination, security interest, or encumbrance. Service Provider shall take all necessary action PARTNER will retain the right to effectuate continue the provisions support and maintenance of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providerexisting End User and Reseller installations.
Appears in 2 contracts
Sources: Reseller and Support Agreement, Reseller and Support Agreement (Lightning Rod Software Inc)
Term and Termination. 11.1 8.1 This Agreement Contract. This Contract is formed (and becomes legally binding) when the parties complete and sign the Order. This Contract shall commence on the Effective Date and shall continue in effect for the Term (as defined in the Cover Page) unless and until terminated earlier by either party in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current Termthis Clause 8.
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects Either party shall be entitled to terminate this Agreement; or (j) experiences an event analogous to any Contract on expiry of the foregoing Minimum Term specified in any jurisdiction in which any of its assets are situatedthe Order and each subsequent Renewal Term by giving to the other party not less than ninety (90) days’ prior written notice.
11.3 (ii) Either Party may party shall be entitled to terminate this Agreement upon Contract immediately by giving written notice to the other Party party if such the other Party party commits a any material breach of this Agreement; provided, Contract and fails to remedy that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written noticenotice of that breach, provided that: (a) the thirty (30) day period only applies where a breach is capable of remedy - if it is incapable of remedy, the Contract may be terminated by written notice immediately; and (b) the parties agree that any failure to pay sums due under this Contract within the agreed payment terms shall constitute a material breach of this Contract.
11.4 Except as provided 8.2 SOW(s). The SOW(s) shall commence in Section 16.13, following the expiration or termination of this Agreement, all Customer’s rights under this Agreement accordance with Clause 4.2 and shall terminate and Customer on completion of the Services or in accordance with this Clause 8.2.
(i) Either party shall be entitled to terminate any SOW(s) immediately by giving to the immediate possession other party not less than ninety (90) days’ prior written notice, save in respect of all Mining Equipment. If any SOW(s) that vary the Agreement scope of the Hosted Services.
(ii) Either party shall be entitled to terminate any SOW(s) immediately by giving written notice to the other party if the other party commits any material breach of this SOW and fails to remedy that breach within thirty (30) days of written notice of that breach, provided that: (a) the thirty (30) day period only applies where a breach is capable of remedy - if it is incapable of remedy, the SOW may be terminated by Customer pursuant written notice immediately; and (b) the parties agree that any failure to Section 11.2 or 11.3, then Customer pay sums due under any SOW within the agreed payment terms shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to constitute a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture material breach of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service ProviderSOW.
Appears in 2 contracts
Term and Termination. 11.1 This The initial term of this Agreement shall will commence on the Effective Date and shall will continue in effect thereafter for the Term (period as defined set out in the Cover PageOrder Form (“Initial Term”) unless terminated earlier by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services or Customer in accordance with the terms of these Standard Termsthis Agreement. The Term shall This Agreement will automatically renew for the Renewal Terms set forth additional one (1) year periods (unless separately identified in the Cover PageOrder Form, in which case such other period of the length specified in the applicable Order Form) shall apply (each being a “Renewal Term” and, collectively, with the Initial Term, the “Term”) unless Customer gives Service Provider written either party provides the other party with ninety (90) dayswritten notice of non-renewal at least thirty (30) days prior to the end conclusion of the then-current Initial Term or the Renewal Term, as applicable. All terms and conditions hereof shall remain in effect during any Renewal Term, except as the parties otherwise expressly agree in writing.
11.2 Without prejudice to any other rights or remedies that the Parties may have, the Customer may terminate this Agreement without liability to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services immediately upon on giving written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services if such other Party ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services commits a material breach of any of the terms of this Agreement; providedAgreement and, if such a breach is remediable, fails to remedy that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written notice▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services's being notified in writing of the breach.
11.4 Except as provided in Section 16.1311.3 Without prejudice to any other rights or remedies that the Parties may have, following ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services may immediately suspend the expiration provision of the Services and/or terminate this Agreement or termination any part of this Agreement, all Customer’s rights Agreement without liability to the Customer immediately on giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under this Agreement shall terminate on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment; or
(b) the Customer shall be entitled commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of the immediate possession Customer being notified in writing of all Mining Equipment. If the Agreement is terminated by breach; or
(c) the Customer notifies ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services that it does not accept any variation in the Fees pursuant to Section 11.2 condition 6; or
(d) instructed to do so by the Acquirer or 11.3a Network; or
(e) if a tri--party agreement between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services, then the Customer shall be reimbursed for and the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement Acquirer, including the DNAP Agreement, is terminated for any reason, upon expiration of this Agreement; or
(f) the Customer suspends, or at Customer’s option upon cessation threatens to suspend, payment of services under this Agreement its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a Force Majeure Eventcompany) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
(g) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, Service Provider shall provide or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with immediate and unconditional access to any hosting site(sone or more other companies or the solvent reconstruction of the Customer; or
(h) in which Service Provider a petition is hosting Customer’s Mining Equipment to allow Customer to modifyfiled, protecta notice is given, a resolution is passed, or remove an order is made, for or in connection with the Mining Equipment. The Parties agree that, although Service Provider may store, usewinding up of the Customer other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; or
(i) an application is made to Court, or install an order is made, for the Mining Equipment at its hosting site(s)appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer; or
(j) a floating charge holder over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver; or
(k) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer; or
(l) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the Mining Equipment whole or any part of its assets and such attachment or process is and shall remain not discharged within 14 days; or
(m) the exclusive property Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of Customer and shall not be deemed to become a fixture of the hosting site(sits business; or
(n) any event occurs, or otherwise so related proceeding is taken, with respect to the hosting site(s) as Customer in any jurisdiction to give rise to a which it is subject that has an effect equivalent or similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipmentevents mentioned in condition 10.3(e) to condition 10.2(l) (inclusive); or
(o) there is a change of control of the Customer.
11.4 On termination of the Agreement for any reason:
(a) the Customer shall, within fifteen (15) days, pay to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services all of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services’s outstanding fees and interest and, in respect of Services supplied but for which no invoice has been submitted and any portion of the remaining fees for that calendar year and that has not yet been invoiced, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services may submit an invoice, which shall defend be payable within fifteen (15) days of receipt; and
(b) the accrued rights and hold Customer harmless from any claim by a third party liabilities of the Parties as at termination and the continuation of any such lien, security interest, provision expressly stated to survive or encumbrance. Service Provider implicitly surviving termination shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providernot be affected.
Appears in 2 contracts
Sources: Terms of Service, Terms of Service
Term and Termination. 11.1 This 2.1. The term of this Agreement shall commence on the Effective Date and shall continue in effect for thirty-six (36) months (the Term (as defined in the Cover Page“Initial Term”) unless earlier terminated earlier as provided herein. Thereafter, this Agreement shall be automatically renewed, provided that Customer is not in accordance default beyond any applicable grace period, on the terms described in this Agreement for successive one-year periods (each, a “Renewal Term,” and together with the terms of these Standard Terms. The Term shall automatically renew for Initial Term, the Renewal Terms set forth in the Cover Page“Term“), unless Customer gives Service Provider earlier terminated as provided herein or unless either Party provides written notice of non-renewal to the other Party at least thirty sixty (3060) days prior to the end expiration of the then-current TermTerm that such Party does not want this Agreement to renew.
11.2 2.2. Expiration or termination of the Term of this Agreement shall not affect any obligation of Customer to make payments hereunder accruing prior to such expiration or termination.
2.3. If a Party materially breaches this Agreement, the other Party may terminate this Agreement by providing written notice to the other Party specifying the nature of such breach in reasonable detail; provided, however, that (i) this Agreement shall not terminate if the breaching Party shall have cured the breach within ten (10) business days following such notice, and (ii) the exercise of such right of termination shall not limit any other rights or remedies of the non-breaching Party at law, except as specified herein.
2.4. A Party may terminate this Agreement immediately upon written notice if: (i) the other Party ceases to Service Provider in the event Service Provider (a) files any petition in bankruptcycarry on its business; (bii) has an involuntary if the other Party becomes the subject of a petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach 2.5. Upon request by Customer made within thirty (30) days after receipt the effective date of such written notice.
11.4 Except as provided in Section 16.13, following the expiration termination or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, Service Provider will make Customer Content (as defined in Section 5.1) available to Customer for export or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Eventdownload. After such 30-day period, Service Provider shall provide Customer with immediate and unconditional access will have no obligation to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(smaintain (unless legally obligated) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow provide any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service ProviderContent.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Term and Termination. 11.1 7.1. The term of this Agreement shall be set forth in the quote(s) and/or Attachment A attached hereto and incorporated herein (“Term”).
7.2. This Agreement shall commence on the Effective Date is non-cancelable by Customer and shall continue will remain in effect for the Term specified in this Agreement. However, Customer may cancel service coverage for an individual Covered System under this Agreement upon sixty (as defined in the Cover Page60) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider days written notice to Invivo representing that the Covered System is being permanently removed from the Site and that the Covered System is not being used in any other Customer site
7.3. Upon sixty (60) days written notice to Invivo, Customer may cancel this Agreement specifically describing a material breach or default of non-renewal the Agreement by Invivo, provided that Invivo may avoid such cancellation by curing the condition of breach or default within such sixty (60) day notice period. Termination under this clause shall not impact fees paid for services rendered up to the time of such material breach, which shall remain payable to Invivo.
7.4. In addition, if the Customer sells or otherwise transfers any of the Covered System to a third party and the System remains installed and in use at the same location, and such third party assumes the obligations of the Customer under this Agreement or enters into a new service agreement with Invivo the price will be equal to the price in this Agreement and a term at least equal to the unexpired/unused term of this Agreement. If such third party does not assume the obligations of the Customer under this Agreement,, then the Customer may terminate this Agreement with respect to such Covered System upon no less than thirty (30) days prior to the end of the then-current Term.
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider Invivo, in which case the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability Customer shall pay to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; Invivo (i) experiences all amounts due under this Agreement through the effective date of termination (based on the notice requirement) and (ii) as liquidated damages and not as a material negative litigation decision ruling that affects this Agreement; or (j) experiences penalty, an event analogous amount equal to any 30% of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate remaining payments due under this Agreement upon written notice to for such Covered System from the other Party if such other Party commits a material breach date of termination through the scheduled expiration of the term of this Agreement; provided, that the non-breaching Party shall deliver .
7.5. If this Agreement includes a Pool and terminates for any reason and Customer has expended more funds from its Pool than it has contributed to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3Pool, then Customer shall be reimbursed for pay Invivo the cost amount by which its expenditures exceeded its contributions within five (5) business days of relocating its Mining Equipment from Service Provider’s facilitysuch termination.
11.5 If either this Agreement is terminated for any reason, 7.6. Clinical Education training and credits will expire upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture termination of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service ProviderAgreement.
Appears in 2 contracts
Sources: Service Agreement, Service Agreement
Term and Termination. 11.1 This Subject always to either party’s right to terminate pursuant to this Section 11: (a) this Agreement shall commence on the Effective Date and shall continue in effect for the Term Initial Subscription Term; and (as defined in b) after the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term Initial Subscription Term, this Agreement shall automatically renew for the successive periods of twelve (12) months (each a “Renewal Terms set forth in the Cover PageTerm”), unless Customer either party gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such to terminate this Agreement not less than sixty (60) days before the end of the Initial Subscription Term or any Renewal Term (as the case may be), in which case this Agreement shall terminate at the end of the Initial Subscription Term or Renewal Term (as applicable)
11.2 Without prejudice to any other Party commits a rights or remedies which the parties may have, either party may terminate this Agreement without liability to the other immediately on giving written notice to the other if: (a) (i) the other party is in material breach of this AgreementAgreement where the breach is incapable of remedy; provided, that or (ii) the non-breaching Party shall deliver to the breaching Party written notice of such other party is in material breach of this Agreement where the breach is capable of remedy and the breaching Party shall have the right party fails to cure such material remedy that breach within thirty (30) days after receipt receiving written notice of such written noticebreach; (b) the other party enters into an arrangement for an assignment for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (c) any event analogous to those described in sub-section (b) above happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets.
11.4 Except 11.3 On termination of this Agreement for any reason: (a) all licenses and other rights granted by Qubit under this Agreement shall immediately terminate; (b) Customer shall immediately pay to Qubit all outstanding unpaid invoices and interest and, in respect of Products rendered but for which no invoice has been submitted, Qubit will submit an invoice, which will be payable by Customer immediately on receipt; (c) each party shall (and Customer shall procure that any applicable Authorized User shall), return or destroy as provided in Section 16.13promptly directed by the other party and make no further use of any equipment, following property, Confidential Information, the Products (including the Script) and other items (and all copies of them) belonging to the other party; (d) Qubit will have no further obligation to store and/or make available Customer Data and may delete the same at any time from and including the date thirty (30) days after the termination or expiry of this Agreement, without further notice to Customer; and (e) the accrued rights of the parties as at termination, and Sections 1, 3.2, 3.4, 3.5, 5 and 6 through 12, will survive any expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.
Appears in 2 contracts
Term and Termination. 11.1 This 3.1. The Agreement shall commence on has the Effective Date and shall continue in effect for the Term (term as defined agreed in the Cover PageOffer and will automatically be renewed by successive periods of twelve (12) months, unless terminated earlier agreed otherwise in accordance with the terms Offer and subject to any limitations under statutory law. Either Party may terminate the Agreement against the end of these Standard Termsa contractual term, subject to a notice period of two (2) months. The Term shall automatically renew for Notice of termination must be in writing.
3.2. In case of a material breach of the Renewal Terms Agreement by the Customer, Zivver is entitled to terminate this Agreement and/or terminate access to or provision of the Service upon written notice, if the matters set forth in a breach notice are not cured to Zivver’s reasonable satisfaction within a thirty (30) day period. The consequences of termination do not give the Cover PageCustomer any right to compensation.
3.3. Without affecting any other right or remedy available to it, unless Customer gives Service Provider this Agreement may be terminated agreement with immediate effect upon written notice of non-renewal at least to the other party:
(a) by ▇▇▇▇▇▇, if Customer fails to pay any amount when due hereunder and such failure continues for thirty (30) days prior to the end after ▇▇▇▇▇▇▇▇’s receipt of the then-current Term.
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcyof nonpayment; or
(b) by either party, if the other party (i) becomes insolvent, (ii) is generally unable to pay, or fails to pay, its debts as they become due, (iii) files, or has an involuntary petition in bankruptcy filed against it; , a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, (c) becomes insolvent; (div) makes or seeks to make a general assignment for the benefit of its creditors; , or (ev) admits in writing its inability to pay its debts as they mature; (f) has applies for, or consents to, the appointment of a trustee, receiver appointed or custodian for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion a substantial part of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; property or (j) experiences an event analogous to any business;
3.4. After termination of the foregoing in Agreement, the Customer has the opportunity to download any jurisdiction in which any data (from its End Users) still present on Zivver's systems within a period of its assets are situatedsixty (60) days. The Customer itself is responsible for promptly downloading such data.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment3.5. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason: (a) Customer will pay to Zivver any fees, upon expiration of this Agreementreimbursable expenses, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interestcompensation, or other encumbrance amounts that have accrued prior to attach to any the effective date of the Mining Equipment, termination; (b) any and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related liabilities accrued prior to the Customer’s Mining Equipment effective date of the termination will survive and will be immediately due and payable; and (c) Customer will provide Zivver with a written certification signed by an authorized Customer representative certifying that all use by Customer of the Services and related documentation has been discontinued.
3.6. Upon termination of the Agreement, any Section that is received intended by Service Provider.its nature to survive expiry or termination shall so survive. The following Sections shall in any event remain in full force and effect:
(a) Section 8 - Indemnity
(b) Section 9 - Limitation of Liability
(c) Section 12 - Intellectual Property and Right of Use;
(d) Section 13 - Confidentiality; and
(e) Section 14.9 and 14.10 - Governing Law and Choice of Forum
Appears in 2 contracts
Sources: General Terms and Conditions, General Terms and Conditions
Term and Termination. 11.1 This 3.1 The term of this Agreement shall commence on July 1, 2001 (the "Effective Date Date") and shall continue remain in effect for two (2) years thereafter, unless terminated earlier as provided herein. Subject to Intraware's and CorpSoft's mutual written agreement, this Agreement may be renewed for additional one (1) year terms provided the iPlanet is also in effect for the Term same renewal period. In the event CorpSoft does not enter into an iPlanet Agreement with Sun by July 30, 2001, this Agreement shall terminate on that date and neither party shall have any liability to the other as a result of any such termination, provided however the termination date may be extended by mutual written agreement. In addition, Intraware may terminate this Agreement if CorpSoft and Sun do not enter into the agreement as described in Section 8.2 below within five (5) business days of the effective date of the iPlanet Agreement, and neither party shall have any liability to the other party as defined a result of any such termination.
3.2 On a monthly basis, CorpSoft and Intraware agree to review the sales activity and sales revenues for the previous month and compare such results against the sales goals in the Cover Pagefollowing rows of Exhibit C (which may be amended from time to time by mutual written agreement): Revenue (New Licenses), Gross Profit (New Licenses), Revenue (Renewals), Gross Profit (Renewals), Total 3rd Party Product GP. Approximately six (6) unless terminated earlier in accordance with months after the terms of these Standard Terms. The Term shall automatically renew Effective Date, Intraware and CorpSoft will review this Agreement for the Renewal Terms set forth in purpose of determining whether or not sales goals and expectations are being achieved.
3.3 Either party may terminate this Agreement if the Cover Page, unless Customer gives Service Provider written notice other party: (i) commits a material breach of non-renewal at least this Agreement and does not cure the breach within thirty (30) days prior to after receiving the end non-breaching party's written notice of the then-current Term.
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider breach or (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (cii) becomes insolvent; (d) , makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has , suffers or permits the appointment of a receiver appointed for its business or assets; , or avails itself of or becomes subject to any proceeding under any federal or state statute relating to insolvency or the protection of rights of creditors.
3.4 In the event the iPlanet Agreement expires or terminates, then this Agreement shall terminate concurrent with the expiration or termination date of the iPlanet Agreement. In the event the iPlanet Agreement expires or terminates within two (g2) ceases conducting business in years of the normal course; (h) has any significant portion of its assets attached; Effective Date and (i) experiences within such two (2) year period CorpSoft enters into a material negative litigation decision ruling that affects this Agreement; or new agreement with Sun for the resale of iPlanet on a direct basis, and (jii) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt receiving written notice from CorpSoft of such written noticenew agreement between CorpSoft and Sun, Intraware terminates any agreement then in effect between it and Sun for the resale of iPlanet, then Intraware shall receive **** (as described in Section 9.2 below) resulting from such new agreement between CorpSoft and Sun for a period equal to two (2) years minus the duration of the original iPlanet Agreement.
11.4 Except 3.5 Intraware and CorpSoft acknowledge that as provided in Section 16.13, following a result of this Agreement both parties will obtain information and knowledge regarding iPlanet customers and prospective customers and that some customers may be customers of both Intraware and Corpsoft. Intraware and CorpSoft agree that upon the expiration or termination of this Agreement either party may pursue sales opportunities with iPlanet customers and prospective customers without obligation to the other party.
3.6 As of the effective date of the expiration or termination of this Agreement, all Customer’s rights under this Agreement Intraware shall terminate cease marketing and Customer selling iPlanet, on behalf of CorpSoft, and neither party shall be entitled have any further obligation to the immediate possession other party except as otherwise specified herein. Within thirty (30) days of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 expiration or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration termination of this Agreement, each party shall return all tangible information, data, and materials, including without limitation Confidential Information, belonging to the other party and delete all electronic information or at Customer’s option upon cessation of services under this Agreement due data belonging to a Force Majeure Eventthe other party. Sections 5.1.6, Service Provider shall provide Customer with immediate 9.4 and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove 9.6 (for three years from the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(sEffective Date), 10, 11.1, 12.2, 13, 14, 15, 16 and 17 shall survive the Mining Equipment is expiration or termination of this Agreement. Furthermore, to the extent applicable, Sections 3.4, 6.2, and 9.2 shall remain survive for the exclusive property of Customer and shall not be deemed to become a fixture balance of the hosting site(stwo (2) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any year period of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providertime referenced in Section 3.4.
Appears in 2 contracts
Sources: Sales Alliance Agreement (Intraware Inc), Sales Alliance Agreement (Intraware Inc)
Term and Termination. 11.1 This Agreement shall commence on the Effective Date date hereof and shall continue in effect for three (3) years (hereinafter referred to as the Term (as defined in "Initial Term") and may be renewed thereafter upon mutual agreement between the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Pageparties; provided, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.
11.2 Customer however, that either party may terminate this Agreement immediately by giving the other party at least ninety (90) days prior written notice of termination.
11.2 Either party may terminate this Agreement upon the giving of prior written notice to Service Provider the other party if the other party (a) has not fully complied, in all material respects, with the terms and conditions hereof and (b) fails to cure any such material noncompliance within forty-five (45) days after receipt of such notice; in such event, this Agreement shall terminate effective on the later of (a) the expiration of such forty-five (45) day period or (b) the date specified in the written notice from the terminating party. In addition, either party may terminate this Agreement with immediate effect upon giving written notice to the other party in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general of insolvency, assignment for the benefit of creditors; (e) admits in writing its inability , or bankruptcy proceedings by or against the other party. In the event of termination by Buyer pursuant to pay its debts this Section 11.2 as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in result of material breach by Geneva, and subject to the normal course; (h) has provisions of Section 4.4, Geneva shall use honor any significant portion purchase order accepted prior to the date notice of its assets attached; (i) experiences termination is given. In the event of termination by Geneva pursuant to this Section 11.2 as a result of Buyer's material negative litigation decision ruling breach, Buyer acknowledges and agrees that affects this Agreement; or (j) experiences an event analogous Geneva shall be entitled to cancel any purchase order accepted prior to the date notice of the foregoing in termination is given, and shall not be obligated to ship any jurisdiction in which any of its assets are situatedProduct ordered by Buyer pursuant to such purchase order.
11.3 Either Party may terminate The termination of this Agreement upon written notice shall not release Buyer from the obligation to the other Party if pay any sum that may be owing to Geneva (whether then or thereafter due to Geneva) or operate to discharge any liability that had been incurred by either party prior to any such other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written noticetermination.
11.4 Except as provided in During the period between the giving of any notice of termination of this Agreement pursuant to this Section 16.1311 and the effective date of termination, following the expiration or all Product shall be delivered to Buyer solely on a C.O.D. basis.
11.5 Notwithstanding any termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this SectionSection 3.6(b), including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider and Articles 5,6,7,8 and 10 shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providerremain in effect.
Appears in 2 contracts
Sources: License and Supply Agreement (Omp Inc), License and Supply Agreement (Omp Inc)
Term and Termination. 11.1 This Agreement shall commence on is valid for an initial period of five (5) years from the Effective Date and shall continue in effect Date. After the initial period this Agreement will renew annually for the Term one (as defined in the Cover Page1) unless terminated earlier in accordance with the year terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written provides ninety (90) days prior notice of non-renewal at least its intent not to renew. Should Customer fail to pay may sum due and payable under this Agreement, MPOWER shall notify Customer in writing of such failure to pay. Customer shall then have thirty (30) days prior to from the end delivery of the then-current Term.
11.2 Customer may terminate this Agreement immediately upon MPOWER's written notice to Service Provider pay such amount(s). The foregoing sentence in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing no way relieves Customer from its inability obligation to pay its debts any and all late charges which may become due as they mature; set forth in Section VI below. If payment is not made within such thirty (f30) has a receiver appointed for its assets; (g) ceases conducting business in days, MPOWER shall have the normal course; (h) has immediate right to discontinue any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects and all services under this Agreement; or . Furthermore, if payment is not made within sixty (j60) experiences an event analogous days from the delivery of MPOWER's written notice, MPOWER shall have the immediate right to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits Agreement. Should either party commit a material breach of its obligations under this Agreement; provided, that other than failing to pay money, the non-breaching Party shall deliver to party may notify the breaching Party written notice of such material breach party in writing, setting out the breach, and the breaching Party party shall have thirty (30) days to remedy such breach. If the breaching party fails to remedy the breach during this thirty (30) day period, or, with respect to those breaches which cannot reasonably be remedied within thirty (30) days, if the breaching party fails to proceed promptly after being given such notice to commence remedying the breach and thereafter to proceed to remedy the same, the other party shall have the right to cure terminate this Agreement, provided such material breach within party gives the breaching party thirty (30) days after receipt days' prior written notice to that effect. Notwithstanding the foregoing, either party shall have the fight to immediately terminate this Agreement upon any breach by the other of such written notice.
11.4 Except as provided in its obligations under Section 16.13, following II above. Termination of this Agreement shall be without prejudice to all accrued rights and remedies either party may have and shall not affect any continuing rights and obligations of the expiration or parties under this Agreement. Upon the termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled and/or any Attachment to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation Customer shall return to MPOWER all Proprietary Information regarding the MPOWER Product whose license is being terminated, within sixty (60) days after such termination and MPOWER shall return to Customer any proprietary information obtained in the performance of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(swithin sixty (60) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any days after such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providertermination.
Appears in 2 contracts
Sources: Master Agreement (Xcarenet Inc), Master Agreement (Xcarenet Inc)
Term and Termination. 11.1 16.1 This Agreement shall commence on the Effective Commencement Date and shall continue remain in effect full force for the Term (as defined in unless otherwise agreed by the Cover Page) unless Parties or earlier terminated earlier in accordance with the terms term of these Standard Termsthis Agreement. The Term Thereafter, this Agreement shall continue to automatically renew for the Renewal Terms set forth in the Cover Pagea Subsequent Term, unless Customer a Party gives Service Provider written notice of non-renewal at least thirty to the other Party, ninety (3090) days prior to before the end of the then-current Term or before the relevant Subsequent Term, to terminate this Agreement at the end of the Term or the relevant Subsequent Term, as the case may be.
11.2 Customer 16.2 Without prejudice to any rights that the Parties have accrued under this Agreement or any of their respective remedies, obligations or liabilities, a Party may terminate this Agreement immediately upon with immediate effect by giving written notice to Service Provider in the event Service Provider other Party if:
(a) files any petition the Customer breaches its obligations in bankruptcy; Clauses 5.7 and 5.8;
(b) has an involuntary petition in bankruptcy filed against it; the Supplier commits a material breach of any material term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of forty five (45) days after being notified to do so;
(c) becomes insolventthe other Party breaches any of the terms of Clause 10, Clause 15 or Clause 20; or
(d) makes a general assignment for the benefit other Party suspends, or threatens to suspend, payment of creditors; (e) admits in writing its inability debts, or is unable to pay its debts as they mature; (f) has a receiver appointed for fall due or admits inability to pay its assets; (g) ceases conducting business in debts, or is deemed unable to pay its debts within the normal course; (h) has any significant portion meaning of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any section 123 of the foregoing in any jurisdiction in which any of its assets are situatedInsolvency ▇▇▇ ▇▇▇▇.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following the expiration or termination 16.3 Termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination.
16.4 On termination of this Agreement for any reason:
(a) the Supplier shall immediately cease provision of the Services;
(b) the Customer shall pay any and all invoices and sums due and payable up to and including the date of termination including (1) all remaining amounts owing up to the end of the Term or the Subsequent Term (as applicable); (2) any licence fees as set out under Clause 12.1; and (3) any termination fees that the Supplier incurs from any of its third parties as a consequence of such termination. The Supplier shall use reasonable endeavours to mitigate any loss but the Customer acknowledges and agrees that any third-party fees may not be mitigated by the Supplier and the Customer shall not hold the Supplier responsible if its incurs full termination fees; and
(c) each Party shall use reasonable endeavours to return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other Party.
16.5 Save as provided in Clause 16 or elsewhere in this Agreement, or at Customer’s option upon cessation of services under this Agreement by mutual consent and on agreed terms, or due to a Force Majeure Eventevent, neither Party shall be entitled to terminate a Statement of Work.
16.6 Termination of any Statement of Work shall be without prejudice to any other rights which any party may have under any other Statement of Work.
16.7 Upon termination of this Agreement for any reason the Supplier will provide to the Customer and / or to any new supplier selected by the Customer (the “Successor Service Provider”) such assistance as reasonably requested by the Customer in order to effect the orderly transition of the applicable Services, in whole or in part, to the Customer or to Successor Service Provider (such assistance shall provide be known as the “Termination Assistance Services”) during any period of notice of termination (the “Termination Assistance Period”). Any services required by the Customer with immediate for the transition of Services during the Termination Assistance Period shall be provided by the Supplier at its then current time and unconditional access materials fee rate for such period of time as shall be mutually agreed. Such Termination Assistance Services may include:
(a) developing a plan for the orderly transition of the terminated Services from the Supplier to any hosting site(sthe Customer or the Successor Service Provider;
(b) in which providing reasonable training to the Customer or the Successor Service Provider is hosting in the performance of the Services then being performed by the Supplier;
(c) using commercially reasonable efforts to assist the Customer, at the Customer’s Mining Equipment sole cost and expense, in acquiring any necessary rights to allow Customer legally and physically access and use any third-party technologies and documentation then being used by the Supplier in connection with the Services;
(d) using commercially reasonable efforts to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related make available to the Customer’s Mining Equipment is received , pursuant to mutually agreeable terms and conditions, any third party services then being used by Service Providerthe Supplier in connection with the Services; and
(e) such other activities upon which the Parties may agree.]
16.8 The provisions of Clauses 7,8,10,11,12,13,15,17,18 and 20 shall survive termination of any Statement of Work or this Agreement.
Appears in 2 contracts
Sources: Service Agreement, Acceptable Use Policy
Term and Termination. 11.1 This Agreement 10.1 The commencement date and term of any Statement of Work shall commence be as set out in the relevant Statement of Work.
10.2 Either party may choose not to renew an auto-renewing Statement of Work by serving written notice on the Effective Date and shall continue in effect for the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) other not less than 30 days prior to the end final day of the then-current Termterm, and in such case the Statement of Work shall not renew and shall instead terminate on the final day of the term.
11.2 Customer 10.3 Supplier may terminate this Agreement a Statement of Work immediately upon on written notice if the Customer:
10.3.1 commits an irremediable material breach of any of this agreement as it relates to Service Provider in the event Service Provider Statement of Work, persistently commits remediable breaches or commits any remediable material breach and fails to remedy it within 30 days of receipt of notice of the breach requiring remedy of the same;
10.3.2 fails to pay any amount due to Supplier as it falls due (a) files under that or any petition in bankruptcyother any Statement of Work); (b) has or
10.3.3 makes an involuntary petition in bankruptcy filed against it; (c) arrangement with or enters into a compromise with its creditors, becomes insolvent; (d) makes the subject of a general assignment for the benefit of creditors; (e) admits in writing its inability voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; United Kingdom or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situatedelsewhere.
11.3 Either Party 10.4 Customer may terminate this Agreement upon a Statement of Work immediately on written notice to if the other Party if such other Party Supplier:
10.4.1 commits a an irremediable material breach of any of this Agreement; provided, that the non-breaching Party shall deliver agreement as it relates to the breaching Party written notice Statement of such Work, persistently commits remediable breaches or commits any remediable material breach and the breaching Party shall have the right fails to cure such material breach remedy it within thirty (30) 30 days after of receipt of such written noticenotice of the breach requiring remedy of the same;
10.4.2 makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere.
11.4 Except as provided 10.5 Subject to clause 10.6, in Section 16.13, following the expiration or event of termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession a Statement of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated Work for any reason:
10.5.1 any Fees already paid shall be non-refundable;
10.5.2 any amounts invoiced under the terminated Statement of Work (or in respect of the terminated Deliverables) as at the date of termination shall become immediately due and payable;
10.5.3 Supplier may invoice for any Deliverables provided up until the date of termination and any expenses incurred, upon expiration and those invoices shall be immediately due and payable; and
10.5.4 the accrued rights of this Agreementthe parties as at termination, or at Customer’s option upon cessation the continuation after termination of services under this Agreement due any provision expressly stated to a Force Majeure Eventsurvive or implicitly surviving termination, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed affected or prejudiced.
10.6 Nothing in clause 10.5 shall require the Customer to become pay any Fees, or prevent the Customer from receiving a fixture reimbursement of any Fees, where it is entitled to remission from or refund of those Fees pursuant to clauses 5.1, 5.2 or 8.13.
10.7 Where a Statement of Work grants a licence of Supplier Software, or a relevant part of a Statement of Work, is terminated, the Customer shall immediately cease to use the Supplier Software and shall at Supplier's option either return it (and the Documentation) to Supplier or delete and destroy all copies of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to affected Supplier Software and Documentation.
10.8 The termination of a similar interest to Service Provider under applicable real estate law. Service Provider Statement of Work shall not allow affect the continuation of any lienterms which are expressly or implicitly intended to survive termination, security interestincluding clauses 1, 7, 10, 11, 13, 15, 17 and 18, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party continuation of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions other Statements of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service ProviderWork.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Term and Termination. 11.1 This 8.1 Subject to the provisions of Section 15, the initial term of this Agreement shall be for three (3) years (“Term”), which shall commence on the Effective Date and Date. Unless terminated by a Party, this Agreement shall continue in effect automatically renew on a month-to-month basis. Either Party may terminate this agreement at the expiration date of the initial term or any subsequent month-to-month expiration date provided the terminating Party gives written notice to terminate (“Notice Date”) at least ninety (90) days prior to an expiration date. Either Party may request negotiations of a successor agreement. If the Parties are unable to agree on the terms of a successor agreement, either Party may seek regulatory or judicial relief as necessary.
8.2 Neither Party shall have any liability to the other Party for termination of this Agreement other than to pay to the Term other Party any amounts owed under this Agreement. Upon termination or expiration of this Agreement:
(as defined in the Cover Pagea) unless terminated earlier each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement in accordance with the terms Section 8.5;
(b) each Party’s indemnification obligations (Section 11) and confidentiality obligations (Section 17.5) shall survive termination or expiration of these Standard Termsthis Agreement. The Term shall automatically renew for the Renewal Terms set forth If either Party defaults in the Cover Pagepayment of any amount due hereunder, unless Customer gives Service Provider written notice or if either Party violates any other provision of non-renewal at least this Agreement, and such default or violation shall continue for thirty (30) days prior after written notice thereof (pursuant to Section 17.10), the end of the then-current Term.
11.2 Customer other Party may terminate this Agreement immediately upon by written notice. If the defaulting Party cures the default or violation within the thirty (30) day period, the other Party will not terminate this Agreement but shall be entitled to recover all costs, if any, incurred by it in connection with the default or violation.
8.3 The Parties agree that disputed and undisputed amounts due under this Agreement shall be handled as follows: If any portion of an amount due to a Party (the “Billing Party”) under this Agreement is subject to a bona fide dispute between the Parties, the Party billed (the “Non-Paying Party”) shall, within thirty (30) days of the invoice date containing such disputed amount, give written notice to Service Provider the Billing Party of the amounts it disputes (“Disputed Amounts”) and include in such notice the event Service Provider specific details and reasons for disputing each item. The Non-Paying Party shall pay when due all undisputed amounts to the Billing Party. The Parties will work together in good faith to resolve issues relating to the disputed amounts. If the dispute is resolved such that payment of the disputed amount is required, whether for the original full amount or for the settlement amount, the Non-Paying Party shall pay the full disputed or settlement amounts with daily interest at the lesser of (i) one and one-half percent (1-1/2%) per month or (ii) the highest rate of interest that may be charged under the applicable state law from the date of invoice. In addition, the Billing Party may initiate a complaint proceeding with the appropriate regulatory or judicial entity, if unpaid undisputed amounts become more than ninety (90) days past due, provided the Billing Party gives an additional thirty (30) days notice and opportunity to cure the default. Any undisputed amounts not paid when due shall accrue daily interest from the date such amounts were due at the lesser of (i) one and one-half percent (1-1/2%) per month or (ii) the highest rate of interest that may be charged under the applicable state law. Undisputed amounts shall be paid within thirty (30) days of invoice date.
8.4 Upon termination or expiration of this Agreement in accordance with this Section:
(a) files any petition in bankruptcy; Each Party shall comply immediately with its obligations as set forth above;
(b) has an involuntary petition in bankruptcy filed against it; Each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement;
(c) becomes insolvent; (d) makes a general assignment for the benefit Each Party’s indemnification obligations shall survive termination or expiration of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 8.5 Either Party may terminate this Agreement upon written notice to in whole or in part in the event of a default of the other Party if such other Party commits a material breach of this Agreement; Party, provided, however, that the non-breaching defaulting Party shall deliver notifies the defaulting Party in writing pursuant to Section 17.10 of the breaching Party written notice of such material breach alleged default and the breaching defaulting Party shall have the right to does not cure such material breach alleged default within thirty (30) days after receipt of such written noticenotice thereof.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.
Appears in 1 contract
Sources: Traffic Exchange Agreement (Wave2Wave Communications, Inc.)
Term and Termination. 11.1 This 4.1 Unless otherwise terminated as provided herein, the term of this Agreement shall commence on the Effective Date (which for purposes of clarity is the date of the Closing under the Merger Agreement) and shall continue in effect for the Term terminate on December 31, 2034 (such period, including as defined in the Cover Page) unless terminated earlier may be extended in accordance with the terms of these Standard Termssubsequent sentence, the “Term”). The Term Thereafter, the Agreement shall automatically renew for the Renewal Terms set forth in the Cover Pagesuccessive five (5)-year terms, unless Customer either Party gives Service Provider written notice to the other Party of non-renewal intent not to renew at least thirty six (306) days months prior to the end expiration of the then-current Term. If either Party elects not to renew the Agreement and the other party wishes to continue the Agreement, the Parties shall attempt in good faith to negotiate an amendment to the Agreement to renew the Term on such terms as may be negotiated by the Parties. Such good faith negotiation shall continue until both Parties agree to cease negotiations or until expiration of the Term.
11.2 Customer may 4.2 After good faith consultation with the Advisory Board, either Party shall have the right to terminate this Agreement immediately upon written notice to Service Provider in at any time for an uncured material breach by the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for other Party, including the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any non-payment of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a material breach of this Agreement; providedAnnual Guarantee, license fees and staffing fees, provided that the non-breaching Party shall deliver provides prior written notice to the breaching Party written notice of such Party, specifying the alleged material breach breach, and further provided that the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written noticenotice to cure the material breach, to the reasonable satisfaction of the non-breaching Party; provided, further, that if such breach (other than a breach for non-payment) cannot be cured during such 30-day period, but the allegedly breaching Party has commenced and is continuing good faith efforts to cure such breach within such 30-day period, then the cure period shall be extended until the allegedly breaching Party has stopped making good faith efforts to cure such breach, such extension not to exceed ninety (90) days.
11.4 Except 4.3 Either Party may terminate this Agreement immediately upon giving notice if the other Party ceases to conduct its operations in the normal course of business, including the inability to meet its obligations as provided in Section 16.13they mature, following or if any proceeding under the expiration bankruptcy or termination insolvency laws is brought by or against the other Party, or a receiver or custodian is appointed or applied for by the other Party, or an assignment for the benefit of creditors or a transfer of all or substantially all of its property is made by the other Party.
4.4 In addition to and without limiting any other provision of this Agreement, all Customer’s rights under if a Change of Control occurs at any time during the Term, PFHOF shall have the right to terminate this Agreement shall terminate and Customer shall be entitled immediately upon giving notice of such termination to the immediate possession of all Mining EquipmentVillage Media Company. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration For purposes of this AgreementSection 4.4, a “Change of Control” shall mean any transaction or series of related transactions that results in (including by way of merger or consolidation), or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) that is in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s)connection with, the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(sVillage Media Company no longer being controlled (as defined in Section 1.2) by or otherwise so related to the hosting site(sunder common control (as defined in Section 1.2) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providerwith HOFV.
Appears in 1 contract
Sources: Media License Agreement (Hall of Fame Resort & Entertainment Co)
Term and Termination. 11.1 (a) This Agreement shall commence on the Effective Date and and, unless earlier terminated in accordance with this Section 9, shall continue in effect for the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current TermPricing Proposal.
11.2 Customer (b) Either party may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files for any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a material breach of this Agreement; provided, Agreement by the other party that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach is not cured within thirty (30) days after receipt of written notice of the breach from the non-breaching party; provided however, such cure period shall not apply (i) if Dealership is in breach of Section 3(a) (License and Restrictions) of this Agreement, or (ii) if either party is in breach of Section 6 (Confidentiality), and in either such case the non- breaching party may terminate this Agreement immediately upon such breach; and further provided, however, that the cure period for the breach by Customer of an obligation to pay fees when due shall be ten (10) days. In addition, Bindr may terminate this Agreement at any time without cause upon thirty (30) days’ written noticenotice to Customer.
11.4 Except as provided in Section 16.13(c) This Agreement shall be immediately terminated upon the dissolution or bankruptcy of Customer, following the filing of a bankruptcy petition by or against Customer or a general arrangement or assignment by Customer for the benefit of creditors.
(d) Following expiration or termination of this AgreementAgreement for any reason, all Customer’s rights under this Agreement and licenses granted herein shall terminate and Customer shall be entitled immediately cease use of and certify to Bindr that it has destroyed all copies of the Software. Bindr will archive the as-builts and remove them from online access. Notwithstanding the foregoing, termination or expiration of this Agreement shall not limit either party from pursuing any remedies available to it at the time of or in connection with such termination, nor shall such termination release Customer from any obligation to pay all fees that have accrued under this Agreement up to the immediate possession date of all Mining Equipmenttermination. If the Agreement is terminated by Customer pursuant to Section 11.2 The parties’ rights and obligations under Sections 4, 5, 6, 7, 8, 9(d), 11 and 12 shall survive any termination or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.
Appears in 1 contract
Sources: End User License Agreement (Eula)
Term and Termination. 11.1 This 5.1 The Agreement shall commence commences on the Effective Date and shall continue in effect for the Term (as defined in the Cover Page) unless continues until it is terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current Termthis Section 5.
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 5.2 Either Party party may terminate this Agreement upon fifteen (15) days’ prior written notice to the other Party if such other Party commits a material breach party hereto. Unless otherwise stated herein, termination of this Agreement; providedAgreement shall not affect any Professional Services currently being delivered under an SOW or Order Form, that and this Agreement shall remain in full force and effect until the non-breaching Party shall deliver to completion thereof.
5.3 Either party may terminate this Agreement and/or any SOW or Order Form executed between the breaching Party written notice of such material breach parties if: (i) the other party materially breaches this Agreement and does not cure the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written notice; or (ii) the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
11.4 Except as provided in 5.4 CoGuard may (at its sole discretion) suspend delivering Professional Service if Customer breaches the terms of Section 16.13, following G (Payment of Fees) until such breach is remedied.
5.5 In the expiration or termination of event this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant in accordance with Section 5.3, CoGuard will refund to Section 11.2 or 11.3, then Customer shall be reimbursed a prorated amount equal to pre-paid Fees for the cost unused portion of relocating its Mining Equipment from Service Provider’s facility.
11.5 Professional Services as of the termination date, if any. If either this Agreement is terminated by CoGuard in accordance with this Section 5, Customer will pay (if applicable) any and all unpaid Fees due and payable as of the date of termination, to the extent permitted by applicable law. For the avoidance of doubt, in no event will termination relieve Customer of its obligation to pay any Fees payable to CoGuard for any reasonthe Professional Services performed in the period prior to the effective date of termination
5.G Except as explicitly provided for herein, upon expiration termination of this Agreement (or any SOW or Order Form as applicable) Customer shall not be entitled to any refund or credit.
G. PAYMENT OF FEES
G.1 Unless otherwise stated in the applicable SOW or Order Form, CoGuard will invoice Customer for Professional Services as rendered on a time and materials basis, provided any fixed fee Professional Services shall be paid upfront in full and shall be non- cancellable. Customer will pay CoGuard the applicable Fees without any right of set-off or deduction. All payments will be made in accordance with the payment details stated within the applicable Order Form or SOW. If not otherwise specified, all Fees will be due and payable within thirty (30) days of Customer’s receipt of an invoice. Except as expressly set forth in this Agreement, all Fees paid or at Customer’s option upon cessation due hereunder (including prepaid amounts) are non-refundable
G.2 Any unpaid late Fees are subject to a finance charge of services one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees. Fees under this Agreement due to a Force Majeure Eventare exclusive of any and all taxes or duties, Service Provider shall provide Customer with immediate and unconditional access now or hereafter imposed by any governmental authority, including, but not limited to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modifynational, protectstate or provincial tax, sales tax, value-added tax, property and similar taxes, if any. Fees under this Agreement shall be paid without any withholding or remove deduction. In the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party case of any such liendeduction or withholding requirements, security interest, or encumbrance. Service Provider shall take all necessary action Customer will pay any required withholding itself and will not reduce the amount to effectuate the provisions of this Section, including the grant of access be paid to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service ProviderCoGuard on account thereof.
Appears in 1 contract
Sources: Professional Services
Term and Termination. 11.1 20.1 This Agreement shall commence come into force on the Effective Date and shall continue in effect for the Term (as defined in the Cover Page) Order Acceptance and, unless terminated earlier in accordance with its terms, shall continue for the terms duration of these Standard Terms. The Term the Service Period after which it shall automatically renew expire.
20.2 If either Party wishes to terminate the provision of the Services for convenience, which it is entitled to do at any time, it shall issue its written notification through the Renewal Terms set forth AWS Marketplace in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end case of the then-current TermCustomer. It is acknowledged that the Customer shall continue to be charged for such Services until the next Renewal Date, from which point the applicable Subscription Fees shall cease to be levied.
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 20.3 Either Party may terminate this Agreement upon written immediately at any time by giving notice in writing to the other Party if such if:
20.3.1 the other Party commits a material breach of this AgreementAgreement and such breach is not remediable; provided, that or
20.3.2 the non-breaching other Party shall deliver to the breaching Party commits a material breach of this Agreement which is not remedied within 20 Business Days of receiving written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written noticebreach.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s 20.4 In addition to its rights under this Agreement shall terminate and Customer Clause 18.1.2 above, the Supplier shall be entitled to terminate the Services with immediate possession of all Mining Equipment. If effect and without incurring any liability to the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for in the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated event that the Subscription Fees remain unpaid for any reason. It is acknowledged that time shall be of the essence with respect to the payment of the Subscription Fees by the Customer.
20.5 The Supplier may terminate or suspend the provision of the Services with immediate effect and without incurring any liability to the Customer in the event that: (i) the Services are compromised by the AWS Services or the services of any third party for whatever reason; (ii) AWS terminates the provision of the AWS Services for any reason; or (iii) any third party vendor terminates the provision of its services to the Supplier for any reason.
20.6 Any breach by the Customer of the Acceptable Use Policy, upon expiration or of any similar AWS policy, or of Clause 10, shall be deemed a material breach of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providerremediable.
Appears in 1 contract
Sources: Cse Licence Agreement
Term and Termination. 11.1 9.1 This Agreement shall shall, unless otherwise terminated as provided in this clause 9, commence on the Effective Date and shall continue in effect for the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current TermDate.
11.2 Customer may 9.2 Either Party can terminate this Agreement immediately upon by giving the other Party a three- months prior written notice to Service Provider in at any time after the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for 6 months non-cancellable period from the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous Effective Date.
9.3 Without prejudice to any of other rights or remedies to which the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Parties may be entitled, either Party may terminate this Agreement upon written notice without liability to the other Party if such at any time if:
(a) the other Party commits a material breach of any of the terms of this AgreementAgreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that Party being notified in writing of the breach; provided, that or
(b) the non-breaching other Party enters into insolvency proceedings or takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
9.4 On termination of this Agreement for any reason:
(a) all licences granted under this Agreement shall immediately terminate;
(b) each Party shall deliver return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the breaching Party written notice other Party;
(c) Activity Stream may destroy or otherwise dispose of such material breach and any of the breaching Party shall have the right to cure such material breach within thirty (30) Customer Data in its possession unless Activity Stream receives, no later than ten days after receipt the effective date of such written notice.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Activity Stream shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all Customer’s rights under this Agreement shall terminate fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall be entitled to pay all reasonable expenses incurred by Activity Stream in returning or disposing of Customer Data; and
(d) the immediate possession accrued rights of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreementparties as at termination, or at Customer’s option upon cessation the continuation after termination of services under this Agreement due any provision expressly stated to a Force Majeure Eventsurvive or implicitly surviving termination, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) affected or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providerprejudiced.
Appears in 1 contract
Sources: Terms & Conditions of Use
Term and Termination. 11.1
8.1. This Agreement shall commence on be effective as of the Effective Date and shall continue remain in effect force for the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms period set forth in Exhibit B, as of the Cover PageEffective Date (the "Initial Term"). Upon expiration of the Initial Term, this Agreement shall be automatically renewed for additional terms of twelve months each (each a “Renewal Term” and collectively with the Initial Term, the “Term”) unless Customer gives Service Provider and until either Party provides the other Party hereto with a written notice of non-renewal at least thirty its wish to terminate this Agreement not less than sixty (3060) days prior to the end expiration of the then-current TermInitial Term or any Renewal Term as applicable.
11.2 Customer 8.2. Notwithstanding the above, Client may terminate this Agreement immediately for any reason between the Effective Date and the ninetieth (90th) day after the date of installation of the Service upon written notice to Service Provider in Datos, provided however that the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situatedannual License Fee shall be non-refundable.
11.3 8.3. Either Party may terminate this Agreement upon written notice to if the other Party if such other Party commits a party hereto fails to comply with any material breach term or condition of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of Agreement and such material breach and continues uncured (to the breaching Party shall have the right to cure such material breach within extent curable) for a period of thirty (30) days after receipt written notice of such written noticebreach has been provided to the breaching Party. Such notice shall include specific details of the alleged breach. Without limiting the term “material breach”, the Parties agree that Client’s failure to timely remit any part of the Fees under this Agreement shall be a material breach.
11.4 Except as provided 8.4. Upon the expiration of this Agreement Datos will terminate Client’s access to the Service and Client will no longer be capable to access the Service. Termination of this Agreement shall not relieve either Party of its respective obligations to the other hereunder that arose prior to the effective date of termination, including all Client payment obligations that have accrued prior to the date of termination. In addition to the payment obligations, the provisions contained in Section 16.13Sections 1.5.4, following 2, 3, 6, 7, 8.4 and 9 through 12 shall survive the expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.reason.
Appears in 1 contract
Sources: Master Service Agreement
Term and Termination. 11.1 16.1. This Agreement shall shall, unless otherwise terminated as provided in this clause and/ or the Conditions, commence on the Effective Commencement Date and shall continue in effect for the Free Subscription Period (if any) and then subject to the agreement of Commercial Terms, for any Initial Term and Subsequent Term and, thereafter, this Agreement shall be automatically renewed for successive Renewal Terms, unless:
16.1.1. either party notifies the other party of termination, in writing, on 30 (as defined thirty) days’ prior notice at any time during the Initial Term or Subsequent Term whereupon this Agreement and the Contract shall terminate upon expiry of the notice period, provided that such notification shall be at least 30 days before the end of the Initial Term or Subsequent Term.
16.1.2. either party notifies the other party of termination, in writing, at least 30 days before the Cover Page) unless end of any Renewal Period, in which case this Agreement and the Contract shall terminate upon the expiry of the applicable Renewal Period; or
16.1.3. otherwise terminated earlier in accordance with the terms provisions of these Standard Termsthis Agreement and the Conditions;
16.1.4. The and the Initial Term together with any or Subsequent Term or Renewal Term(s) shall automatically renew for constitute the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.
11.2 Customer 16.2. Without affecting any other right or remedy available to it, PleXHub may terminate this Agreement immediately upon the Contract with immediate effect by giving written notice to Service Provider in the event Service Provider Customer if:
16.2.1. the Customer commits a material breach of any other term of this Contract, which breach is irremediable or (aif such breach is remediable) files any petition in bankruptcy; fails to remedy that breach within a period of 28 (btwenty eight) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits days after being notified in writing to do so;
16.2.2. the Customer repeatedly breaches any of the terms of this Commercial Terms and/ or the Conditions in such a manner as to reasonably justify the opinion that its inability conduct is inconsistent with it having the intention or ability to give effect to the terms of this Commercial Terms and/ or the Conditions;
16.2.3. the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they mature; (f) fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
16.2.4. the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
16.2.5. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
16.2.6. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Customer;
16.2.7. the holder of a qualifying floating charge over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver;
16.2.8. a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed for its assets; (g) ceases conducting business in over the normal course; (h) has assets of the Customer;
16.2.9. a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any significant portion part of the Customer's assets and such attachment or process is not discharged within 14 days;
16.2.10. the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its assets attached; (i) experiences a material negative litigation decision ruling business.
16.2.11. any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that affects this Agreement; has an effect equivalent or (j) experiences an event analogous similar to any of the foregoing events referenced in any jurisdiction clause 12 to clause 13 (inclusive);
16.3. During the Free Subscription Term, PleXHub can terminate the Contract for the provision of the Services immediately. PleXHub will use reasonable efforts but shall not be obliged to notify the Customer in which any of its assets are situatedsuch circumstances.
11.3 Either Party may terminate 16.4. On termination of the provision of the Services and/or the Commercial Terms for any reason:
16.4.1. all licences granted under this Agreement upon written notice Contract shall immediately terminate;
16.4.2. 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 if such other Party commits a material party;
16.4.3. PleXHub may destroy or otherwise dispose of any of the Data in its possession; and
16.4.4. 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 this Agreement; provided, that Contract which existed at or before the non-breaching Party shall deliver to the breaching Party written notice date of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) affected or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providerprejudiced.
Appears in 1 contract
Term and Termination. 11.1 13.1 This Agreement shall commence on be effective for five years from the Effective Date and shall continue in effect for the Term (effective date as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current Termthis Agreement.
11.2 Customer 13.2 Either party may terminate this Agreement immediately upon written notice prior to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any expiration of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a term for material breach of this Agreement; provided, provided such breach is not cured as set forth below.
13.3 If either party believes that the non-breaching Party other has materially breached the agreement, then the party alleging the breach shall deliver to give the breaching Party other 15 days written notice setting forth the nature of such the claimed breach and confirming the intent to terminate. The party claimed to be in breach will then have 15 days to cure the condition which constitutes the alleged material breach and of the breaching Party shall have contract, or demonstrate that no breach exists. If the right party in breach fails to cure such material correct the breach within thirty (30) or demonstrate no breach exists, the agreement will terminate upon two days after receipt of such written notice.
11.4 Except as provided in Section 16.1313.4 The Owner may, following the expiration or termination of this Agreementat any time, all Customer’s rights under terminate this Agreement shall for the Owner’s convenience without cause upon 30 days written notice. In the event the Owner terminates this Agreement for convenience, SEH D|B shall:
13.4.1 Cease operations as directed by the Owner in its notice;
13.4.2 Take actions as necessary or as the Owner may direct for the protection and preservation of the Work; and
13.4.3 Except for work directed to be performed prior to the effective date of the termination for convenience, terminate all existing subcontracts and Customer purchase orders, and enter in to no further subcontracts and purchase orders.
13.4.4 Determine the total amount due for services performed prior to the effective date of the termination for convenience.
13.5 In the event of termination for convenience by the Owner, SEH D|B shall be entitled to the immediate possession of receive payment for all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of Work executed per this Agreement, and any Work Orders or at Customer’s option upon cessation Change Orders.
13.6 In the event of services under termination for cause prior to the expiration of the term of this Agreement or any Work Order, Owner shall pay to SEH D|B the remaining amount due to a Force Majeure Event, Service Provider for the Work performed and all claims shall provide Customer with immediate and unconditional access to any hosting site(s) be resolved as set forth in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipmentapplicable Work Order. The Parties agree that, although Service Provider may store, use, or install Such payment shall be due within 30 days of termination. Payments not received by the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture last day of the hosting site(s) month shall be overdue and will accrue interest at a rate of 1.5% per month or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim maximum rate allowed by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment law which ever is received by Service Providerless.
Appears in 1 contract
Sources: Water Tank Maintenance Agreement
Term and Termination. 11.1 This Unless terminated earlier by either Party in accordance with this Agreement, this Agreement shall will commence on the Effective Date and shall will continue in effect for the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current Initial Term.
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated, Termination.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party (1) Customer shall have the right to terminate all or any part of this Agreement including all or any part of the SOWs forthwith upon written notice to Contractor in the event that:
(a) Contractor defaults in the performance or observance of any of its material obligations under this Agreementor fails to the reasonable satisfaction of Customer anto correct any material deficiency under this Agreement or in the applicable SOW, in the performance of the Services under this Agreement, and fails to cure such material breach default or deficiency within fifteen (15) Business Days of receiving written notice of such default or deficiency from Customer;
(b) Contractor commits an Act of Insolvency;
(c) Contractor fails to meet any SOW Termination Key Milestone date and fails to cure such default within ten (10) Business Days of receiving written notice of such default from Customer whereupon, if requested by Customer, Contractor shall promptly refund or credit, at Customer’ sole discretion, to Customer the aggregate of all amounts then paid and waive the right to any amount payable by Customer in respect of such SOW;
(d) A third-party infringement claim is identified
(2) Notwithstanding any other provision of this Agreement and without prejudice to any other rights or remedies Customer may possess and subject to the provisions of the applicable Appendix, in the event that Customer wishes/wish to terminate this Agreement and/or a Statement of Work in whole or in part for reasons unrelated to Contractor’s performance (“termination for convenience”), Customer shall be entitled to do so provided that Customer and/or its applicable Affiliate(s): (a) gives/give Contractor a minimum of thirty (30) days’ advance written notice of such termination (or such longer period as may be agreed and set forth in an applicable Statement of Work); and (b) pays Contractor the Charges as established pursuant to the applicable Statement of Work through to the termination effective date. The Parties agree that the foregoing payments shall be Contractor’s only remedy in the event of a termination pursuant to this Section excluding any unpaid invoices due Contractor, and Contractor acknowledges that the payment made pursuant to this Section is in complete and final satisfaction of any and all Customer liabilities to Contractor related to the termination for convenience. Contractor shall not make a claim for damages, losses, liabilities, penalties, fines, assessments, claims, actions, costs, expenses (including the cost of legal or professional services, legal costs being on a full indemnity basis), proceedings, demands and charges whether arising under statute, contract or at common law of any kind as a result of or in connection with the termination for convenience by Customer pursuant to this Section
(3) Contractor shall have the right to terminate this Agreement forthwith upon written notice to Customer if Customer defaults in its undisputed payments under this Agreement and fails to cure such default within thirty (30) days after receipt Business Days of receiving written notice of such written notice.
11.4 Except as provided in Section 16.13, following default from Contractor. Contractor acknowledges and agrees that the expiration or foregoing right of termination will be its sole and exclusive right of termination under this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.
Appears in 1 contract
Sources: Contractor Agreement
Term and Termination. 11.1 a) This Agreement agreement shall commence on the Effective Date and shall continue in effect for the Term (as defined in the Cover Page) unless terminated earlier in accordance with writing by either party. Supplier will give a minimum of 2 months’ notice should it wish to terminate the terms of these Standard Termscontract except where the conditions below apply. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written Client will give notice of non-renewal at least thirty (30) days prior one calendar month to the end of the then-current TermSupplier should they wish to terminate this contract.
11.2 Customer b) Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice agreement without liability to the other Party if such if: the other Party party commits a material breach of any of the terms of this Agreement; provided, agreement and (if such a breach is remediable) fails to remedy that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) 30 days after receipt of such written noticethat party being notified in writing of the breach; or an administrator, receiver or liquidator is appointed in connection with the other party or any part of its business, or it is otherwise insolvent; or the other party ceases, is likely to or threatens to cease, to trade.
11.4 Except as provided c) Supplier shall be entitled by notice in Section 16.13writing, following without prejudice to any of its rights herein, to terminate forthwith this agreement on 2 months’ notice to Client, or suspend processing if any sum or fee due to Supplier remains due and unpaid for 10 days or more after the expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer due date.
d) Supplier shall be entitled to suspend the immediate possession processing of all Mining Equipmentany transaction, singularly or as a batch, if a transaction fails any Anti Money Laundering or financial crime checks that Supplier carries out as part of its regulatory commitments. If Supplier may also suspend the Agreement is terminated by Customer pursuant processing of any Client initiated transaction where Client has insufficient funds available in their Nuapay account. Notwithstanding any other provisions in this agreement, Supplier shall cease provision of any Services in the event that there are legitimate concerns surrounding Client, including but not limited to Section 11.2 the security of the payment services, the undertaking of any of the activities listed at ▇▇▇.▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇▇, or 11.3, then Customer shall be reimbursed for the cost being in breach of relocating its Mining Equipment from Service Provider’s facility.this agreement
11.5 If either e) On termination of this Agreement is terminated agreement for any reason:
i. all licences granted under this agreement shall immediately terminate and Client shall cease use of the Nuapay Service;
ii. all Nuapay payment accounts issued to Client will be closed on the termination date;
iii. Supplier will, upon expiration at the choice of this AgreementClient, delete or at Customer’s option upon cessation return all the personal data to Client after the end of the provision of services under relating to processing data. Supplier may restrict the deletion of personal data where such an activity would breech compliance with any financial crime and terrorist financing regulation that applies to Supplier.
iv. Supplier will retain information relating to the use of all Nuapay services used by Client for a period of sufficient time to meet all statutory requirements in this Agreement due respect;
v. Client remains liable for a period of 13 months in the case of SEPA Direct Debit transactions or indefinitely for Direct Debits processed via Bacs after the termination of the contract to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to compensate Supplier in full for any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove claims made against Client resulting from the Mining Equipmentreturn of any Direct Debit collection initiated by Client for any reason
vi. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment accrued rights of both parties as at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and termination shall not be deemed affected or prejudiced, including, but not by way of limitation, the payment of Fees due but unpaid as at the date of termination.
vii. Where Client terminates the agreement an amount equivalent to become a fixture 5% of the hosting site(s) or otherwise so related value of any direct debits collected in the four week period prior to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any receipt of the Mining Equipment, and shall defend and hold Customer harmless from termination notice by Supplier will be held in reserve to cover any claim claims received for unpaid direct debits. The residue of this amount will be transferred to an account specified by a third party Client two calendar months after the date of termination net of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of claims made during this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providerperiod.
Appears in 1 contract
Sources: Service Agreement
Term and Termination. 11.1 (i) This Agreement shall commence become effective on the Effective Date date first written above and shall continue in effect for the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Termsan initial three year period. The Term Agreement may be terminated in its entirety or as to Section I. or Section II. only prior to the expiration of the initial term only if a party commits a material breach of any term or condition hereof and any such breach is not cured or rectified within ninety (90) calendar days after the party claiming the breach shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider have given written notice of nonsuch to the other party ("Curable Breach") except that neither party shall have a right to cure a material breach resulting from willful misconduct, reckless disregard or intentional misconduct ("Non-renewal at least curable Breach"). In the event that a Curable Breach is not cured within such ninety (90) day period, the party claiming a material breach shall have thirty (30) days prior to notify the end party committing the breach of the then-current Term.
11.2 Customer may its intention to terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider accordance with subparagraph (aii) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situatedSection III.9.(h).
11.3 Either Party (ii) The Customer or the Bank may terminate this Agreement upon give notification of termination to the other party following a Non-Curable Breach or following a Curable Breach which has not been cured or after the initial three year period by giving ninety (90) days written notice to the other, provided that such notice to the Bank shall specify the names of the persons to whom the Bank shall deliver the Assets in the Accounts; and further provided that, if Bank is the terminating party (other Party if such other Party commits than on account of a material breach hereof by Customer) Customer may extend the termination period by up to an additional sixty (60) days by sending prompt written notice ("Extension Notice") to Bank of its intent to do so (including the number of additional days). If notice of termination is given by the Bank, the Customer shall, within ninety (90) days (or such other amount of days as is contemplated by the Extension Notice) following receipt of the notice, deliver to the Bank Instructions specifying the names of the persons to whom the Bank shall deliver the Assets. In either case the Bank will deliver the Assets to the persons so specified, after deducting any amounts which the Bank determines in good faith to be owed to it under Sub-section 7 of Section III. of this Agreement; provided. If within ninety (90) days following receipt of a notice of termination by the Bank, that the non-breaching Party Bank does not receive Instructions from the Customer specifying the names of the persons to whom the Bank shall deliver the Assets, the Bank, at its election, may deliver the Assets to a bank or trust company doing business in any State within the United States to be held and disposed of pursuant to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration provisions of this Agreement, or at Customer’s option upon cessation to Authorized Persons, or may continue to hold the Assets until Instructions are provided to the Bank; provided, however, that the Bank shall have no obligation to settle any transactions in securities for the Accounts following the expiration of services under the ninety (90) day period referred to in this sentence except those transactions which remained open prior to the expiration of such ninety (90) day period.
(iii) Termination as to One or More Series. This Agreement may be terminated as to one or more Series (but less than all of the Series) by delivery of an amended Schedule B1 deleting such Series, in which case termination as to such deleted Series shall take effect sixty (60) days after the date of such delivery. The execution and delivery of an amended Schedule B1 which deletes one or more Series shall constitute a termination of this Agreement due only with respect to such deleted Series, shall be governed by the preceding provisions of this Sub-section 9(h) of Section III. of this Agreement as to the identification of a Force Majeure Eventsuccessor custodian and the delivery of Assets of the Series so deleted to such successor custodian, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture affect the obligations of the hosting site(s) or otherwise so related Bank and the Customer hereunder with respect to the hosting site(s) other Series set forth in Schedule B1, as amended from time to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providertime.
Appears in 1 contract
Sources: Multiple Services Agreement (Brinson Relationship Funds)
Term and Termination. 11.1 a. This Agreement Contract shall commence on the Effective Commencement Date and shall continue in effect for the Term (so long as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Pageany Orders between Vet Space and Customer are outstanding, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current Termotherwise terminated as provided in this clause 14.
11.2 Customer b. Without affecting any other right or remedy available to it, either party may terminate this Agreement immediately upon Contract with immediate effect by giving written notice to Service Provider in the event Service Provider other party if:
(a) files the other party commits a material breach of any petition term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of ten (10) days after being notified in bankruptcy; writing to do so;
(b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit other party suspends, or threatens to suspend, payment of creditors; (e) admits in writing its inability debts or is unable to pay its debts as they maturefall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇; or
(fc) has the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion substantial part of its assets attached; business.
c. Vet Space may terminate this Contract and the Software Licence if Customer fails to pay the annual Fee for Maintenance and Support within ten (i10) experiences days of a material negative litigation decision ruling reminder from Vet Space that affects such Fee is overdue.
d. On termination of this Agreement; Contract for any reason:
(a) all licences granted under this Contract shall immediately terminate;
(b) each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party;
(c) Vet Space may destroy or (j) experiences an event analogous to otherwise dispose of any of the foregoing Customer Data in any jurisdiction in which any its possession unless the Customer has purchased separate read-only licenses from Vet Space or Vet Space has received, prior to termination of its assets are situated.
11.3 Either Party may terminate this Agreement upon the Agreement, a written notice request from the Customer for Vet Space to the other Party if such other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice Customer the most recent back-up of such material breach and the breaching Party Customer Data, which the Customer shall have pay for at VetS pace’s then-current rates. Vet Space shall use reasonable commercial endeavours to deliver the right back-up to cure such material breach the Customer within thirty (30) days after of its receipt of such written notice.
11.4 Except as request, provided in Section 16.13that the Customer has, following at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the expiration or termination date of this Agreement, all Customer’s rights under this Agreement shall terminate and termination). The Customer shall pay all reasonable expenses incurred by Vet Space in returning or disposing of Customer Data;
(d) any outstanding Fees owed to Vet Space by Customer shall immediately be entitled payable in full, including any annual Fees payable on a monthly basis by Customer;
(e) Customer shall delete any copies of the Software in its possession and certify to Vet Space that it has deleted any and all copies of the Software; and
(f) any rights, remedies, obligations or liabilities of the parties that have accrued up to the immediate possession date of all Mining Equipment. If termination, including the Agreement is terminated by Customer pursuant right to Section 11.2 claim damages in respect of any breach of the Contract which existed at or 11.3, then Customer shall be reimbursed for before the cost date of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and termination shall not be deemed to become a fixture of the hosting site(s) affected or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providerprejudiced.
Appears in 1 contract
Sources: Software License Agreement
Term and Termination. 11.1 21.1 This Agreement shall commence become effective on the Effective Date effective date hereof, and shall continue in effect for a Term extending for three (3) years thereafter, unless extended or earlier terminated pursuant to this Section. Upon expiration of the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term Term, this Agreement shall automatically renew for subsequent one (1) year Terms under the Renewal Terms set forth in the Cover Pagesame terms and conditions, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior terminated pursuant to the end terms of the then-current Termthis Section.
11.2 Customer 21.2 Gilardoni and Vivid may at any time mutually agree in writing to terminate this Agreement.
21.3 After two (2) years following the Effective Date, and at any time during any renewal Term of this Agreement, either party may terminate this Agreement immediately upon on three- hundred sixty-five (365) days advance written notice to Service Provider the other party for any reason or for no reason.
21.4 Either party may terminate this Agreement for material default of the other party, effective 30 days following notice to the defaulting party, unless within said 30 days the party receiving said notice takes all reasonable steps to remedy the default, and shall fully remedy said default within 90 days of said notice. If the receiving party does not so fully remedy said default within 90 days of said notice, termination shall become effective without further notice or other action by the terminating party.
21.5 Either party may terminate this Agreement, effective immediately upon notice, in the event Service Provider that: (a) files any petition proceedings are instituted by the other party in bankruptcy, reorganization, receivership, or dissolution; or (b) has an involuntary petition proceedings are instituted against the other party in bankruptcy filed against itbankruptcy, reorganization, or receivership, or dissolution and such proceedings have not been dismissed or otherwise terminated within 60 days following the date they were initiated; or (c) becomes insolvent; (d) if the other party makes a general an assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate 21.6 Upon termination or expiration of this Agreement upon written notice to the other Party if such other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon neither party shall have any obligation or liability to the other or to any employee, agent or representative of the other for any damages, indemnification, expenditures, loss of profits or prospective profits of any kind, sustained or alleged to have been sustained or arising out of such expiration or termination (not including any claim for monies due under this Agreement for goods purchased, or for damages resulting from breach of any term of this Agreement), both parties hereby irrevocably waiving any such rights granted by the laws of their respective countries or of any other jurisdiction. Both parties hereby covenant and agree that they will bring no action or proceeding of any nature whatsoever in any court, before any tribunal, or at Customer’s option upon cessation under any arbitration proceeding provided for herein, seeking or claiming any such damages, indemnification, expenditures, loss of services under profits or prospective profits. Each party recognizes and acknowledges that the other party is entering into this Agreement due to a Force Majeure Eventin reliance upon and in consideration of the agreements and covenants contained herein. Each party hereby indemnifies and holds harmless the other party from and against any claim, Service Provider shall provide Customer with immediate cost, damages and unconditional access to liability whatsoever asserted by either party or any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modifysubdistributor, protectemployee, agent, or remove the Mining Equipment. The Parties agree thatrepresentative thereof under any applicable termination, although Service Provider may storelabor, usefranchise, social security, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) similar laws or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party regulations of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providerjurisdiction.
Appears in 1 contract
Term and Termination. 11.1 This 13.1 The term of this Agreement shall commence on the Effective Date and and, unless sooner terminated pursuant to provisions herein, shall continue in effect for until the Term completion of any and all Statements of Work executed within five (as defined in 5) years after the Cover PageEffective Date (“Term”). Parties will not be able to sign a new Statement of Work pursuant to this Agreement five (5) unless terminated earlier in accordance with years after the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current TermEffective Date.
11.2 Customer 13.2 This Agreement or applicable Statement of Work may be terminated under the following circumstances:
(a) Either the Organizers or Management Company may terminate this Agreement and/or applicable Statement of Work immediately without liability upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to if the other Party if such other Party commits party has failed to cure a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice Agreement or applicable Statement of such material breach and the breaching Party shall have the right to cure such material breach Work within thirty (30) days after receipt following written notice of such written that breach given by the non-breaching party. Notwithstanding the above, if either the Organizers or Management Company engages in fraud, intentional misrepresentation or willful misconduct in connection with its performance of this Agreement or applicable Statement of Work, the other party shall have the right to terminate this Agreement and applicable Statement of Work immediately without notice.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s rights under (b) Any party may terminate this Agreement shall or applicable Statement of Work immediately without liability if any party ceases to conduct business or is the subject of a petition in bankruptcy which is not withdrawn within 60 days.
(c) The Organizers may terminate and Customer shall this Agreement or applicable Statement of Work immediately without liability if the Organizers reasonably believe that the services provided by Management Company may be entitled to the immediate possession adversely affected by an upcoming change in Management Company’s ownership or management team.
(d) The Organizers may terminate this Agreement or applicable Statement of all Mining Equipment. If the Agreement is terminated by Customer Work without any liability, excepting payment due pursuant to Section 11.2 or 11.313.3, then Customer shall be reimbursed and for any reason upon forty- five (45) days written notice to the cost of relocating its Mining Equipment from Service Provider’s facilityManagement Company.
11.5 13.3 If either this Agreement is terminated the Organizers, for any reason, upon expiration choose to terminate this Agreement or any Statement of this AgreementWork, the Organizers shall be liable for Management Company’s labor and reasonable out-of pocket expenses incurred prior to the date of termination. Backup documentation (invoices, time sheets and any other relevant information) shall be provided to both IEEE and MTS for all charges within one week of notice of termination. Neither IEEE nor MTS shall be liable for services rendered by Management Company in preparing explanations of charges or providing backup information to the Organizers. In the event of such termination, Management Company shall make a timely and professional transition of all matters from Management Company to third parties designated by the Organizers. In addition, unless such termination by the Organizers is pursuant to Sections 13.2(a), 13.2(b), or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s)15.4, the Mining Equipment is Organizers shall reimburse the Management Company for the actual cost of its reasonable labor and shall remain the exclusive property out-of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any pocket expenses incurred during such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providertransition.
Appears in 1 contract
Sources: Management Services Agreement
Term and Termination. 11.1 This a. Subject to Sections 1.d and 9.b hereof, BBDC will remain the exclusive sales representative for Covered Advertising for a period of ten years from the date hereof, at which time this Agreement shall commence on will terminate unless prior to that time the Effective Date and shall continue parties have agreed in effect for writing to extend the term of the Agreement. Notwithstanding the foregoing, the parties at any time during the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Pagemay mutually agree to terminate BBDC's exclusivity hereunder.
b. BBDC may elect, unless Customer gives Service Provider by written notice of non-renewal anytime prior to August 1, 2000, to terminate its exclusivity hereunder. In the event that BBDC elects at least such time to not terminate its exclusivity, it shall within thirty (30) days prior to after the end of the then-current Termsecond year of this Agreement ("Year Two"), [**]. In the event that during any one year period after Year Two the aggregate Net Revenue for such year [**] Notwithstanding the foregoing, on or about February 1, 2001, the Parties shall meet to discuss in good faith the feasibility of retaining BBDC's exclusivity for the Term of this Agreement.
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 c. Either Party party may terminate this Agreement upon written notice to if the other Party if such other Party commits party fails to cure a material breach of this Agreement; providedany obligation hereunder within 30 days after written notice specifying such breach. If, that because of the non-nature of such breach, the breaching Party shall deliver **Confidential treatment has been requested with respect to the breaching Party written notice of information contained within the "[**]" markings. Such marked portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission. party cannot effect a cure thereof within such material breach and the breaching Party shall 30 day period, it may have the right such additional time as will be reasonably necessary to do so, provided it immediately commences diligently to cure such material breach within thirty (30) days after receipt of such written noticeupon notice thereof from the noticing party and continues thereafter to use its best efforts to do so.
11.4 Except as provided in Section 16.13, following d. Upon the expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration each party will discontinue the use of this Agreementany trademarks of the other party and any item containing such trademarks, such as signs, logos, stationery, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipmentbusiness cards, and shall defend return to its owner all materials otherwise identifying or relating to its business; cease representing itself in any fashion as a representative of the other party; and hold Customer harmless from any claim by a third party of any such lienreturn all documents, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy records or other insolvency proceedingsmaterials (including, without limitation, all copies thereof regardless of the storage media) which were provided in connection herewith. Service Provider shall immediately notify Customer if Upon request, each party will promptly provide the other with documentation relating to any such claim agreements with advertisers or notice related sales orders submitted by advertisers.
e. Obligations that have accrued prior to the Customer’s Mining Equipment is received by Service Providereffective date of termination will survive termination.
Appears in 1 contract
Sources: Advertising Representative Agreement (More Com Inc)
Term and Termination. 11.1 This 6.1 The Initial Term of this Agreement shall will commence on the Effective Date and shall will continue in effect for the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term a three year period, and shall automatically renew thereafter for the a Renewal Terms set forth in the Cover Page, Term unless Customer gives Service Provider either Party provides not less than 60 Working Days’ prior written notice of non-renewal its desire not to renew in which event the Term shall expire at least the conclusion of the Initial Term or Renewal Term, as the case may be.
6.2 Either Party ("Initiating Party") may terminate the Agreement at any time forthwith by notice in writing if:
(a) the other Party (the "Breaching Party") is in material breach of any of its material obligations and (if the breach is capable of remedy) fails to remedy the breach within thirty (30) days prior to Working Days after receipt of notice in writing from the end Initiating Party giving particulars of the then-current Termbreach and requiring the Breaching Party to do so;
(b) the other Party suffers an Insolvency Event; or
(c) the other Party commits any irremediable breach of the Agreement.
11.2 Customer may 6.3 If any Force Majeure event relied upon by either Party shall have been continually relied upon for more than 60 successive days by such Party, and is continuing, the other Party shall be entitled to terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider other Party.
6.4 Upon and after the termination or expiration of this Agreement for any or no reason: (a) files any petition in bankruptcythe Client’s rights granted hereunder will immediately terminate and the Parties shall cease all activities hereunder; (b) has an involuntary petition in bankruptcy filed against it; the Client shall pay all amounts due upon such effective date of termination, (c) becomes insolventConcentra shall, on the Client’s written request and at Concentra’s the applicable standard daily rates, provide reasonable assistance with the migration of any Client Data to the Client’s IT systems; (d) makes a general assignment for Concentra shall, within 3 months’ of termination of the benefit of creditors; Agreement, delete all Client Data from its IT systems, and (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situatedClauses 7, 8, 5, 9, 10, 11 and 12 shall survive termination.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.
Appears in 1 contract
Sources: Confidentiality Agreement
Term and Termination. 11.1 14.1 This Agreement shall commence be effective on the Effective Date and shall continue for so long as there is an SOW in effect for the Term (as defined in the Cover Page) under this Agreement, unless this Agreement is terminated earlier in accordance with the terms provisions of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current Termthis Agreement.
11.2 Customer 14.2 This Agreement and/or any SOW may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment be terminated by either party for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to cause if the other Party if such other Party party commits a material breach of this Agreement; provided, that Agreement and/or the non-breaching Party shall deliver to the breaching Party written notice of such material breach SOW and the breaching Party shall have the right fails to cure such material breach within thirty (30) days after of its receipt of such written notice of the breach from the non- breaching party.
14.3 To the extent permitted by applicable laws, and upon prior written notice, either party may terminate this Agreement upon the insolvency of the other party. The "insolvency" of a party shall mean the filing of a petition commencing a voluntary case against such party under the United States Bankruptcy Code; a general assignment by such party for the benefit of creditors; the inability of such party to pay its debts as they become due; such party’s seeking or consenting to, or acquiescence in, the appointment of any trustee, receiver or liquidation of it, or any material party of its property; or the commencement against such party of an involuntary case under the United States Bankruptcy code; or proceeding under any receivership, composition, readjustment, liquidation, insolvency, dissolution, or like law or statute, which case or proceeding is not dismissed or vacated within sixty (60) days.
11.4 Except 14.4 In the event of termination of this Agreement: (a) all SOWs shall terminate as provided of the same date; (b) RC Technology shall, at its then-current hourly rates, purge all Customer content from the Platform and provide Customer with an electronic copy of all of Customer content residing on the Platform, in Section 16.13, following a format agreed to by the expiration or termination parties; (c) each party shall return the other party’s Confidential Information and other materials; and (d) Customer shall pay RC Technology all amounts owed under this Agreement within thirty (30) days of the effective date of such termination.
14.5 Subject to the terms of this Agreement, all Customer’s rights under provisions of this Agreement relating to payment, non-solicitation, ownership, limitations of liability, confidentiality and indemnification shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration survive termination of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.
Appears in 1 contract
Sources: Services Agreement
Term and Termination. 11.1 This Agreement shall commence on as of the Effective Date and and, unless terminated sooner as provided herein, shall continue in effect for the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.
11.2 Customer Without affecting any other right or remedy available to it, either party may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon with immediate effect by giving written notice to the other Party party if:
11.2.1 the provision or receipt of the Services becomes unlawful;
11.2.2 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 fifteen (15) Business Days after being notified in writing to make such payment;
11.2.3 if such the other Party party commits a material breach of any term of this Agreement; provided, that the non-breaching Party Agreement (which shall deliver to the breaching Party written notice of such include a material breach and of the breaching Party shall have the right Acceptable Sharing Policy), which breach is irremediable or (if such breach is remediable) fails to cure such material remedy that breach within thirty (30) days after receipt being notified in writing to do so (such notification to include reference to this Clause 11.2.2); or
11.2.4 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of such the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction, or it ceases or threatens to cease to carry on business.
11.3 Sylvera may terminate this Agreement at any time in whole or in part by giving three (3) months’ written noticenotice to the Customer, provided that Sylvera shall refund to the Customer any amounts paid in advance as at the date of termination of this Agreement under this Clause 11.3.
11.4 Except as provided Without prejudice to any other rights or remedies to which Sylvera may be entitled under this Agreement, if Sylvera knows or has reasonable grounds to suspect that the Customer is acting in Section 16.13material breach of its obligations under this Agreement, following Sylvera may notify the expiration Customer in writing accordingly and may immediately suspend the Customer’s and all Authorised Users’ access to the Services until such breach can be remedied or until Sylvera is satisfied, acting reasonably, that its suspicions are unfounded. If Sylvera suspends Customer’s access for 10 Business Days or longer and, upon investigation, determines that its suspicions were unfounded, Sylvera shall refund to Customer any amounts paid in respect of the period of suspension.
11.5 On termination of this Agreement, Agreement for any reason: (i) all Customer’s rights licences granted under this Agreement shall terminate immediately terminate; each party shall return and Customer shall be entitled make no further use of any Confidential Information, equipment, property and other items (and all copies of them) belonging to the immediate possession other party; and (ii) any rights, remedies, obligations or liabilities of all Mining Equipment. If the Agreement is terminated by Customer pursuant parties that have accrued up to Section 11.2 or 11.3the date of termination, then Customer shall be reimbursed for including the cost right to claim damages in respect of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either any breach of this Agreement is terminated for any reason, upon expiration which existed at or before the date of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and termination shall not be deemed to become a fixture of the hosting site(s) affected or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providerprejudiced.
Appears in 1 contract
Sources: Subscription Agreement
Term and Termination. 11.1 7.1 This Agreement shall commence commences on the Effective Date and shall continue in effect for effective date of the Term (as defined in first Order Form signed by the Cover Page) parties and, unless earlier terminated earlier in accordance with the terms of these Standard Termsthis Agreement, will continue in effect for as long as there is an Order Form in effect (the “Term”). The Term shall automatically renew for the Renewal Terms initial term of each Order Form is set forth in such Order Form (an “Order Form Initial Term”). Unless otherwise expressly provided in an Order Form, following the Cover PageOrder Form Initial Term, such Order Form will renew for additional twelve (12) month terms (each, an “Order Form Renewal Term”), unless Customer gives Service Provider either party provides the other party written notice of non-renewal at least thirty (30) days prior to the end of the then-then- current Order Form term of its intent not to renew the Order Form. Any pricing changes will take effect on Customer’s next applicable Order Form Renewal Term., provided that Company shall provide Customer with reasonable notice of any Fee increase prior to the expiration of the then current Order Form term..
11.2 7.2 Customer may terminate this Agreement immediately upon during any Trial Period for any reason by giving thirty (30) days’ prior written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Company. Either Party party may terminate this Agreement upon written notice to the other Party party if such the other Party commits a material breach of party materially breaches this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach Agreement (or an Order Form) and the breaching Party shall have the right to does not cure such material breach within thirty (30) days after receipt receiving written notice of such breach. Either party may immediately terminate this Agreement by giving written notice.
11.4 Except as provided in Section 16.13notice to the other party upon or following (a) the institution by or against the other party of insolvency, following receivership or bankruptcy proceedings; (b) the expiration other party’s making an assignment for the benefit of creditors; or (c) the other party’s dissolution, winding up, or ceasing to do business. Upon any termination of this Agreement, (i) all rights and subscriptions granted to Customer’s rights under , including all Order Forms, will immediately terminate and Customer will cease using the Services; and (ii) Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, and thereafter Company may delete Customer Data in its possession or control. Termination or expiration of this Agreement shall terminate and Customer shall be entitled not affect any rights or obligations of the parties which have accrued up to the immediate possession date of all Mining Equipmentsuch termination or expiration. If the Agreement is terminated by Customer pursuant to Section 11.2 Upon termination or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure EventSections 2, Service Provider 3, 4 and 6-12 shall provide Customer survive and continue in full force and effect in accordance with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach their terms.
7.3 In addition to any of its other rights or remedies in this Agreement, Company may, in its reasonable discretion, deactivate Customer’s (or a User’s) credentials and/or suspend provision of the Mining EquipmentServices, and shall defend and hold upon prior written notice to Customer harmless from any claim by as the circumstances permit (i) if Company deems such suspension necessary as a third party result of any such lien, security interest, or encumbrance. Service Provider shall take all Customer’s breach of Section 2; (ii) if Company reasonably determines suspension is necessary action to effectuate the provisions of this Section, avoid material harm to Company (including the grant security of access the systems used to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy provide the Services) or its other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.customers; or
Appears in 1 contract
Sources: Master Subscription Agreement
Term and Termination. 11.1 3.1. This Agreement shall commence on be effective upon the Effective Date and shall continue in effect for a period of twelve months thereafter (the Term ("Initial Period"). Each twelve month period commencing on the Effective Date and/or on any anniversary thereof shall be referred to as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Termsan "Annual Period". The Term Agreement thereafter, shall automatically renew for successive Annual Periods (each an “Additional Period” and together with the Renewal Terms set forth in Initial Period, the Cover Page"Term"), unless Customer gives Service Provider written notice of non-renewal at least either party provides the other party with thirty (30) days days' written notice prior to the end of the then-current Termeach applicable Additional Period of its intent not to renew this Agreement.
11.2 Customer may terminate 3.2. Notwithstanding the foregoing, this Agreement immediately upon may be terminated by either party on written notice to Service Provider in if the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; other party:
(i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of materially breaches the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a material breach terms of this Agreement; provided, that the non-breaching Party shall deliver and such breach (to the breaching Party written notice extent it is capable of such material breach and the breaching Party shall have the right to cure such material breach cure) is not cured or remedied within thirty (30) days after receipt written notice of the breach is given to the breaching party; and/or
(ii) shall become insolvent, cease doing business as a going concern, make an assignment for the benefit of its creditors, or admit in writing its inability to pay debts, or if proceedings are instituted by or against it in bankruptcy, under insolvency laws, or for receivership or dissolution, provided such written noticeproceedings are not dismissed within thirty (30) days of their commencement.
11.4 Except as provided in Section 16.133.3. Any termination and/or expiration of this Agreement shall also terminate the rights of use granted hereunder and User shall cease all use, following marketing and/or distribution of the expiration or D-ID Product. User (and its customers) may continue to use all images and/or videos created via the D-ID Product (collectively, "Animation(s)") prior to the effective termination of this Agreement and which have already been downloaded by User and/or its customers, indefinitely. Sections 4, 6, 7, 8, 10, 11, 13 and 14 (inclusive) herein shall survive termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.
Appears in 1 contract
Sources: End User Agreement
Term and Termination. 11.1 14.1 This Agreement shall shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue in effect for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (as defined each a “Renewal Period”), unless:
14.1.1 either party notifies the other party of termination, in writing, at least three (3) full calendar months before the Cover Page) unless 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
14.1.2 otherwise terminated earlier in accordance with the terms provisions of these Standard Terms. The this Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall automatically renew for constitute the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current “Subscription Term”.
11.2 Customer 14.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider if (a) files the other party commits a material breach of any petition of the terms of this Agreement or any Order Form or Statement of Work and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in bankruptcywriting of the breach; or (b) has an involuntary if the other party becomes the subject of a petition in of bankruptcy filed against it; (c) becomes insolvent; (d) makes a general or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; .
14.3 On termination of this Agreement for any reason:
14.3.1 all licences granted under this Agreement shall immediately terminate;
14.3.2 each party shall return and make no further use of any equipment, property, documentation and other items (eand all copies of them) admits in writing its inability belonging to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion other party;
14.3.3 the Supplier may destroy or otherwise dispose of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing Customer Data in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to possession unless the other Party if such other Party commits a material breach of this Agreement; providedSupplier receives, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) no later than ten days after receipt the effective date of such written notice.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all Customer’s rights under this Agreement shall terminate fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall be entitled to pay all reasonable expenses incurred by the immediate possession Supplier in returning or disposing of all Mining Equipment. If Customer Data; and
14.3.4 the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for accrued rights of the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreementparties as at termination, or at Customer’s option upon cessation the continuation after termination of services under this Agreement due any provision expressly stated to a Force Majeure Eventsurvive or implicitly surviving termination, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture affected or prejudiced.
14.4 Upon termination of this Agreement by the Supplier for breach by the Customer, Customer shall pay any unpaid Charges covering the remainder of the hosting site(s) or otherwise so related Subscription Term after the effective date of termination and any prepaid Charges shall not be refunded.
14.5 Notwithstanding any term in this Agreement to the hosting site(s) as contrary, the Supplier reserves the right to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interestsuspend the Hosting Services, or other encumbrance to attach to any portion thereof based upon (i) reasonable belief that the use of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party Hosting Services is in violation of any such lienapplicable laws, security interest(ii) Customer’s failure to pay amounts when due, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related (iii) an imminent compromise to the Customersecurity or integrity of the network. As practicable depending on the circumstances, the Supplier will provide notice of the suspension and keep Customer reasonably informed of the Supplier’s Mining Equipment is received by Service Providerefforts to restore the Hosting Services. Charges shall apply during periods of suspension and as incurred for unauthorised use of the Hosting Services.
Appears in 1 contract
Term and Termination. 11.1 10.1 This Agreement shall commence on as of the Effective Commencement Date and shall continue remain in effect force for the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard TermsTerm. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider Unless written notice of non-renewal at least thirty termination is given from one party to the other no later than ninety (3090) days prior to before the end expiration of the then-current Term, this Agreement shall automatically renew for successive one (1) year terms subject to a minimum period of written notice of ninety (90) days.
11.2 Customer 10.2 Notwithstanding the foregoing, either party may terminate this Agreement immediately at any time, effective immediately, upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; other party, if (i) experiences a such other party breaches any of its material negative litigation decision ruling that affects this Agreementobligations hereunder and fails to cure such breach within thirty (30) days of written notice thereof; or (jii) experiences such other party or a Group Company of such other party is the subject of an event analogous Insolvency Event.
10.3 Any such termination shall be without any liability to or obligation of the terminating party, other than with respect to any breach of obligations under this Agreement prior to termination.
10.4 If this Agreement is terminated, each of the foregoing parties will promptly return to the other all property of the other then in its possession. The Client shall cease to use the Additional Services, the Programs and any jurisdiction in which software provided by XPEREDON to the Client under this Agreement. In addition, the Client will remain liable to XPEREDON Payments for any outstanding amounts owed, including disputed amounts occurring within six (6) months of its assets are situatedtermination.
11.3 Either Party 10.5 Notwithstanding the foregoing, XPEREDON may suspend or terminate the Services without notice and may also terminate this Agreement upon written notice to the Client if the Client shall (i) fail to pay any Charges when due, (ii) if the Additional Services are used for other Party purposes including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of Services, (iii) if such other Party commits the Additional Services are used in a material breach of this Agreement; provided, manner contrary to what XPEREDON considers acceptable usage (iv) for scheduled or emergency maintenance (v) in the event that the non-breaching Party XPEREDON becomes aware that Client is no longer a Bona Fide Charity. XPEREDON shall deliver endeavour to give reasonable notice to the breaching Party written notice Client of such material any schedules and necessary maintenance.
10.6 The XPEREDON Acceptable Usage Policy prohibits the processing of transactions involving the making available or sale of content, services or products which are deemed by XPEREDON in its sole discretion as being inappropriate or unlawful. The Acceptable Usage Policy of XPEREDON also aims to ensure that XPEREDON is not associated with any website content (including linked content) which is illegal, fraudulent, offensive, embarrassing, sexually explicit, obscene, threatening, defamatory or otherwise inappropriate. XPEREDON prohibits the processing of transactions using the Services where the transactions would breach the United States Unlawful Internet Gambling Enforcement Act of 2006 and the breaching Party shall have Client represents, warrants and undertakes to XPEREDON that no such transactions will be processed via the right to cure such material breach within thirty (30) days after receipt of such written noticeAdditional Services.
11.4 Except as provided 10.7 The provisions in Section 16.13, following the expiration or termination of this Agreement, all Customer’s rights under this Agreement which expressly or by implication are intended to have effect after termination shall terminate continue to apply and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facilityenforceable notwithstanding termination.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.
Appears in 1 contract
Sources: Partner License Agreement
Term and Termination. 11.1 This Except as set forth herein, this Agreement shall commence will become effective on the Effective Date below. Customer authorizes and agrees to use ACUTRAQ as its exclusive provider of screening services and related products and services for a minimum term of thirty-six (36) months, after which it shall continue in effect for the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for successive one (1) year terms automatically. Customer may terminate the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written notice of non-renewal at least upon a thirty (30) day written notice via certified mail, fax, or email before the renewal effective date. The Customer is responsible for paying any outstanding invoices upon termination date. ACUTRAQ may terminate this Agreement for cause upon ten (10) days prior written notice to the Customer. ACUTRAQ may immediately terminate this Agreement for misuse of the Services or information provided thereunder. Either party may terminate this Agreement if the other party materially breaches this Agreement and such breaching party fails to cure the breach or implement a plan of action that is mutually acceptable to the parties to cure such breach, within ten (10) days after receipt of written notice from the non-breaching party specifying in reasonable detail the nature of the breach. If this agreement is terminated by the Customer before the end of the then-current Term.
11.2 agreement, Customer may terminate this Agreement immediately upon written notice agrees to Service Provider pay ACUTRAQ an early termination penalty in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability amount equal to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any 50% of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to average prior invoices times the other Party if such other Party commits a material breach of this Agreement; provided, that months remaining on the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach agreement. Termination penalty must be paid within thirty (30) days of the last invoice. Upon the termination of this Agreement, the following shall apply: (a) the parties shall cooperate to effect an orderly, efficient, effective and expeditious termination of the activities hereunder; (b) ACUTRAQ shall return to Customer any and all Customer furnished items delivered by Customer to ACUTRAQ hereunder; (c) ACUTRAQ shall have no obligation to perform any services hereunder after receipt the effective date of such written notice.
11.4 Except as provided the termination; (d) Customer shall pay to ACUTRAQ any service fees or other amounts payable for the services performed hereunder prior to the effective date of the termination; and (e) the parties' respective rights and obligations under this paragraph, and the covenants contained in Section 16.13this Agreement which, following by their terms, require performance by the parties after the expiration or termination of this Agreement, all Customer’s rights under Agreement shall survive and be enforceable notwithstanding the expiration or termination of this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providerreason whatsoever.
Appears in 1 contract
Sources: Service Agreement
Term and Termination. 11.1 This Agreement shall commence be in effect for the period which commences on the Effective Date of this Agreement and ends two (2) years thereafter, unless sooner terminated as provided herein (such initial term and any and all renewal terms shall continue in effect for be referred to herein as the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms"Term"). The Term shall automatically renew for the Renewal Terms set forth in the Cover Pagecontinue on a year to year basis, unless Customer either the Company or the Manager gives Service Provider the other party at least ninety (90) days prior written notice of its intent not to extend the then current Term. Additionally, should there be a change in the existing leadership of Manager (i.e., a change in the representative to the Company), the Company shall have the option to terminate this Agreement upon sixty (60) days prior written notice. Notwithstanding the foregoing, either Company or Manager, at its option, may terminate this Agreement, upon the occurrence of any of the following:
(a) In the event Company and Manager mutually agree in writing that this Agreement may be terminated and on the date so specified in such written agreement;
(b) Immediately, if the other party files a petition in bankruptcy or is adjudicated bankrupt, or any receiver or trustee is appointed for it or for a substantial portion of its assets, or it shall make an assignment of substantially all of its assets for the benefit of its creditors;
(c) If the other party materially breaches any of the terms of this Agreement, the non-renewal at least breaching party provides the breaching party with written notice of the breach and a suggested method for curing such breach, and the breaching party fails to cure such breach, or make a good faith effort to initiate curative action and diligently prosecute such action within the applicable cure period. The cure periods for a breach shall be: fifteen (15) days for the failure to pay any compensation when due; thirty (30) days prior to if the end breach affects a patient's safety or quality of the then-current Term.care; and sixty (60) days for any other breaches;
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party commits a material breach of this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party written notice of such material breach and the breaching Party Manager shall have the right to cure terminate this Agreement by giving written notice to Company if Company is suspended or prohibited from participating in the Medicare or Medicaid programs or is excluded from entering into health care provider agreements with any material portion of the managed care or health care insurance industry and such material breach suspension, prohibition or exclusion is not rescinded within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.commencement thereof; or
Appears in 1 contract
Sources: Management Services Agreement (Orion Healthcorp Inc)
Term and Termination. 11.1 This Subject always to either party’s right to terminate pursuant to this Section 11: (a) this Agreement shall commence on the Effective Date and shall continue in effect for the Term Initial Subscription Term; and (as defined in b) after the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term Initial Subscription Term, this Agreement shall automatically renew for the successive periods of twelve (12) months (each a “Renewal Terms set forth in the Cover PageTerm”), unless Customer either party gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party if such to terminate this Agreement not less than sixty (60) days before the end of the Initial Subscription Term or any Renewal Term (as the case may be), in which case this Agreement shall terminate at the end of the Initial Subscription Term or Renewal Term (as applicable)
11.2 Without prejudice to any other Party commits a rights or remedies which the parties may have, either party may terminate this Agreement without liability to the other immediately on giving written notice to the other if: (a) (i) the other party is in material breach of this AgreementAgreement where the breach is incapable of remedy; provided, that or (ii) the non-breaching Party shall deliver to the breaching Party written notice of such other party is in material breach of this Agreement where the breach is capable of remedy and the breaching Party shall have the right party fails to cure such material remedy that breach within thirty (30) days after receipt receiving written notice of such written noticebreach; (b) the other party enters into an arrangement for an assignment for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (c) any event analogous to those described in clause (b) above happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets.
11.4 Except 11.3 On termination of this Agreement for any reason: (a) all licenses and other rights granted by Qubit under this Agreement shall immediately terminate; (b) Customer shall immediately pay to Qubit all outstanding unpaid invoices and interest and, in respect of Products rendered but for which no invoice has been submitted, Qubit will submit an invoice, which will be payable by Customer immediately on receipt; (c) each party shall (and Customer shall procure that any applicable Authorized User shall), return or destroy as provided in Section 16.13promptly directed by the other party and make no further use of any equipment, following property, Confidential Information, the Products (including the Script) and other items (and all copies of them) belonging to the other party; (d) Qubit will have no further obligation to store and/or make available Customer Data and may delete the same at any time from and including the date thirty (30) days after the termination or expiry of this Agreement, without further notice to Customer; and (e) the accrued rights of the parties as at termination, and Sections 1, 3.2, 3.4, 3.5, 5.2 and 6 through 12, will survive any expiration or termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.
Appears in 1 contract
Sources: Master Service Agreement
Term and Termination. 11.1 4.1 This Agreement shall commence on become effective when signed by an authorized representative of Powerwave and Seller and the Effective Date and shall continue in effect for term of this Agreement is twenty four (24) months from the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Termseffective date. The Term shall This Agreement will automatically renew for additional one (1) year terms after the Renewal Terms set forth in expiration of the Cover Pageinitial term unless either party receives from the other, unless Customer gives Service Provider written notice of non-renewal at least thirty six (306) days months prior to the end of the then-current Term.
11.2 Customer may initial term or any renewal term, written notice to terminate this Agreement immediately upon at the end of the then current term.
4.2 This Agreement may be cancelled in whole or in part by either party by providing six (6) months advance written notice, provided, however, that the parties hereto may agree in writing to a shorter notice to Service Provider in period. In the event Service Provider of termination pursuant to this section 4.2: (a) files any petition in bankruptcytermination of this Agreement will not prejudice accrued rights and liabilities (including payment for Product delivered) of either party; (b) has an involuntary petition in bankruptcy filed against iton termination or other discharge of this Agreement, Seller, will following Powerwave’s request, deliver to Powerwave all Powerwave property and any equipment bought on behalf of Powerwave; (c) becomes insolventSeller will stop work pursuant to this Agreement to the extent specified in the termination notice or as otherwise agreed to between the parties. ; (d) makes a general assignment for the benefit of creditorsSeller will terminate all subcontracts and orders that relate to terminated work; and (e) admits Seller will complete the work in writing its inability to pay its debts as they mature; (f) has a receiver appointed progress for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; all non-terminated work
4.3 Either Powerwave or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party Seller may terminate this Agreement upon the other party’s material breach of this Agreement, provided that (a) the non-breaching party first shall have sent written notice to the other Party if breaching party describing the breach in reasonable detail and requesting it be cured, (b) the breaching party does not cure the breach within ** days following its receipt of such other Party commits notice and (c) following the expiration of the ** cure period, the non-breaching party sends a second written notice to the breaching party indicating that the non-breaching party has terminated the Agreement. The following will be considered a material breach of this Agreement: (i) the failure of either party to perform or observe any material term, condition or covenant to be performed by it under this Agreement; providedor (ii) an unauthorized assignment of this Agreement.
4.4 Powerwave or Seller may terminate this Agreement immediately, if either party becomes insolvent or is declared bankrupt, or if a receiver and manager, liquidator, trustee in bankruptcy or other officer with similar powers is appointed over all or a substantial part of the assets of that the non-breaching Party shall deliver to the breaching Party written party, or if that party files a proposal or notice of such material breach intention to make a proposal under the Bankruptcy and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following the expiration Insolvency Act or any similar law or any equivalent event occurs under any relevant jurisdiction. The termination of this Agreement, all Customer’s rights under this Agreement shall terminate will not affect any Order which has been dated and Customer shall be entitled acknowledged prior to the immediate possession effective date of all Mining Equipmenttermination. If the Agreement is terminated by Customer The terms of Article 15 will apply to any Orders cancelled as a result of termination pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facilitythis Article 4.
11.5 If either this Agreement is terminated for 4.5 Upon any reasontermination, upon expiration the parties will use commercially reasonable efforts to cooperate in the orderly wind down of this Agreementoperations of Powerwave, or at Customertaking into account Powerwave’s option upon cessation need to avoid interruption of services under supply. Upon termination of this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting CustomerSeller’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s)material breach, the Mining Equipment is Seller agrees to meet in good faith with Powerwave to create and shall remain execute a transition plan which will include: (i) a transfer of all Materials at a price to be agreed upon; (ii) a transfer of all tooling and equipment bought specifically for Powerwave’s Product at a price to be agreed upon; (iii) transfer of all Powerwave’s tagged assets and any equipment bought on behalf of Powerwave; (iv) a schedule to complete the exclusive property of Customer remaining Orders; and shall not (v) any other items to be deemed to become a fixture of agreed upon between the hosting site(s) or otherwise so related parties. Subject to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow Seller’s confidentiality obligations and security requirements, Powerwave may audit the Seller during the winding down of operations concerning any lien, security interest, Powerwave tagged assets or other encumbrance to attach to any equipment bought on behalf of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service ProviderPowerwave.
Appears in 1 contract
Sources: Manufacturing Services and Supply Agreement (Powerwave Technologies Inc)
Term and Termination. 11.1 This 7.1 Unless otherwise terminated as provided herein, the term of this Agreement shall commence on the Effective Date and shall continue in effect for terminate on December 31, 2036 (“Term”). Thereafter, the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term Agreement shall automatically renew for successive 5-year terms (each a “Term”), subject to further review of the Renewal Terms set forth in the Cover Pageeconomic terms of this Agreement, unless Customer either Party gives Service Provider written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon written notice to the other Party of intent not to renew at least twelve (12) months prior to the expiration of the then current Term.
7.2 Notwithstanding the foregoing, any contracts entered into with third parties during the Term (or extensions thereof) granting rights to exploit any PFHOF Marks and/or HOFV Works, shall permit exercise of such rights by the third parties during the negotiated term of such contracts even if such other contracts extend beyond the Term, subject to continued compliance with the terms hereof, including but not limited to, any payment obligations of Section 8.3.
7.3 Either Party commits a shall have the right to terminate this Agreement at any time for an uncured material breach of this Agreement; providedby the other Party, provided that the non-breaching Party shall deliver provides prior written notice to the breaching Party written notice of such Party, specifying the alleged material breach breach, and further provided that the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written noticenotice to cure the material breach, to the reasonable satisfaction of the non-breaching Party; provided, further, that if such breach cannot be cured during such 30-day period, but the allegedly breaching Party has commenced and is continuing good faith efforts to cure such breach within such 30-day period, then the cure period shall be extended until the allegedly breaching Party has stopped making good faith efforts to cure such breach, such extension not to exceed ninety (90) days.
11.4 Except 7.4 Either Party may terminate this Agreement immediately upon giving notice if the other Party ceases to conduct its operation in the normal course of business, including the inability to meet its obligations as provided in Section 16.13they mature, following or if any proceeding under the bankruptcy or insolvency laws is brought by or against the other Party, or a receiver or custodian is appointed or applied for by the other Party, or an assignment for the benefit of creditors or a sale or transfer of all or substantially all of its assets/property is made by the other Party.
7.5 Upon the expiration or termination of this AgreementAgreement as provided in this Section 7, all Customer’s the rights and obligations of the Parties under this Agreement shall terminate be terminated, except as provided herein. Upon termination, except as provided herein, HOFV shall immediately cease any and Customer shall be entitled to all use of the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is PFHOF Marks and shall remain the exclusive property of Customer and shall not be deemed return all PFHOF Marks to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining EquipmentPFHOF, and destroy any copies made. Except as provided herein, HOFV shall defend have a phase out period of ninety (90) days from the termination date to sell existing inventory of products using the PFHOF Marks and hold Customer harmless from any claim by a third party of any such liento remove or change all signage, security interestmarketing materials, or encumbrance. Service Provider shall take all necessary action to effectuate and advertising that use the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service ProviderPFHOF Marks.
Appears in 1 contract
Sources: Global License Agreement (Hall of Fame Resort & Entertainment Co)
Term and Termination. 11.1 This Agreement shall commence on upon the Effective Commencement Date or installation in the Vehicle, whichever is the later, and shall continue indefinitely whilst Annual, 4 Year Service or Route payments are being made to Smartnav unless terminated by either party giving seven days written notice. Unless;
11.2 Subject to Clause 11.1, if the Customer chooses the Quarterly Subscription payment option this Agreement shall commence upon the Commencement Date and shall continue in effect for a minimum fixed period of 12 months, and thereafter shall automatically be renewed for a further minimum period of 12 months on each anniversary of the Term (as defined in the Cover Page) Commencement Date unless terminated earlier in accordance with the terms of these Standard Terms. The Term shall automatically renew for the Renewal Terms set forth in the Cover Page, unless Customer gives Service Provider written by either party giving 7 days notice of non-renewal at least thirty (30) days prior to the end next anniversary of the then-current TermCommencement Date.
11.2 Customer 11.3 The customer may terminate this Agreement immediately upon on provision of one month’s written notice, such notice not to Service Provider in expire until 12 months after the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit Commencement Date. Notice of creditors; (e) admits in writing its inability cancellation to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situatedbe sent to: Subscription Cancellations, Customer Service, Trafficmaster Plc, University Way, Cranfield, MK43 OTR.
11.3 11.4 Either Party may terminate this Agreement upon party may, by written notice to the other Party if such party, terminate this Agreement in the event that:
11.4.1 the other Party commits a party is in material or persistent breach of this Agreement; providedor
11.4.2 the other party becomes insolvent or bankrupt, enters into liquidation, whether voluntary or compulsory, passes a resolution for its winding up, has a receiver or administrator appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffering any similar action in consequence of its debt.
11.5 Smartnav may terminate this Agreement with immediate effect on written notice to the Customer in the event that:
11.5.1 any government or other regulatory approvals for the use of the Smartnav Unit are withdrawn, suspended or amended at any time;
11.5.2 in the opinion of Smartnav the Customer or any Authorised User persistently raises false alarms in circumstances where he or she had no reasonable grounds on which to believe that the non-breaching Party shall deliver to Vehicle had been stolen or that genuine Emergency or Breakdown conditions exist or by abuse of the breaching Party written notice of such material breach and the breaching Party shall have the right to cure such material breach within thirty (30) days after receipt of such written noticeServices.
11.4 Except as provided in Section 16.13, following the expiration or 11.6 Upon termination of this Agreement, all Customer’s Agreement the accrued rights under this Agreement shall terminate and Customer shall be entitled to liabilities of the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and parties shall not be deemed affected.
11.7 Smartnav Subscriptions are valid only against the named Customer on the signed Subscription Agreement and can not be transferred to become a fixture of the hosting site(s) or otherwise so related another Customer.
11.8 Terminated Subscriptions are non-refundable unless agreed in writing by Smartnav prior to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providertermination.
Appears in 1 contract
Sources: Terms and Conditions
Term and Termination. 11.1 14.1 This Agreement agreement shall commence on the Effective Date and shall continue in effect for the Initial Licence Term (unless otherwise terminated as defined provided in this clause 12. Following the Cover Page) unless terminated earlier in accordance with expiry of the terms of these Standard Terms. The Term shall Initial Licence Term, the agreement will automatically renew for successive periods of 12 months (Renewal Term) unless either party notifies the Renewal Terms set forth other party of termination, in the Cover Pagewriting, unless Customer gives Service Provider written notice of non-renewal at least thirty (30) days prior to 6 months before the end of the then-current Initial Licence Term or any Renewal Term, in which case this agreement shall terminate upon the expiry of the applicable Initial Licence Term or Renewal Term as appropriate. The Initial Licence Term together with any subsequent Renewal Terms shall constitute the Licence Term.
11.2 Customer 14.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party may terminate this Agreement upon agreement with immediate effect by giving written notice to the other Party if party if:
14.2.1 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 30 days after being notified in writing to make such payment;
14.2.2 the other Party party commits a material breach of any other term of this Agreementagreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; providedor
14.2.3 the other party suspends or ceases, that or threatens to suspend or cease, carrying on all or a substantial part of its business.
14.3 Any breach by the non-breaching Party Customer of clauses 2 and/or 7 shall deliver be deemed a material breach of this Agreement which is not remediable.
14.4 Caretrack and the Customer will develop an exit strategy to facilitate the transfer of the service and data on termination of this agreement. On termination of this agreement for any reason:
14.4.1 all licences granted under this agreement shall immediately terminate;
14.4.2 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 breaching Party written notice other party;
14.4.3 the Customer will take steps to retrieve any Customer Data, and Caretrack will provide reasonable assistance, at the Customer's expense, to facilitate the transfer of such material breach any Customer Data in an agreed format and secure transfer method in accordance with the breaching Party shall agreed exit strategy. Caretrack will retain the Customer Data for up to 6 weeks following termination, and thereafter will make arrangements for its secure disposal upon the instruction of the Customer.
14.4.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to cure such material claim damages in respect of any breach within thirty (30) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following the expiration agreement which existed at or before the date of termination of this Agreement, all Customer’s rights under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the hosting site(s) affected or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, security interest, or other encumbrance to attach to any of the Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providerprejudiced.
Appears in 1 contract
Sources: Licence Agreement
Term and Termination. 11.1 This 8.1 The Initial Term of this Agreement shall commence on the Effective Date and shall continue in effect force for three [3] years, at which time the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of these Standard Terms. The Term Agreement shall automatically renew for the Renewal successive one (1)-year Subsequent Terms set forth in the Cover Page, unless Customer gives Service Provider either party delivers written notice to the other party of non-renewal its intention not to renew the Agreement at least thirty sixty (3060) days prior to in advance of the end of the then-current Term.
11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider Initial Term or the Subsequent Term then in effect. Notwithstanding the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.
11.3 Either Party foregoing, Client may terminate this Agreement upon written notice to LAS, at least one hundred and eighty (180) days in advance of the end of any year after the Initial Term. If Client exercises its option to terminate the Agreement within the Initial Term, Client shall pay to LAS an “Early Cancellation Fee” equivalent to twelve (12) months of Monthly Service Access Fees. Payment of the Early Cancellation Fee shall be payable to LAS within thirty (30) days of receipt of LAS’s invoice. The Early Cancellation Fee shall be calculated based on the last Monthly Service Access Fee prior to the termination date. LAS may terminate on ninety (90) days' written notice to Client without cause following full consultation with Client, during the Initial Term and thereafter. Either party may immediately terminate this Agreement if the other Party party (i) becomes insolvent, or subject to a bankruptcy proceeding (which, if such other Party commits involuntary, is not discharged within thirty (30) days); or (ii) suffers appointment of a receiver for any material breach portion of its assets or business, or of a conservator or liquidating agent; or (iii) makes an assignment for the benefit of creditors.
8.2 Either party may terminate this Agreement; provided, that the non-breaching Party shall deliver to the breaching Party Agreement upon written notice of such material breach if the other party materially breaches this Agreement and the breaching Party shall have the right fails to cure such material breach within thirty (30) days after receiving written notice thereof from the non-breaching party, except in the case of Client’s failure to pay fees due hereunder, which must be cured within five (5) days after receipt of such written notice.
11.4 Except as provided in Section 16.13, following notice from LAS. LAS may terminate this Agreement upon serving written notice of termination on the expiration or termination of Client if the Client materially breaches this Agreement. In case of remedial breaches, all Customer’s rights under this Agreement LAS shall terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant only after it has served two written notices of such breach on the Client, in accordance with the procedure below, and the client has failed to Section 11.2 or 11.3, then Customer shall be reimbursed for remedy the cost breach within a period of relocating its Mining Equipment thirty (30) days from Service Provider’s facility.
11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement, or at Customer’s option upon cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture date of the hosting site(s) or otherwise so related second such notice. Notwithstanding the preceding sentence, if the Client fails to pay fees due hereunder, LAS shall have the hosting site(s) as right to give rise terminate the Agreement only after it has served a notice in writing of such failure to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lienpay, security interest, or other encumbrance to attach to any of on the Mining EquipmentClient, and shall defend and hold Customer harmless the Client has failed to pay the said fees within a period of ten (10) business days from any claim by a third party the date of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Providersuchnotice.
Appears in 1 contract
Sources: Cloud Software Agreement