Termination Based on Effectiveness of Marketing Sample Clauses

Termination Based on Effectiveness of Marketing. E-Loan shall have the right to terminate the Agreement if in the Second or Third Year, the number of pass-throughs by Customers (a pass-through being a visit to the Schwab Mortgage Website by a Customer) does not exceed 50% of the following: Second Year: [*] pass-throughs Third Year: [*] pass-throughs If the minimum submitted pass-throughs set forth above are not exceeded in a year, Schwab and E-Loan will work in good faith to seek to increase the number of pass-throughs. Effects of Termination. Upon any termination of this Agreement: notwithstanding the termination of this Agreement, the provisions set forth in Sections 1.4, 3.1, 3.2, 3.3, 4.1, 4.2, 5.1, 5.2, 5.3, 5.4, 6.3, Article VII, Section 8.2, Article IX, Article X, Sections 11.6, and Article XII (other than Sections 12.1 and 12.18) shall survive and continue in perpetuity; no consideration or indemnity will be payable to E-Loan or Schwab either for loss of profit, goodwill, creation of clientele or other like or unlike items, or for advertising costs, costs of samples or supplies, termination of employees, employees' salaries and other like or unlike items; the parties will follow the procedures for return of Confidential Information set forth in Section 10.5 hereof; the licenses set forth in Sections 6.1 and 6.2 hereof shall terminate and the parties will immediately cease use of the other parties' names and marks, including any Xxxx associated with the respective links; and neither party will incur any liability whatsoever for any damage (including, without limitation, consequential damages), loss (including, without limitation, loss of profit or goodwill) or expense (including, without limitation, advertising, technology costs or personnel expenses) of any kind suffered by the other arising from or incidental to any termination of this Agreement which complies with the terms of this Agreement whether or not such party is aware of any such damages, losses or expense. Notwithstanding the termination of this Agreement, Schwab shall be entitled to exercise its rights under the Warrant granted pursuant to Section 8.2.
Sample 1
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Termination Based on Effectiveness of Marketing. E-Loan shall have the right to terminate the Agreement if in the Second or Third Year, the number of pass-throughs by Customers (a pass-through being a visit to the Schwab Mortgage Website by a Customer) does not exceed 50% of the following: Second Year: [*] pass-throughs
Sample 1

Related to Termination Based on Effectiveness of Marketing

  • Effectiveness of Representations; Survival Each party is entitled to rely on the representations, warranties and agreements of each of the other parties and all such representation, warranties and agreement will be effective regardless of any investigation that any party has undertaken or failed to undertake. Unless otherwise stated in this Agreement, and except for instances of fraud, the representations, warranties and agreements will survive the Closing Date and continue in full force and effect until one (1) year after the Closing Date.

  • Effectiveness; Termination This Delegation Schedule shall be effective as of the date on which this Delegation Schedule shall have been accepted by the Delegate, as indicated by the date set forth below the Delegate's signature. This Delegation Schedule may be terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Such termination shall be effective on the 30th calendar day following the date on which the non-terminating party shall receive the foregoing notice. The foregoing to the contrary notwithstanding, this Delegation Schedule shall be deemed to have been terminated concurrently with the termination of the Custodian Agreement.

  • Effectiveness, Termination and Amendment This Agreement shall become effective upon the execution hereof by the Dealer and the receipt of this executed Agreement by the Dealer Manager. Dealer will immediately suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of Shares hereunder upon subsequent request of the Company or the Dealer Manager. In addition to termination pursuant to Section IX, any party may terminate this Agreement by written notice, which termination shall be effective 48 hours after such notice is given. Upon the sale of all of the Shares or the termination of the Dealer Manager Agreement, this Agreement shall terminate without obligation on the part of the Dealer or the Dealer Manager, except as set forth in this Agreement. The indemnification agreements contained in Section 6 of the Dealer Manager Agreement shall survive the termination of this Agreement and the Dealer Manager Agreement, and the respective agreements and obligations of the Dealer Manager and the Dealer set forth in Sections IV, V, VI, 7.2, 7.5, 7.6, VIII and XI through XXI of this Agreement shall remain operative and in full force and effect regardless of the termination of this Agreement. This Agreement may be amended at any time by the Dealer Manager by written notice to the Dealer. Any such amendment shall be deemed accepted by the Dealer upon the Dealer placing an order for the sale of Shares after it has received such notice.

  • Conditions to Effectiveness of this Agreement The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent:

  • Effectiveness of Covenants (a) Following the first day:

  • EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT (a) This Agreement shall become effective on the date indicated above or at such time as Foreside commences providing services under this Agreement, whichever is later (the “Effective Date”). Upon the Effective Date, this Agreement shall constitute the entire agreement between the parties and shall supersede all previous agreements between the parties, whether oral or written, relating to the Fund Company.

  • Effectiveness of Termination Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination shall not be effective until the close of business on the date of receipt of such notice by the Sales Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Securities, such Placement Securities shall settle in accordance with the provisions of this Agreement.

  • Termination Effectiveness This Agreement and the Proxy shall terminate and shall have no further force or effect as of the Expiration Date. Notwithstanding the foregoing, nothing set forth in this Section 11 or elsewhere in this Agreement shall relieve either party hereto from any liability, or otherwise limit the liability of either party hereto, for any breach of this Agreement. The effectiveness of this Agreement is conditioned upon the execution and delivery of the Merger Agreement by the parties thereto.

  • EFFECTIVENESS, TERMINATION, AND AMENDMENT OF AGREEMENT (a) This Agreement shall become effective on the date set forth below and may be terminated at any time by any party upon sixty (60) days’ prior written notice to the other parties, and may be terminated earlier by the Fund, the Participant or the Distributor at any time in the event of a material breach by another party of any provision of this Agreement.

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