Term Termination. 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
Term Termination. Except as otherwise stated herein, this Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Term...
Term Termination. 8.1. This Schedule is effective as of the date you sign it or first use the Services, whichever is first, and continues in effect until such time as either you or we terminate the Schedule in accordance with this Section 8 and/or until your off-line use of the Services is terminated.
Term Termination. This Agreement shall become effective for each Fund on the date set forth in Schedule A for such Fund, provided that it has been approved in the manner required by the 1940 Act (after taking into effect any exemptive order, no-action assurances, or other relief, rule or regulation upon which any Fund may rely), and shall remain in full force until the two-year anniversary of the date of its effectiveness with respect to such Fund unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved for the respective Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder (after taking into effect any exemptive order, no-action assurances, or other relief, rule or regulation upon which any Fund may rely); provided, however, that if the continuation of this Agreement is not approved for a Fund, the Sub-Adviser may continue to serve in such capacity for such Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager or the Sub-Adviser upon sixty (60) days’ written notice to the other parties. This Agreement may also be terminated with respect to a Fund by such Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund upon sixty (60) days’ written notice to such Sub-Adviser by the Fund without payment of any penalty; for clarity, termination of this Agreement by one Fund will not terminate this Agreement for the other Funds. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the applicable Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that results in a breach of the material covenants of the Sub-Adviser set forth herein. For clarity, termination of this Agreement with respect to one Fund will not automatically terminate this Agreement for the other Funds. The terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the meanings...
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full of the Securities and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the terms of the Indenture; or (iii) the termination of this Agreement in accordance with clause (b) or (c) of this Section 12 or Section 14 of this Agreement.
Term Termination. The term of this Agreement shall commence on the date hereof. This Agreement shall terminate upon the earlier of (i) the Effective Time of the Merger, or (ii) termination of the Merger Agreement in accordance with Article 7 of the Merger Agreement. Other than as provided for herein, following the termination of this Agreement, there shall be no further liabilities or obligations hereunder on the part of the Shareholder, XBKS or UBSH, or their respective officers or directors, except that nothing in this Section 6 shall relieve any party hereto from any liability for breach of this Agreement before such termination.
Term Termination. This Agreement shall continue in force and effect until December 31, 2014, and shall be automatically renewed for successive one year terms annually thereafter unless notice of non-renewal is given by the Company or the Manager before the end of the term. It is expected that the terms and conditions may be reviewed by the Independent Trustees at least annually. Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated by the Company upon sixty (60) days’ written notice to the Manager, which termination must be approved by a majority vote of the Independent Trustees, or by the Manager on one hundred twenty (120) days’ written notice to the Company, provided if the Company gives notice of termination or notice of non-renewal of this Agreement, in either case given other than for Cause (either, a “Covered Termination”), the Company shall pay the Manager an amount (the “Termination Fee”) determined by (a) taking the average of the installments of the Management Fee payable for each of the twenty-four consecutive calendar months ended next prior to the date of notice of the Covered Termination (the “Determination Period”) and multiplying the average monthly installment by 12 (the “Annual Management Fee”), (b) taking the aggregate of all amounts payable for internal audit services pursuant to Section 15 of this Agreement during the Determination Period and dividing the result by 2 (the “Annual Audit Services Expense”) and (c) adding the Annual Management Fee and the Annual Audit Services Expense and multiplying the sum by 2.75. One half of the Termination Fee shall be paid in cash together with the notice of the Covered Termination and the balance on or before the effective date of the Covered Termination. If there is a Covered Termination within twenty-four calendar months following a merger between the Company and another RMR Managed Company, in determining the Termination Fee: monthly installments of the Management Fee and amounts payable for internal audit services for the portion of the Determination Period which follows the merger shall be those payable by the survivor of the merger, and monthly installments of the Management Fee and amounts payable for internal audit services for the portion of the Determination Period which is prior to the merger shall be the aggregate of those payable by each of the Company and the other RMR Managed Company. If there is a Covered Termination within...
Term Termination. This Agreement shall become effective upon execution by both parties hereto and shall continue for a period of one year after the staging of the Event. This Agreement may be earlier terminated pursuant to Section 14 hereof entitled “Default and Remedies.” The Sections of this Agreement which by their nature should survive the termination or expiration of this Agreement, shall survive and be binding on the parties.
Term Termination. The term of this Agreement shall commence as of the Effective Date above and shall continue until terminated in accordance with this Section 7.1. This Agreement may be terminated upon at least thirty (30) days’ prior written notice (or such shorter time as may be agreed by the Parties):
Term Termination. This Agreement may be terminated by either party upon 30 days notice to the other party.
