TERMINATION; CONSEQUENCES OF TERMINATION Sample Clauses
TERMINATION; CONSEQUENCES OF TERMINATION. 13.1 Customer may terminate this Agreement upon [ * ] written prior notice to Avecia without further obligation in the event that the FDA or EMA requires manufacturing capability or quality levels for manufacture of the Product that Avecia is not then meeting, unless the Parties agree Avecia is able to meet any such requirements within such [ * ] period after written notice from Customer of such FDA or EMA requirement; and provided further that the parties shall discuss in good faith the continuation of this Agreement solely with respect to any other countries or territories in which such manufacturing requirements do not apply to the Product.
13.2 Without prejudice to any other rights or remedies which may be available to them, either Party may terminate this Agreement with immediate effect by giving written notice of termination to the other Party if the other commits a material breach of any of the provisions of this Agreement and, in the case of a breach capable of being remedied, fails to remedy such breach within [ * ] of receiving notice from the non-breaching Party specifying such and requiring the same to be remedied.
13.3 Subject to Section 13.4 and without prejudice to any other rights or remedies which a Party may have, upon termination of this Agreement, howsoever the same occurs, each Party shall:
(a) immediately pay to the other all sums which at the date of termination are due and payable to the other hereunder;
(b) immediately cease all use of any property of the other, including, without limitation, any Confidential Information of the other Party; and
(c) at the expense of the requesting Party, promptly return to the other Party any property of the other in its possession, custody or control.
13.4 If (i) the Parties terminate this Agreement pursuant to Section 13.1 or (ii) Avecia terminates this Agreement in accordance with Section 13.2, Customer shall purchase all amounts of Product which have been manufactured pursuant to Customer’s orders but not yet delivered (at the price described in Section 6) and reimburse Avecia for (a) the reasonable, documented costs incurred by Avecia in connection with unfinished Product that is in the process of being manufactured or is in the Avecia manufacturing schedule as of the date of such termination (in each case pursuant to Customer’s orders) and (b) Avecia’s documented costs for any raw materials purchased in reasonable anticipation of meeting the firm commitment portion of the effective Rolling Fo...
TERMINATION; CONSEQUENCES OF TERMINATION. The Bank reserves the right to terminate the use of this service upon notice to the customer. The Customer may also terminate the use of this service through an application form available at any of the Bank branches. Such requests will be effected within 5 working days of receipt of termination notice by the Bank. Any fees that may be outstanding at the time of such termination will remain payable and the Bank reserves the right to debit such fees directly from the account. The Customer will remain liable for any mobile service provider charges that may arise from the use of this service, as per the mobile provider’s terms and conditions.
TERMINATION; CONSEQUENCES OF TERMINATION. 1. In the event that either party to the Agreement alleges that the other party has failed to make any payment when due or has otherwise breached any provision of the Agreement other than the warranty terms (the remedies for breach of warranty are addressed in Section D), the party not in breach shall provide notice of such breach to the other party and, if the breach is capable of remedy, provide the other party with thirty (30) days (or such longer period to which the party not in breach agrees) to resolve the matter to the satisfaction of the party giving such notice. If no such resolution is reached within such time, the Party not in breach shall have the right to invoke the terms of Section I of these Terms or terminate the Agreement by means of notice to the other party. Any such termination of the Agreement shall not be deemed to be a waiver of such party’s right to institute legal or equitable proceedings to resolve the dispute. If each party is alleged to be in breach by the other and no resolution of the dispute is reached within the period that is set forth above, then the parties shall submit to binding arbitration in accordance with Section I of these Terms, and unless the parties otherwise agree, the Agreement shall terminate at the conclusion of such proceeding.
2. If either party makes an assignment for the benefit of creditors, admits in writing its failure or inability to pay its debts as they become due, becomes the subject of an "order for relief" within the meaning of that phrase in the United States Bankruptcy Code or becomes the subject of a similar order under any other laws for the protection of debtors or creditors, or applies for or consents to the appointment of a receiver for any of its property, the other party may terminate the Agreement, at any time, effective immediately upon notice to that effect.
3. Upon any termination of the Agreement for any reason, each party shall return to the other party all papers, materials, and other property of the other party that are then in its possession.
4. Notwithstanding any termination of the Agreement and subject to the limitation of liability terms of Section D of these Terms, any duty or obligation that has been incurred under the terms of the Agreement and has not been fully observed, performed, or discharged shall survive such termination until such duty or obligation has been fully observed, performed, or discharged, and any right that has been created under the terms of the Agree...
TERMINATION; CONSEQUENCES OF TERMINATION. (a) If the Closing has not occurred by the Termination Date, either Seller or Buyer, by written notice to the other, may elect to terminate this Agreement; provided that no party may so terminate this Agreement if it is then in default of any of its obligations under this Agreement and provided, further, however, that if the Termination Date is extended pursuant to clause (i) of the definition thereof, Buyer may nevertheless elect to terminate this Agreement pursuant to this Section 4.2(a) on or after June 30, 2012 as if the Termination Date were still June 30, 2012. Except as expressly provided otherwise, no termination of this Agreement shall relieve any party hereto of any liability for any breach hereof occurring prior to such termination.
(b) If the Closing does not occur because of a material breach of Buyer’s obligations in this Agreement that (i) is not cured within thirty (30) days following written notice by Seller to Buyer of such breach or (ii) by its nature, cannot be cured prior to the Termination Date, then Seller, by written notice to Buyer, may elect to terminate this Agreement, provided that Seller is not then in default of any of its obligations (which have not been caused or contributed to by Buyer) under this Agreement, and Seller shall retain the Deposit in addition to all interest thereon, as liquidated damages in lieu of all other damages and as Seller’s sole remedy against Buyer for such failure to close. Seller and Buyer agree that the amount of the liquidated damages is reasonable consideration for Seller’s damages, including the value of Seller’s holding the Assets off the market for the period governed by this Agreement, and that the extent of actual damages to Seller occasioned by failure to close would be extremely impracticable to ascertain.
(c) If the Closing does not occur because of a material breach of Seller’s obligations in this Agreement that (i) is not cured within thirty (30) days following written notice by Buyer to Seller of such breach or (ii) by its nature cannot be cured prior to the Termination Date, then Buyer by written notice to Seller may elect to, as its sole and exclusive remedy, either (A) enforce specific performance of Seller’s obligations to sell the Assets to Buyer under this Agreement, including at Buyer’s election a cure of such material breach; or (B) by written notice to Seller, terminate this Agreement provided that Buyer is not then in default of any of its obligations under this Agreement (wh...
TERMINATION; CONSEQUENCES OF TERMINATION. 9.1 Each Agreement (or any part thereof) will continue in effect indefinitely until terminated by either Party or by giving written notice specifying all the relevant details in DIGIPHIL prescribed Order Cancellation Form or Service Disconnection Form (including without limitation, the relevant circuit ID) in accordance with Section 13.11. The effective date of termination of Service will be the latest of: (i) the date of expiry of the Initial Term or Renewal Term, (ii) 45 days from the date of receipt by the other Party of the notice of termination; and (iii) date of termination specified in the notice of termination (please see Section 9.4 for certain payments, penalties and other conditions that apply to termination in certain circumstances).
TERMINATION; CONSEQUENCES OF TERMINATION. 13.1. The following events will allow either Party to terminate this Agreement or any SoW or the relevant Support Services immediately on giving notice in writing to the other:
13.1.1. material breach of any term of this Agreement, any SoW or Schedule 2 which the Party in breach has failed to remedy (where it is capable of remedy) within thirty (30) days of receipt of notice of the breach, provided that, for the avoidance of doubt, the material breach of a SoW or any Support Services shall only entitle the other party to terminate that SoW or those Support Services and shall not SoW of Work or Support Services; or
13.1.2. where one Party has a receiver or administrative receiver appointed or passes a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect or if that Party becomes subject to an administration order or enters into any voluntary arrangement with its creditors or ceases or threatens to carry on business.
13.2. Prior to exercising any right of termination both Parties agree to enter into the Dispute Resolution Procedure, per clause 24 below.
13.3. In addition:
13.3.1. this Agreement or any SoW or the Support Services may be terminated by either Party subject to a notice period of three months. However, the Client will not be permitted to rely upon this Clause 11.3 within the first six (6) months of the date of this Agreement. Furthermore, the Client may only terminate any Support Services within six months of the next anniversary date of the support renewal. Such notice of termination will only be effective upon the cessation of the contracted renewal period. (For the avoidance of doubt any Support Services are in effect non- cancellable within the contracted support period).
13.4. On termination of this Agreement, all SoW shall terminate and both parties shall work together in good faith to complete all outstanding Services. Both parties shall endeavour from the date of cessation of the Agreement to minimise all costs to complete any relevant SOW and to agree a final account upon notification of cessation of this Agreement.
13.5. On termination of this Agreement or any SOW, the Client shall, upon receipt of a written request from the Supplier:
13.5.1. immediately deliver up to the Supplier all Created IPR and other materials created up to and including the date of termination and any property belonging to the Su...
TERMINATION; CONSEQUENCES OF TERMINATION. Termination of this DPA shall be governed by the Agreement. Upon termination of a Customer Agreement, Sub-Processor shall, at Data Processor’s written request:
(a) delete all Personal Data Processed on behalf of the Data Controller, unless applicable laws, regulations, subpoenas, or court orders require it to be retained; or
(b) assist Data Processor with return to the Data Controller of the Personal Data which it is Processing or has Processed upon behalf of that Data Controller. The Data Processor acknowledges and agrees, and shall procure that the Data Controller acknowledges and agrees, that the nature of the Services mean that the Data Processor and/or Controller may extract a copy of the Personal Data at any time during the term of the Agreement and providing the tools to allow Data Processor and/or Controller to do so shall be sufficient to show Sub-Processor has complied with this Clause. If Data Controller or Data Processor requires the Sub-Processor to extract the Personal Data on its behalf, the Data Processor or Data Controller must provide written Instructions to that effect and engage the Sub-Processor in a professional services project, which shall be subject to additional fees. In the event the request is from the Data Processor, Data Processor must provide Sub-Processor with written Instructions from Customer requesting such extraction; and
(c) in either case, cease Processing Personal Data on behalf of the Data Controller.
TERMINATION; CONSEQUENCES OF TERMINATION. 15.1 Both parties shall have the right to terminate this contract on any present or future date, as set by the terminating party, however;
15.2 in the event of termination, the Company shall remain liable to settle any outstanding or future invoice raised under this contract, that shall be due for payment after the date of termination, so that;
15.3 this contract shall remain in force until such time as all invoices raised by the Affiliate are satisfied by the Company, and;
15.4 on the date of termination, the Affiliate shall be obliged to remove the Application from the Affiliate Site, and;
15.5 termination shall not void the rights of the parties, to claim damages from the other party, where there is evidence of any type of loss suffered by the claimant.
TERMINATION; CONSEQUENCES OF TERMINATION