Termination and Refund. If the solutions in clause 6.4 cannot be achieved, the liability of the Licensor shall in all respects be limited to recalling the affected Product, terminating this Agreement, and refunding the Licensee an amount equal to the un-ammortized portion of any initial upfront license fee paid for the Product, based on an anticipated life of one (1) year. The parties agree that the Licensee shall not be entitled to any refunds of the License Fees paid to the Licensor.
Termination and Refund. 7.1 You may terminate your subscription at any time within 14 days of your initial payment by communicating to us via email at xxxxx@xxxxxxxxxxxxxxxx.xxx and receive a full refund.
Termination and Refund. Unless otherwise agreed by the parties hereto, this Agreement shall automatically terminate if the Company’s IPO is not consummated on or prior to October 31, 2021, unless otherwise agreed to in writing by the parties hereto. In the event of such termination, the Purchaser shall forfeit back to the Sellers any and all rights to all of the Shares purchased pursuant to this Agreement and the Sellers shall return the Purchase Price to the Purchaser. If the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return it to us. Very truly yours, FIRST LIGHT ACQUISITION GROUP, INC. By: Name: Xxxxxxx X. Xxxxx Title: Chief Executive Officer Address: First Light Acquisition Group, Inc. 00000 Xxxxxx Xxxxx Xxxx #0000 Xxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxx E-mail: xxxx.xxxxx@xxxxxxxxxxxxxxxxxxxxx.xxx with a copy to: Weil, Gotshal & Xxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxxxx X. Xxxxx Xxxxxxxxx X. Xxxxx E-mail: Xxxxxxxxx.Xxxxx@xxxx.xxx Xxxx.Xxxxx@xxxx.xxx [Signature Page to Investment Agreement] Accepted and agreed as of the date first written above FIRST LIGHT ACQUISITION GROUP, LLC By: Xxxxxxx X. Xxxxx, on behalf of Series 1 through Series 15 of First Light Acquisition Group, LLC, a Delaware series limited liability company By: Name: Xxxxxxx X. Xxxxx Title: Manager Address: First Light Acquisition Group, LLC 00000 Xxxxxx Xxxxx Xxxx #0000 Xxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxx E-mail: xxxx.xxxxx@xxxxxxxxxxxxxxxxxxxxx.xxx with a copy to: Weil, Gotshal & Xxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxxxx X. Xxxxx Xxxxxxxxx X. Xxxxx E-mail: Xxxxxxxxx.Xxxxx@xxxx.xxx Xxxx.Xxxxx@xxxx.xxx [Signature Page to Investment Agreement] METRIC FINANCE HOLDINGS I, LLC By: Name: Title: Address: Metric Finance Holdings I, LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Legal Department with a copy to: Sidley Austin LLP 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx X. Xxxxx Xxxxxxx Xxxxxxx E-mail: xxxxxx@xxxxxx.xxx xxxxxxxx@xxxxxx.xxx PURCHASER: By: Name: Title: Address: Attention: E-mail: with a copy to: Attention: E-mail: [Signature Page to Investment Agreement] Annex I Series Shares Series 1 [•] Series 2 [•] Series 3 [•] Series 4 [•] Series 5 [•] Series 6 [•] Series 7 [•] Series 8 [•] Series 9 [•] Series 10 [•] Series 11 [•] Series 12 [•] Series 13 [•] Series 14 [•] Series 15 [•] Metric [•] Total [•]
Termination and Refund. If Google does not reasonably believe the options in Section 17.4(a) are commercially reasonable, Google may terminate the license for the allegedly infringing Services and will provide a pro-rata refund of the unearned Fees actually paid by Customer applicable to the period following termination of the Services.
Termination and Refund. Unless otherwise agreed by the parties hereto, this Agreement shall automatically terminate if the Company’s IPO is not consummated on or prior to October 31, 2021, unless otherwise agreed to in writing by the parties hereto. In the event of such termination, the Purchaser shall transfer the Shares back to the Sponsor and forfeit any and all rights to the Shares purchased pursuant to this Agreement and the Sponsor shall return the Purchase Price to the Purchaser. If the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return it to us. Very truly yours, CRIXUS BH3 ACQUISITION COMPANY By: Name: Title: Address: Crixus BH3 Acquisition Company 000 XX 0xx Xxxxxx, Xxxxx 000 Xxxx Xxxxxxxxxx, XX 00000 Attn: E-mail: with a copy to: Attention: E-mail: Accepted and agreed as of the date first written above CRIXUS BH3 SPONSOR, LLC By: BH3 MANAGEMENT LLC, its Manager By: Name: Title: Address: x/x Xxxxxx XX0 Xxxxxxxxxxx Company 000 XX 0xx Xxxxxx, Xxxxx 000 Xxxx Xxxxxxxxxx, XX 00000 Attn: E-mail: with a copy to: Attention: E-mail: Number of Shares purchased hereunder: PURCHASER: [NAME OF PURCHASER] By: Name: [•] Title: [•] Address: Attention:
Termination and Refund. If Relativity fails to cure a breach of the warranty provided in this Section, or fails to provide the Services as required under this Agreement, or determines that the cure or Services are impractical or unreasonable to provide in Relativity’s opinion (whether technically or economically), Client may terminate this Agreement in whole (or in part with respect to any Software product or Service which is the subject of the failure and for which there are separate fees under this Agreement). In such case, Relativity will promptly refund any fees paid by Client for the Software (or Software product or Service which is being terminated), in a prorated amount reflecting: (i) any portion of such fees reasonably allocable to any period of the Term when Client was not able to use, and did not use, the Software (or Software product or Service which is the subject of the failure and for which there are separate fees under this Agreement) due to the breach of the warranty under this Section; and (ii) any portion of such fees that Client pre-paid for any period of the Term following such early termination. This Section 4 contains the only liability and obligations of Relativity, and the only remedies of Client, for Relativity's breach of the warranties in this Section 4 and/or failure to provide Services in accordance with this Agreement.
Termination and Refund. In the event a party breaches any of its material obligations or representations under this Agreement, the non-breaching party will have the right to terminate this Agreement by giving the breaching party written notice of intention to terminate. Termination will become effective automatically and without further notice unless the breaching party cures the breach within 30 days after being given such notice. In the event of termination by Employer Group due to Evolve’s alleged failure to provide Services, Employer Group shall be entitled to a pro-rata refund for all days of the month (not to exceed 30-days) during which the Services were not provided and for which Membership Fees were paid and received by Evolve. No refund will be due under this agreement unless Employer Group can show that Evolve has continuously and routinely failed to provide Services to its Member(s) and only to the extent of the amount of the Membership Fees that were received from the Member(s) who demonstrates that Services were requested and not received.
Termination and Refund. MakeMusic may discontinue or change SmartMusic, or its availability to you, at any time, and you may always terminate your subscription at any time. If you wish to terminate your subscription, please contact MakeMusic online at xxx.xxxxxxxxxx.xxx/xxxxxxx. If you terminate your subscription prior to the end of its term you will not receive a refund for any reason. Your subscription will terminate without notice if you breach this Agreement. USE OF SERVICE/CONTENT/SOFTWARE LICENSED, NOT SOLD; RESTRICTIONS ON USE The content available through SmartMusic is the property of MakeMusic or its licensors and is protected by copyright and other intellectual property laws. CONTENT AVAILABLE TO YOU THROUGH SMARTMUSIC MAY BE USED ONLY FOR YOUR PERSONAL, NON-COMMERCIAL USE. YOU MAY NOT SELL THE PROPERTY OBTAINED THROUGH SMARTMUSIC. You own the documentation materials and the media on which the Software is recorded, but MakeMusic retains all ownership and rights in the Software, including all rights in any portion(s) of the Software present in any output of the Software. This Agreement is not a sale of the Software. The Software is specific to the computer on which it is loaded, and you may not transfer the Software under this Agreement to another computer or anyone else; provided, however, that you may move your subscription under this Agreement to another machine owned by you a maximum of ten (10) times during the subscription so long as each copy that you make and distribute contains this Agreement and the same copyright and other proprietary notices pertaining to the Software that appear in the Software. You agree that you will not use SmartMusic to infringe the copyrights or other intellectual property rights of others in any way. Without limiting the foregoing, you agree not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate the content received through SmartMusic to anyone, including but not limited to others in the same company or organization, without the express prior written consent of the copyright holder(s) and MakeMusic; provided, however, that subject to the Limitation of Liability and Indemnification sections below, you may distribute copies of your recorded performances along with SmartMusic Accompaniments to your teachers, your family members or friends, but only for
Termination and Refund. Member may terminate this Agreement at any time by giving XxxxxxxXxxxxXxx.xxx written notice at least thirty (30) days prior to the next Billing Date. XxxxxxxXxxxxXxx.xxx may also terminate this Agreement at any time by giving Member at least thirty (30) days prior notice. In addition, XxxxxxxXxxxxXxx.xxx may terminate this Agreement immediately and without prior notice if Member is in breach of this Agreement. Following termination the Member will have no right to use or access the Services and XxxxxxxXxxxxXxx.xxx shall have no further obligations whatsoever to Member. In its discretion, XxxxxxxXxxxxXxx.xxx may permit a Member to recover data from the Services following termination after payment of additional fees. Any change in Service requested by Member shall be at XxxxxxxXxxxxXxx.xxx's discretion and shall be subject to the provisions of this Agreement. Any fees due under this Agreement are net of any sales or use taxes, all of which are the sole responsibility of Member. Members who purchase Services with an annual billing arrangement may receive a refund for terminating the Services in the following circumstances: An annual-billed Member may receive a 100% refund for termination within thirty (30) days after the annual renewal date. An annual-billed Member may receive a 50% refund for termination within thirty-one (31) and ninety (90) days after the annual renewal date. An annual-billed Member may receive a 25% refund for termination within ninety-one (91) and one hundred eighty (180) days after the annual renewal date Thirty Day Money-Back Guarantee.
Termination and Refund. If Idevio does not reasonably believe the options in Section 14.4(a) are commercially reasonable, Idevio may terminate the license for the allegedly infringing Services and will provide a pro-rata refund of the unearned Fees actually paid by Customer applicable to the period following termination of such Services.
