Termination by AWS Clause Samples
The 'Termination by AWS' clause grants Amazon Web Services (AWS) the right to end the agreement or suspend services under specified circumstances. Typically, this clause outlines the conditions under which AWS may exercise this right, such as customer breaches of terms, security risks, or legal compliance issues. Its core practical function is to protect AWS’s interests and ensure it can respond promptly to misuse, non-payment, or other significant problems, thereby maintaining service integrity and legal compliance.
Termination by AWS. If AWS terminates this Addendum or the Agreement for cause, you will pay AWS the Return Amount. Following such payment, any Spend Commitment Shortfall Payment obligations arising after the effective date of such termination will not apply.
Termination by AWS. (a) AWS may terminate this Agreement if CTC (i) is not in compliance with the representation set forth in Section 12.3(a)(i) or (ii) fails to qualify as of the Initial Application Date as required under Section 12.3(a)(ii), unless CTC remedies such non-compliance or failure
Termination by AWS. (a) AWS may terminate this Agreement if CTC (i) is not in compliance with the representation set forth in Section 12.3(a)(i) or (ii) fails to qualify as of the Initial Application Date as required under Section 12.3(a)(ii), unless CTC remedies such non-compliance or failure in time for the Company to participate in the Auction in accordance with this Agreement and CTC compensates AWS or the Company, as the case may be, for any adverse consequences resulting therefrom.
(b) If CTC fails to qualify as of the Initial Application Date as required under Section 12.3(a)(ii), and such failure has not resulted from a change in applicable FCC Rules (including the promulgation of an order or similar action by the FCC), and AWS terminates this Agreement, then CTC agrees that it shall pay AWS on demand the sum of $50,000,000 (together with interest thereon at 18% per annum from the time of demand until paid) as liquidated damages. Upon any such termination of this Agreement, the Company (or, in the event the Company does not have adequate capital, AWS) shall refund the capital contributions of CTC and the Additional Members in redemption of their respective Interests; provided, that if AWS makes a demand for liquidated damages under this paragraph (b), the Company will deposit in escrow $50,000,000 of the capital contributions made by CTC (or, if less, the total amount of capital contributions made by CTC). If CTC disputes such demand within ten days thereof, the dispute will be resolved in accordance with Section 11.3, and the Company will disburse the escrowed funds as instructed by the arbitrators; if CTC does not dispute such demand within such ten-day period, the Company will disburse the escrowed funds to AWS on the next business day thereafter. Such liquidated damages shall be the sole and exclusive remedy of AWS and AWS Sub for such failure.
(c) If CTC's failure to so qualify results from a change in applicable FCC Rules (including the promulgation of an order or similar action by the FCC), then the parties shall promptly take reasonable steps to enable CTC to so qualify, provided, that the relative economic and other rights and benefits expected to be derived by the parties hereunder are preserved.