Prudential may terminate this Agreement for convenience on three hundred sixty-five (365) days written notice to First Express, provided however, that Prudential shall be obligated to pay a Termination Charge if such termination is to take place prior to the expiration of the Term.
The applicable Termination Charge as stated in table N-l in Section N.1 of Schedule N will be payable on or about the Termination Date upon the receipt of a correct invoice.
The Termination Charge, as stated in Table N-l in Section N.1 of Schedule N, will be based on the Termination Date.
First Express agrees that the Termination Charge is full and adequate compensation to First Express for any loss of investment or other economic losses and costs and the Termination Charge shall be First Express' sole remedy should Prudential terminate for convenience.
But if any such action materially affects any Subscribing Entity's use of a Service, the Subscribing Entity may on written notice to the Service Provider terminate its use of the Service without an Early Termination Charge and receive a pro rata refund any amounts paid in advance for the Service.