Term; Liquidated Damages Sample Clauses
The 'Term; Liquidated Damages' clause defines the duration of the agreement and establishes a predetermined amount of compensation (liquidated damages) that one party must pay if they breach certain terms, such as early termination. Typically, this clause specifies the start and end dates of the contract and outlines scenarios where liquidated damages would be triggered, such as failure to perform or wrongful termination. Its core function is to provide certainty and fairness by pre-agreeing on the consequences of a breach, thereby avoiding disputes over actual damages and streamlining enforcement.
Term; Liquidated Damages. (a) This Agreement shall continue in effect for an initial term of three years from the Effective Date (the "Initial Term"). Thereafter, unless otherwise terminated pursuant to this Agreement, this Agreement shall be renewed automatically for successive one year periods ("Rollover Periods"). This Agreement may be terminated only (i) by provision of a written notice of non-renewal provided at least 90 days prior to the end of the Initial Term or any Rollover Period (which notice of non-renewal will cause this Agreement to terminate as of the end of the Initial Term or such Rollover Period, as applicable), (ii) by mutual agreement of the parties, or (iii) for "cause," as defined below, upon the provision of 60 days advance written notice by the party alleging cause.
(b) For purposes of this Section 6, "cause" shall mean (a) a material breach of this Agreement that has not been remedied within 30 days following written notice of such breach from the non-breaching party; (b) a final, unappealable judicial, regulatory or administrative ruling or order in which the party to be terminated has been found guilty of criminal or unethical behavior in the conduct of its business; or (c) financial difficulties on the part of the party to be terminated which are evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent or acquiescence in, a voluntary or involuntary case under Title 11 of the United States Code, as from time to time is in effect, or any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors.
Term; Liquidated Damages. (a) This Agreement shall continue in effect for an initial term of two (2) years from the Effective Date (the "Initial Term"). Thereafter, unless otherwise terminated pursuant to this Agreement, this Agreement shall continue and may be terminated at the end of the Initial Term or at any time thereafter by either party upon ninety (90) days advance written notice to the other party. This Agreement may be terminated at any time, including during the Initial Term, by: (i) mutual agreement of the parties, or (ii) for "cause," as defined below, upon the provision of 30 days advance written notice by the party alleging cause.
(b) For purposes of this Section 6, "cause" shall mean (i) a material breach of this Agreement that has not been remedied within 30 days following written notice of such breach from the non-breaching party; (ii) a final, non-appealable judicial, regulatory or administrative ruling or order in which the party to be terminated has been found guilty of criminal or unethical behavior in the conduct of its business; (iii) financial difficulties on the part of the party to be terminated which are evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent or acquiescence in, a voluntary or involuntary case under Title 11 of the United States Code, as from time to time is in effect, or any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors; (iv) the sale or transfer of a controlling interest in, or the sale or transfer of all or substantially all of the assets of BISYS or its parent company, if such sale or transfer results, in the opinion of the Board, in a diminution of services provided to the Trust (with the 30-day termination notice described above to be provided within six months after the Trust receives notice of such sale or transfer); or (v) the submission by BISYS of a "Wells" statement to the Secu▇▇▇▇▇s and Exchange Commission (the "SEC") or the commencement of an enforcement proceeding against BISYS by the SEC (with the 30 day termination notice described above to be provided within 60 days after the terminating party receives notice of the "Wells" submission or the com▇▇▇▇▇ment of the enforcement proceeding).
Term; Liquidated Damages. This Agreement shall continue in effect for an initial term of 3 years from the Effective Date (the "Initial Term"). Thereafter, unless otherwise terminated pursuant to this Agreement, this Agreement shall be renewed automatically for successive one year periods ("Rollover Periods"). This Agreement may be terminated only (i) by provision of a written notice of non-renewal provided at least 90 days prior to the end of the Initial Term or any Rollover Period (which notice of non-renewal will cause this Agreement to terminate as of the end of the Initial Term or such Rollover Period, as applicable), (ii) by mutual agreement of the parties, or (iii) for "cause," as defined below, upon the provision of 60 days advance written notice by the party alleging cause.
Term; Liquidated Damages. The term of this Agreement shall commence on the date of execution of this Agreement (the "Commencement Date") and shall continue for two (2) years from the Commencement Date (the "Term"). If Subscriber terminates this Agreement for any reason other than a default by Dow ▇▇▇▇▇, Subscriber shall pay to Dow ▇▇▇▇▇ as liquidated damages (and not as a penalty) an amount equal to the Minimum Monthly Charge times the number of months remaining in the Term at the time of termination.