Term Termination and Survival Clause Samples
The 'Term, Termination and Survival' clause defines the duration of the agreement, the conditions under which it can be ended by either party, and which obligations continue after termination. Typically, it specifies a start and end date for the contract, outlines events or breaches that allow for early termination, and lists provisions—such as confidentiality or indemnification—that remain in effect even after the agreement ends. This clause ensures both parties understand when their obligations begin and end, provides mechanisms for ending the relationship if necessary, and clarifies which responsibilities persist to protect ongoing interests.
POPULAR SAMPLE Copied 4 times
Term Termination and Survival. 9.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work unless sooner terminated pursuant to Section 9.2 or Section 9.3.
9.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party:
(a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach.
(b) Becomes insolvent or admits its inability to pay its debts generally as they become due.
(c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing.
(d) Is dissolved or liquidated or takes any corporate action for such purpose.
(e) Makes a general assignment for the benefit of creditors.
(f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
9.3 Notwithstanding anything to the contrary in Section 9.2(a), TAI may terminate this Agreement upon written notice to ▇▇▇ upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”):
(a) ▇▇▇ fails to pay any undisputed amount when due hereunder and such failure continues for 30 days after ▇▇▇’s receipt of written notice of nonpayment;
(b) ▇▇▇ fails to timely achieve, complete, or pass any of the ▇▇▇ Caravan STC Milestone Requirements by the applicable ▇▇▇ Completion Date (subject to the applicable cure period) as set forth in Exhibit A as determined in the good faith discretion of TAI; provided that, the applicable ▇▇▇ Completion Dates shall be equitably adjusted to the extent ▇▇▇ is not able to achieve, complete or pass any ▇▇▇ Caravan STC Milestone Requirement or such ▇▇▇ Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding ▇▇▇ Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Forc...
Term Termination and Survival. This Agreement shall become effective when signed below and shall continue in effect until terminated. Either Party may terminate this Agreement at-will with thirty (30) day’s written notice to the other Party. Termination shall not relieve the Parties from any debt or liability incurred hereunder while the Agreement was active; and all terms and conditions of this Agreement intended to protect the Parties and their records and regulate disputes, grievances or complaints between them shall survive any termination.
Term Termination and Survival. This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services, unless sooner terminated pursuant to Section 7(c). Customer, in its sole discretion, may terminate this Agreement or any Task Order, in whole or in part, at any time without cause, and without liability except for required payment for services rendered, and reimbursement for authorized expenses incurred, prior to the termination date, by providing at least 60 days’ prior written notice to Service Provider. Either party may terminate this Agreement, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party: Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. Becomes insolvent or admits its inability to pay its debts generally as they become due. Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing. Is dissolved or liquidated or takes any corporate action for such purpose. Makes a general assignment for the benefit of creditors. Has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Upon expiration or termination of this Agreement for any reason, Service Provider shall promptly: Deliver to Customer all documents, work product and other materials, whether or not complete, prepared by or on behalf of Service Provider in the course of performing the Services for which Customer has paid. Return to Customer all Customer-owned property, equipment or materials in its possession or control. Remove any Supplier-owned property, equipment or materials located at Customer’s locations. Deliver to Customer, all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on Customer’s Confidential Information. Provide reasonable cooperation and assistance to Customer upon Customer’s written request and at Customer’s expense, in transitioning the Services to an alternate service provider. On a pro rata basis, repay all fees and expenses paid in advance for any Services which have not b...
Term Termination and Survival. The term of this Agreement shall commence upon the agreeing to the terms of this Agreement and shall remain in effect until terminated by any party hereto for any reason whatsoever.
5.8.1 With the exception of TURSS’s obligation to provide Services under this Agreement, all provisions of this Agreement shall survive any such termination of this Agreement including, but not limited to, all restrictions on Subscriber’s use of Services Information. Moreover, any such termination shall not relieve Subscriber of any fees or other payments due to TURSS through the date of any such termination nor affect any rights, duties or obligations of either party that accrue prior to the effective date of any such termination.
Term Termination and Survival. 5.1 The term of this Agreement begins on the “Effective Date” set forth on the “SMART MLS Information and Signature Page” below. Smart MLS has the right at any time and in its sole discretion without advance notice of any kind to terminate this Agreement and/or terminate Firms’ and/or Consultant’s access to the RETS Data.
5.2 Firm may terminate this Agreement by notice to Smart MLS and each Consultant.
5.3 This Agreement shall automatically terminate upon the termination of Firm’s privileges as a Participant in SMART MLS.
5.4 Within five (5) business days after termination of this Agreement, the receiving party shall return to Smart MLS all Proprietary Property, Smart MLS confidential information and any other materials provided by Smart MLS to the receiving party. The receiving party shall also erase, delete, shred or destroy any Proprietary Property or Smart MLS confidential information which is has stored on magnetic media or other computer storage systems, including onsite and/or offsite backup systems. Upon Smart MLS’ request, a duly authorized representative of the receiving party shall certify to Smart MLS, in writing, that all Proprietary Property, Smart MLS confidential information and any other materials provided by Smart MLS to the receiving party have either been returned to Smart MLS and/or erased, deleted, shredded or destroyed.
5.5 All provisions of this Agreement relating to Proprietary Property shall survive the termination of this Agreement.
Term Termination and Survival. (a) This Agreement commences on the Effective Date and expires at the end of the Funding Period, (the “Term”), unless terminated earlier in accordance with the terms of this Agreement. The Term of the Agreement may be extended by the IESO, acting in its sole and absolute discretion, upon written notice to the Participant. Any extension is subject to the Participant being in compliance with its obligations herein, and provided the NRCAN-IESO Collaborative Energy Manager Program remains available.
(b) The Funding Period commences as of the employment start date of the Energy Manager and expires on the date which is 12 months thereafter, unless terminated earlier in accordance with the terms of this Agreement. After the expiry of the Funding Period, the IESO, acting in its sole and absolute discretion, may extend funding to the Participant for an additional 12-month Funding Period, or shorter, upon written notice. Any extension is subject to the Participant being in compliance with its obligations herein, provided the NRCAn-IESO Collaborative Energy Manager Program remains available, and subject to the expiration or termination of this Agreement.
(c) For certainty, after the Funding Period expires or is earlier terminated, the IESO will not be required to pay and the Participant will not be eligible for a Participant Incentive, in part or in full, for any period during the Term following such date. In the case of early termination, the Participant shall promptly inform the IESO of the Costs of Hiring incurred to the effective date of termination and the IESO shall conduct a reconciliation in accordance with Section 2(c)(v).
(d) The IESO may terminate this Agreement or the Funding Period immediately, or withhold the Participant Incentive, in part or in full, where any of the following occurs:
(i) the Participant fails to have an Energy Manager in place for a period of sixty (60) calendar days;
(ii) the Participant fails to observe or perform any obligation required to be observed or performed under this Agreement and such failure continues for a period of thirty (30) calendar days after the delivery of written notice by the IESO to the Participant to cure such failure;
(iii) the Participant fails to undertake Commercially Reasonable Efforts to achieve the Minimum Annual Savings Target for the Funding Period of this Agreement; or
(iv) the Participant becomes or is declared Insolvent, becomes the subject of any proceeding related to its liquidation or insolvency...
Term Termination and Survival. 2.1. This Restated Amendment Agreement shall become effective and binding on the Parties on and from the Execution Date until such time as this Restated Amendment Agreement is terminated in accordance with the provisions of Clause 2.3 of this Restated Amendment Agreement. The Parties also understand and agree that, except to the extent as amended and modified pursuant to this Restated Amendment Agreement, all rights and obligations of the Parties under the Shareholders’ Agreement shall remain as currently provided for under the Shareholders’ Agreement, respectively.
2.2. Notwithstanding anything to the contrary in the Shareholders’ Agreement, upon and subject to consummation of the Offer, the Shareholders’ Agreement (as amended by this Restated Amendment Agreement) shall stand automatically terminated without any further act or deed required on the part of any Party or furnishing any notice under the Shareholders’ Agreement or this Restated Amendment Agreement. For the avoidance of doubt, it is hereby clarified that the term “consummation of the Offer” as referred to in this Clause 2.2 shall mean the date on which the Equity Shares of the Company are listed and start trading on a recognized stock exchange in India pursuant to the Offer (“Listing Date”).
2.3. The Parties agree that this Restated Amendment Agreement shall ipso facto terminate, without any further acts of the Parties and without any liabilities or obligations whatsoever, upon the earlier of the following dates: (a) 12 (twelve) months from the date of receipt of final observations from SEBI in relation to the draft red ▇▇▇▇▇▇▇ prospectus to be filed in relation to the Offer unless otherwise extended by the Parties; or (b) the date on which the Board of the Company decides not to undertake the Offer; or (c) the date on which the Investor decides to not proceed with the sale / offer of the Equity Shares proposed to be offered by it in the Offer; or (d) or such date as may be mutually agreed in writing among the Parties, whichever is earlier (“Long Stop Date”).
2.4. In case of termination of this Restated Amendment Agreement in accordance with Clause 2.3 above, the Parties agree that provisions of the Shareholders’ Agreement (as existing prior to the execution of this Restated Amendment Agreement) (i) shall continue without any prejudice whatsoever thereto, (ii) immediately and automatically stand reinstated, with full force and effect, without any further action or deed required on the part of a...
Term Termination and Survival. 8.1 This Agreement shall commence as of the Effective Date set forth in the Agreement and shall continue thereafter until the expiration Initial Services Term and/or any Renewal Terms described in the Agreement (giving effect to any extensions or renewals contemplated thereby, the "Term") or as otherwise described on Exhibit B, unless sooner terminated pursuant to Section 8.2.
8.2 Either Party may terminate this Agreement, effective upon at least 30 days' prior written notice to the other Party; provided that Service Provider may terminate this Agreement before the expiration date of the Term immediately on written notice if Customer fails to pay any amount when due hereunder: and such failure continues for five days following the due date thereof; provided, further, that, in the event that Customer terminates this Agreement prior to the expiration of the Term, all fees paid or payable by Customer in connection with the term shall be fully earned and non-refundable for any reason unless Service Provider has materially breached the terms of this Agreement and failed to cure such breach within 30 days of receiving written notice thereof from Customer.
8.3 The rights and obligations of the parties set forth in this Section 8.3 and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement, and with respect to Confidential Information that constitutes a trade secret under applicable law, the rights and obligations set forth in Section 7 hereof will survive such termination or expiration of this Agreement until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of the Receiving Party or the Receiving Party's Group.
Term Termination and Survival. 8.1 This Agreement shall commence as of the Effective Date and shall continue in perpetuity thereafter until terminated pursuant to Section 8.2 or Section 8.3.
8.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party:
(a) Materially breaches this Agreement, and the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach, or such material breach is incapable of cure.
(b) Becomes insolvent or admits its inability to pay its debts generally as they become due.
(c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within 7 business days or is not dismissed or vacated within 45 business days after filing.
(d) Is dissolved or liquidated or takes any corporate action for such purpose.
(e) Makes a general assignment for the benefit of creditors.
(f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
8.3 Notwithstanding anything to the contrary in Section 8.2, (i) PHI may terminate this Agreement for any reason upon 30 days’ written notice to RS and (ii) RS may terminate this Agreement for any reason upon 60 days’ written notice to PHI.
8.4 The rights and obligations of the Parties set forth in this Section 8 and Sections 6, 7, 9 and 10 and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination of this Agreement, will survive any such termination of this Agreement.
8.5 If this Agreement is terminated for any reason, then, for up to six (6) months after the effective date of such termination, and in each case to the extent requested by PHI, (i) RS shall continue to provide Services to PHI in accordance with this Agreement and (ii) RS shall provide transition assistance as reasonably requested by PHI (which transition assistance shall include the return or migration of PHI’s files or data under the direct or indirect control of RS, and support for PHI’s migration from any IT system utilized by or on behalf of RS (or made available to PHI by RS) in connection with the Services to those IT systems as designated by PHI) ((i) and (ii) collectively, the “Transition Services”). During each month in which RS provides Transition Services, PHI shall continue...
Term Termination and Survival. This Agreement shall commence as of the Effective Date and shall continue thereafter until terminated pursuant to this Section 3. Either Party may terminate this Agreement at any time without cause, effective upon written notice to the other Party, and without liability except for required payment for services rendered prior to the termination date.